NEXSTAR MEDIA GROUP, INC. 10-K

Item 9A. Controls and Procedures 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, 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. 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. GAAP. 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. Item 9B. 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. Item 9C. Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 50 PART III Item 10. 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 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. Item 11. 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 specified in Items 402(k) and 402(l) of Regulation S-K and set forth in the Proxy Statement is incorporated by reference. Item 12. 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. Item 13. 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. Item 14. 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. 51 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: (1) Consolidated Financial Statements. The Consolidated Financial Statements of Nexstar Media Group, Inc. listed on the index on page F-1 have been included beginning on page F-4 of this Annual Report on Form 10-K. (2) Financial Statement Schedules . The schedule of Valuation and Qualifying Accounts appears in Note 18 to the Consolidated Financial Statements filed as part of this report. (3) Exhibits . The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed, furnished or incorporated into this Annual Report on Form 10-K by reference, as applicable. Ite m 16. Form 10-K Summary Not applicable. 52 Exhibit Index Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated as of January 27, 2016, by and between Nexstar Media Group, Inc., Media General, Inc., and Neptune Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 28, 2016). + 2.2 Agreement and Plan of Merger, dated as of November 30, 2018, by and between Nexstar Media Group, Inc., Tribune Media Company and Titan Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on December 4, 2018). 2.3 Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc. and TEGNA Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 26, 2019). 2.4 Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Scripps Media, Inc. and Scripps Broadcasting Holdings, LLC. (Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 26, 2019). 3.1 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. 000-50478) filed by Nexstar Media Group, Inc. on June 21, 2023). 3.2 Second Amended and Restated Bylaws 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 30, 2023). 4.1 Specimen Class A Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Amendment No. 6 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.) . 4.2 Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on July 3, 2019). 4.3 Form of 5.625% Senior Note due 2027 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on July 3, 2019). 4.4 First Supplemental Indenture, dated as of September 19, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A. as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 20, 2019). 4.5 Second Supplemental Indenture, dated as of November 22, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A. as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on November 22, 2019). 4.6 Indenture, dated as of September 25, 2020, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 25, 2020). 4.7 Form of 4.750% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 25, 2020). 4.8 Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.* 10.1 Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Media Group, Inc. and American Stock Transfer & Trust Company, LLC as rights agent (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017). 10.2 Stock Option Agreement, dated as of November 29, 2011, by and among Mission Broadcasting, Inc., Nancie J. Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.3 Amendment, dated as of November 15, 2019, to Stock Option Agreement, dated as of November 29, 2011, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.87 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 000-50478) filed by Nexstar Media Group, Inc.) . 10.4 Amendment, dated as of November 30, 2020, to Stock Option Agreement, dated as of November 29, 2011, as amended November 15, 2019, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar Broadcasting, Inc.(Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 1, 2021). 10.5 Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Group, Inc., as a holding company, Nexstar Broadcasting, Inc., as the borrower, Bank of America, N.A., as the administrative agent, the collateral agent, a letter of credit issuer and a swing line lender and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017). 10.6 Amendment No. 1, dated as of July 19, 2018, to Credit Agreement, dated as of January 17, 2017, by and among 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 Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 25, 2017). 53 10.7 Amendment No. 2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among 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 Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on November 1, 2018). 10.8 Amendment No. 3, dated as of September 19, 2019, to Credit Agreement, dated as of January 17, 2017, by and among 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 Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 20, 2019). 10.9 Amendment No. 4, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among 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 Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 9, 2020). 10.10 Amendment No. 5, dated as of June 21, 2022, 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, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.11 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.). 10.12 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. 333-62916-02) filed by Mission Broadcasting, Inc.). 10.13 Amendment No. 1, dated as of July 19, 2017, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on July 25, 2017). 10.14 Amendment No. 2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporate by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on November 1, 2018). 10.15 Amendment No. 3, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 9, 2020). 10.16 Amendment No. 4, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021). 10.17 Amendment No. 5, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021). 10.18 Amendment No. 6, dated as of June 21, 2022, 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 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.19 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.). 10.20 Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Media Group, Inc., as amended on January 5, 1999. (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.). 10.21 Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.). 10.22 Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.55 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.). 10.23 Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.). 54 10.24 Addendum to Employment Agreement, dated as of July 2, 2007, by and between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 8, 2007). 10.25 Addendum to Executive Employment Agreement between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.93 to Annual Report on Form 10-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 31, 2009). 10.26 Addendum to Executive Employment Agreement, dated as of September 11, 2012, between Perry A. Sook and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 17, 2012). 10.27 Amendment to Executive Employment Agreement, dated as of January 29, 2015 between Perry A. Sook and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on February 5, 2015). 10.28 Amendment to Executive Employment Agreement, dated as of January 15, 2019 between Perry A. Sook and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 22, 2019). 10.29 Amendment to Executive Employment Agreement, dated as of August 1, 2022 between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 4, 2022. 10.30 Executive Employment Agreement, dated as of July 13, 2009, by and between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 12, 2009). 10.31 Amendment to the Executive Agreement between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 1, 2014). 10.32 Amendment to Executive Employment Agreement, dated as of January 9, 2017, between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 13, 2017). 10.33 Executive Employment Agreement, dated as of September 25, 2020, between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on October 1, 2020). 10.34 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. 10.35 Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.36 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. 10.37 Executive Employment Agreement, dated as of September 5, 2019, between Dana Zimmer and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.38 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. 10.39 Executive Employment Agreement, dated June 1, 2021 between Andrew Alford and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.40 Executive Employment Agreement, dated August 26, 2019 between Sean Compton and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.41 Amendment to Executive Employment Agreement, dated November 1, 2020 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 March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 10.42 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. 10.43 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.). 10.44 Nexstar Media Group, Inc. 2012 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on October 2, 2012). 55 10.45 Nexstar Media Group, Inc. 2015 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on April 24, 2015). 10.46 Nexstar Media Group, Inc. 2019 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on April 26, 2019). 10.47 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.). 14.1 Nexstar Media Group, Inc. Code of Ethics. (Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-50478) filed by Nexstar Media Group, Inc.). 21.1 Subsidiaries of the Registrant.* 23.1 Consent issued by PricewaterhouseCoopers LLP.* 31.1 Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.* 32.2 Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.* 97.1 Clawback Policy, Nexstar Media Group, Inc.* 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. * Filed herewith. 56 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEXSTAR MEDIA GROUP, INC. By: /s/ P ERRY A. S OOK Perry A. Sook Chairman and Chief Executive Officer By: /s/ L EE A NN G LIHA Lee Ann Gliha Chief Financial Officer (Principal Accounting and Financial Officer) Dated: February 28, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2024. Name Title /s/ P ERRY A. SOOK Chairman and Chief Executive Officer Perry A. Sook (Principal Executive Officer) /s/ LEE ANN GLIHA Chief Financial Officer Lee Ann Gliha (Principal Financial and Accounting Officer) /s/ GEOFF ARMSTRONG Director Geoff Armstrong /s/ BERNADETTE AULESTIA Director Bernadette Aulestia /s/ DENNIS J. FITZSIMONS Director Dennis J. FitzSimons /s/ JAY M. GROSSMAN Director Jay M. Grossman /s/ C. THOMAS MCMILLEN Director C. Thomas McMillen /s/ LISBETH MCNABB Director Lisbeth McNabb /s/ JOHN R. MUSE Director John R. Muse /s/ I. MARTIN POMPADUR Director I. Martin Pompadur /s/ ROYCE A. WELLS Director Royce A. Wells 57 NEXSTAR MEDIA GROUP, INC. INDEX TO FINANC IAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 F- 5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 202 1 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 202 1 F- 7 Notes to Consolidated Financial Statements Note 1: Organization and Business Operations F- 8 Note 2: Summary of Significant Accounting Policies F- 8 Note 3: Acquisitions F- 17 Note 4: Property and Equipment F- 19 Note 5: Intangible Assets and Goodwill F- 19 Note 6: Investments F- 21 Note 7: Accrued Expenses F- 22 Note 8: Debt F- 23 Note 9: Leases F- 26 Note 10: Retirement and Postretirement Plans F- 27 Note 11: Fair Value Measurements F- 31 Note 12: Common Stock F- 32 Note 13: Stock-Based Compensation F- 33 Note 14: Income Taxes F- 35 Note 15: FCC Regulatory Matters F- 37 Note 16: Commitments and Contingencies F- 38 Note 17: Segment Data F- 41 Note 18: Valuation and Qualifying Accounts F- 43 Note 19: Subsequent Events F- 43 F- 1 Report of Independent Regist ered Public Accounting Firm To the Board of Directors and Stockholders of Nexstar Media Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc. 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. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F- 2 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Uncertain Tax Position Related to the Chicago Cubs Transactions 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. After-tax interest on the aforementioned proposed tax and penalty through December 31, 2023 would be approximately $191.0 million. 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, 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; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to the measurement of the uncertain tax position related to the Chicago Cubs Transactions; (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to measurement of the uncertain tax position related to the Chicago Cubs Transactions. 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; 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 Dallas, Texas February 28, 2024 We have served as the Company’s auditor since 1997. F- 3 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED B ALANCE SHEETS (in millions, except for share and per share information) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 135 $ 204 Restricted cash and cash equivalents 12 16 Accounts receivable, net of allowance for credit losses of $ 20 and $ 18 , respectively 1,095 1,080 Broadcast rights 136 194 Prepaid expenses and other current assets 88 121 Total current assets 1,466 1,615 Property and equipment, net 1,269 1,262 Goodwill 2,946 2,961 FCC licenses 2,929 2,910 Network affiliation agreements, net 1,683 1,871 Other intangible assets, net 441 563 Investments 958 1,119 Other noncurrent assets, net 386 378 Total assets (1) $ 12,078 $ 12,679 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of debt $ 124 $ 124 Accounts payable 235 198 Broadcast rights payable 136 151 Accrued expenses 350 319 Operating lease liabilities 47 50 Other current liabilities 69 51 Total current liabilities 961 893 Debt 6,713 6,827 Deferred tax liabilities 1,520 1,606 Other noncurrent liabilities 571 584 Total liabilities (1) 9,765 9,910 Commitments and contingencies (Note 16) Stockholders’ equity: Preferred stock - $ 0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2023 and December 31, 2022 - - Common stock - $ 0.01 par value, 100,000,000 shares authorized; 47,282,823 shares issued, 33,600,926 shares outstanding as of December 31, 2023 and 47,282,823 shares issued, 36,810,186 shares outstanding as of December 31, 2022 - - Additional paid-in capital 1,283 1,288 Accumulated other comprehensive income 1 27 Retained earnings 3,188 3,033 Treasury stock - at cost; 13,681,897 and 10,472,637 shares as of December 31, 2023 and December 31, 2022, respectively ( 2,173 ) ( 1,607 ) Total Nexstar Media Group, Inc. stockholders’ equity 2,299 2,741 Noncontrolling interests 14 28 Total stockholders’ equity 2,313 2,769 Total liabilities and stockholders’ equity $ 12,078 $ 12,679 The accompanying Notes are an integral part of these Consolidated Financial Statements. (1) The consolidated total assets as of December 31, 2023 and 2022 include certain assets held by consolidated VIEs of $ 300 million and $ 304 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2023 and 2022 include certain liabilities of consolidated VIEs of $ 152 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. F- 4 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF OPER ATIONS AND COMPREHENSIVE INCOME (in millions, except for share and per share information) Years Ended December 31, 2023 2022 2021 Net revenue $ 4,933 $ 5,211 $ 4,648 Operating expenses (income): Direct operating, excluding depreciation and amortization 2,153 2,005 1,862 Selling, general and administrative, excluding depreciation and amortization 1,096 1,102 1,024 Depreciation and amortization 941 662 589 Goodwill and long-lived asset impairments 35 133 23 Reimbursement from the FCC related to station repack - ( 3 ) ( 20 ) Other - - ( 5 ) Total operating expenses 4,225 3,899 3,473 Income from operations 708 1,312 1,175 Gain on bargain purchase - 56 - Income from equity method investments, net 104 153 125 Interest expense, net ( 447 ) ( 337 ) ( 283 ) Loss on extinguishment of debt - ( 3 ) ( 3 ) Pension and other postretirement plans credit, net 36 43 81 Other expenses, net - ( 7 ) ( 2 ) Income before income taxes 401 1,217 1,093 Income tax expense ( 131 ) ( 274 ) ( 263 ) Net income 270 943 830 Net loss attributable to noncontrolling interests 76 28 4 Net income attributable to Nexstar Media Group, Inc. $ 346 $ 971 $ 834 Net income per common share attributable to Nexstar Media Group, Inc.: Basic $ 9.78 $ 24.68 $ 19.81 Diluted $ 9.64 $ 24.16 $ 18.98 Weighted average number of common shares outstanding: Basic (in thousands) 35,317 39,349 42,133 Diluted (in thousands) 35,834 40,187 43,982 Net income $ 270 $ 943 $ 830 Other comprehensive income (loss): Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax benefit (expense) of $ 9 in 2023, $ 39 in 2022, and ($ 37 ) in 2021 ( 26 ) ( 114 ) 107 Total comprehensive income 244 829 937 Total comprehensive loss attributable to noncontrolling interests 76 28 4 Total comprehensive income attributable to Nexstar Media Group, Inc. $ 320 $ 857 $ 941 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 5 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’ EQUITY For the Three Years Ended December 31, 2023 (in millions, except for share and per share information) Accumulated Additional Other Total Common Stock Paid-In Retained Comprehensive Treasury Stock Noncontrolling Stockholdersʼ Shares Amount Capital Earnings Income Shares Amount interests Equity Balances as of December 31, 2020 47,291,463 $ - $ 1,363 $ 1,488 $ 34 ( 4,034,635 ) $ ( 367 ) $ 19 $ 2,537 Purchase of treasury stock - - - - - ( 3,575,568 ) ( 537 ) - ( 537 ) Stock-based compensation expense - - 47 - - - - - 47 Vesting of restricted stock units and exercise of stock options - - ( 100 ) - - 1,076,169 97 - ( 3 ) Dividends declared on common stock ($ 2.80 per share) - - - ( 118 ) - - - - ( 118 ) Change in reporting entity resulting from common control transactions - - 1 - - - - ( 7 ) ( 6 ) Change in pension and other postretirement benefit obligations, net of tax - - - - 107 - - - 107 Net income (loss) - - - 834 - - - ( 4 ) 830 Balances as of December 31, 2021 47,291,463 - 1,311 2,204 141 ( 6,534,034 ) ( 807 ) 8 2,857 Purchase of treasury stock - - - - - ( 5,055,304 ) ( 881 ) - ( 881 ) Stock-based compensation expense - - 62 - - - - - 62 Vesting of restricted stock units and exercise of stock options - - ( 85 ) - - 1,116,701 81 - ( 4 ) Dividends declared on common stock ($ 3.60 per share) - - - ( 142 ) - - - - ( 142 ) Contribution from noncontrolling interests - - - - - - - 30 30 Noncontrolling interests from a business combination (see Note 3) - - - - - - - 24 24 Distribution to a noncontrolling interest - - - - - - - ( 6 ) ( 6 ) Change in pension and other postretirement benefit obligations, net of tax - - - - ( 114 ) - - - ( 114 ) Other ( 8,640 ) - - - - - - - - Net income (loss) - - - 971 - - - ( 28 ) 943 Balances as of December 31, 2022 47,282,823 - 1,288 3,033 27 ( 10,472,637 ) ( 1,607 ) 28 2,769 Purchase of treasury stock - - - - - ( 3,782,104 ) ( 611 ) - ( 611 ) Stock-based compensation expense - - 60 - - - - - 60 Vesting of restricted stock units and exercise of stock options - - ( 65 ) - - 572,844 45 - ( 20 ) Dividends declared on common stock ($ 5.40 per share) - - - ( 191 ) - - - - ( 191 ) Contribution from noncontrolling interests - - - - - - - 62 62 Change in pension and other postretirement benefit obligations, net of tax - - - - ( 26 ) - - - ( 26 ) Net income (loss) - - - 346 - - - ( 76 ) 270 Balances as of December 31, 2023 47,282,823 $ - $ 1,283 $ 3,188 $ 1 ( 13,681,897 ) $ ( 2,173 ) $ 14 $ 2,313 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 6 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEME NTS OF CASH FLOWS (in millions) Years Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 270 $ 943 $ 830 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 941 662 589 Goodwill and other long-lived asset impairments 35 133 23 Stock-based compensation expense 60 62 47 Amortization of debt financing costs, debt discounts and premium 11 13 15 Deferred income taxes ( 77 ) ( 103 ) 5 Spectrum repack reimbursements - ( 3 ) ( 20 ) Payments for broadcast rights ( 417 ) ( 244 ) ( 167 ) Gain on bargain purchase - ( 56 ) - Income from equity method investments, net ( 104 ) ( 153 ) ( 125 ) Distribution from equity method investments—return on capital 270 250 239 Changes in operating assets and liabilities, net of acquisitions and dispositions: Accounts receivable ( 13 ) ( 12 ) ( 109 ) Prepaid expenses and other current assets ( 4 ) 10 ( 5 ) Other noncurrent assets ( 24 ) ( 1 ) 35 Accounts payable 32 ( 50 ) 28 Accrued expenses and other current liabilities 29 ( 19 ) 4 Income tax payable 37 10 ( 48 ) Other noncurrent liabilities ( 48 ) ( 52 ) ( 118 ) Other 1 13 ( 8 ) Net cash provided by operating activities 999 1,403 1,215 Cash flows from investing activities: Purchases of property and equipment ( 149 ) ( 157 ) ( 151 ) Payments for acquisitions, net of cash acquired ( 38 ) - ( 138 ) Deposits received associated with the sale of real estate assets 10 10 13 Proceeds from disposals of assets 8 241 18 Cash acquired on business acquisition - 29 - Spectrum repack reimbursements - 3 20 Other investing activities, net ( 4 ) ( 1 ) 6 Net cash provided by (used in) investing activities ( 173 ) 125 ( 232 ) Cash flows from financing activities: Proceeds from debt issuance, net of debt discounts 20 2,480 321 Repayments of long-term debt ( 145 ) ( 2,960 ) ( 590 ) Purchase of treasury stock ( 605 ) ( 881 ) ( 537 ) Common stock dividends paid ( 191 ) ( 142 ) ( 118 ) Contribution from noncontrolling interests 62 30 - Payments for capitalized software obligations ( 19 ) ( 16 ) ( 17 ) Cash paid for shares withheld for taxes ( 24 ) ( 12 ) ( 11 ) Payments for contingent consideration in connection with a past acquisition - ( 14 ) - Other financing activities, net 3 - 7 Net cash used in financing activities ( 899 ) ( 1,515 ) ( 945 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 73 ) 13 38 Cash, cash equivalents and restricted cash at beginning of period 220 207 169 Cash, cash equivalents and restricted cash at end of period $ 147 $ 220 $ 207 Supplemental information: Interest paid $ 437 $ 330 $ 273 Income taxes paid, net of refunds $ 169 $ 370 $ 320 Non-cash investing and financing activities: Accrued and noncash purchases of property and equipment $ 13 $ 10 $ 11 Right-of-use assets obtained in exchange for operating lease obligations $ 54 $ 50 $ 45 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 7 NEXSTAR MEDIA GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: 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. Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States. As of December 31, 2023 , we owned, operated, programmed or provided sales and other services to 200 full power television stations and one AM radio station, including those television stations owned by VIEs, in 116 markets in 39 states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks. 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 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. Note 2: Summary of Significant Accounting Policies Principles of Consolidation 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. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Liquidity 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. As of December 31, 2023 , the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. Variable Interest Entities 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 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. F- 8 Consolidated VIEs 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: Owner Service Agreements Full Power Stations Mission TBA WFXP, KHMT and KFQX SSA & JSA KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB LMA WNAC and WPIX White Knight Broadcasting (“White Knight”) SSA & JSA WVLA and KFXK Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA LMA KNVA 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. As of December 31, the carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in millions): 2023 2022 Current assets: Cash and cash equivalents $ 6 $ 6 Accounts receivable, net 17 26 Prepaid expenses and other current assets 5 6 Total current assets 28 38 Property and equipment, net 58 59 Goodwill 151 151 FCC licenses 200 200 Network affiliation agreements, net 68 76 Other noncurrent assets, net 67 80 Total assets $ 572 $ 604 Current liabilities: Current portion of debt $ 2 $ 3 Other current liabilities 38 30 Total current liabilities 40 33 Debt 350 353 Deferred tax liabilities 36 35 Other noncurrent liabilities 78 85 Total liabilities $ 504 $ 506 F- 9 As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions): 2023 2022 Current assets $ 3 $ 4 Property and equipment, net 11 11 Goodwill 62 62 FCC licenses 200 200 Network affiliation agreements, net 22 26 Other noncurrent assets, net 2 1 Total assets $ 300 $ 304 Current liabilities $ 38 $ 28 Noncurrent liabilities 114 120 Total liabilities $ 152 $ 148 Non-Consolidated VIEs 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. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. 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. 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include, but are not limited to, those relating to allowance for credit losses, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, deferred income tax asset valuation allowances, fair value of stock-based compensation, the recoverability of goodwill, FCC licenses and long-lived assets, pension and postretirement obligations, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. 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. F- 10 Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. 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. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. 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 Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; 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 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 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. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). 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. For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. 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 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. As such, the Company applies the exception for sales- or usage-based royalty for the accounting of variable consideration and recognizes revenue (distribution revenue) at the point in time the broadcast signal is delivered to the distributors. The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Other distribution revenue includes affiliate compensation revenue in accordance with certain affiliation agreements, which is recognized ratably over the term of the agreement. F- 11 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’ 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. Revenue is recognized at the time advertising is delivered through these platforms. Revenue from other digital businesses includes a consumer product reviews platform, which is recognized upon performance of services. The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. 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. The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. See Note 17 for disaggregated revenue information. Investments 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. 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, 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. Leases 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. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. 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. ROU assets and lease liabilities arising from operating leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities in the accompanying Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 9 for additional disclosures on leases as of December 31, 2023 . F- 12 Broadcast Rights and Broadcast Rights Payable The Company acquires licenses to broadcast programs from national program syndicators and from certain production companies. The Company records these contracts as an asset and a liability when the following criteria are met: (i) the license period has begun, (ii) the cost of each program is known or reasonably determinable, (iii) the program material has been accepted in accordance with the license agreement, and (iv) the program is produced and available for broadcast. Broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. 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, 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. Property and Equipment, Net Property and equipment is stated at cost or at estimated fair value if acquired through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4 ). Intangible Assets, Net Intangible assets consist primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand value and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including the income approach, such as discounted projected cash flows, and other income, market or cost approaches. The estimated fair value of an FCC license acquired in a business combination is calculated using a discounted projected cash flow model referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the license alone. This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design, lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a projection period model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to reach a normalized state of operations, (ii) television market long-term growth rate over a projection period, (iii) estimated market revenue share for a typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital expenditures based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate jurisdiction, and (vii) an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also includes an estimated terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate. The assumptions used in estimating the fair value of a network affiliation agreement acquired in a business combination are similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in the valuation of network affiliation agreements except that the estimated market revenue share, estimated profit margins, capital expenditures and other assumptions reflect a market participant premium based on the programming of a network affiliate relative to an independent station. This approach would result in an estimated collective fair value of the FCC license and a network affiliation agreement. The excess of the estimated fair value in this model over the estimated value of an FCC license of an independent station under the Greenfield Method represents the estimated fair value of a network affiliation agreement. F- 13 Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. 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. 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. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. 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. 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. The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying amount. 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. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis. An impairment is recorded when the carrying value of an FCC license exceeds its fair value. 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. revenue growth, operating profit margins, capital expenditures, discount rates) used to calculate the fair value of reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization and by comparing the fair values of its reporting units to recent market sale transactions. 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 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. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. F- 14 Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Debt financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. 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 The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $ 14 million, $ 24 million, and $ 21 million for the years ended December 31, 2023, 2022 and 2021 , respectively. 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. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Consolidated Balance Sheets. The net periodic benefit credit, which consists of expected return on plan assets and interest costs, is disclosed on a separate line item below income from operations in the accompanying Consolidated Statements of Operations and Comprehensive Income. Stock-Based Compensation Nexstar maintains stock-based employee and non-employee compensation plans which are described more fully in Note 13. The fair values of time-based and performance-based restricted stock units are based on the number of shares awarded and market price of the stock on the date of award. These amounts are recognized into selling, general and administrative expense over the vesting period of the time-based restricted stock units and when it is probable that the performance conditions will be achieved for performance-based restricted stock units. The excess or shortage of tax deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense, respectively. The Company calculates the grant-date fair value of employee and non-employee stock options using the Black-Scholes model, but no compensation expense was recorded during the years 2023, 2022 and 2021 as the options are fully vested and there were no additional stock option grants during these years. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Nexstar files a consolidated federal income tax return. Mission, White Knight and 54 Broadcasting, Inc. (a subsidiary of Vaughan and owner of station KNVA) file their own separate federal income tax returns. The CW and Vaughan are disregarded entities for tax purposes and do not incur tax within the consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties relating to income taxes within income tax expense. F- 15 Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. 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): 2023 2022 2021 Weighted average shares outstanding - basic 35,317 39,349 42,133 Dilutive effect of equity incentive plan instruments 517 838 1,849 Weighted average shares outstanding - diluted 35,834 40,187 43,982 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 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. Recent Accounting Pronouncements New Accounting Standards Adopted 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. 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 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. F- 16 Note 3: Acquisitions 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 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 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. The transaction was accounted for under the acquisition method of accounting. 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 $ 29 Accounts receivable 56 Prepaid expenses and other current assets 3 Broadcast rights 124 Intangible assets 17 Other noncurrent assets 6 Total assets acquired 235 Liabilities assumed: Accounts payable and accrued expenses ( 26 ) Broadcast rights payable ( 97 ) Deferred tax liabilities ( 19 ) Other liabilities ( 13 ) Total liabilities assumed ( 155 ) Net assets acquired 80 Consideration paid - Noncontrolling interests ( 24 ) Gain on bargain purchase $ 56 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. 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. F- 17 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 Acquisition of The Hill 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 $ 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 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. 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, 2022 2021 Net revenue $ 5,514 $ 5,107 Income before income taxes 917 786 Net income 689 592 Net income attributable to Nexstar 781 690 The unaudited pro forma financial information combines the historical results of operations, adjusted for business combination accounting effects including transaction costs, the gain on bargain purchase, the amortization charges from acquired intangible assets and the related tax effects. 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 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. F- 18 Note 4: Property and Equipment Property and equipment consisted of the following, as of December 31 (dollars in millions): Estimated useful life, in years 2023 2022 Buildings and improvements 39 $ 409 $ 393 Land N/A 249 241 Leasehold improvements term of lease 119 101 Studio and transmission equipment 5 - 15 1,095 1,054 Computer equipment 3 - 5 151 152 Furniture and fixtures 7 32 30 Vehicles 5 64 61 Construction in progress N/A 60 65 2,179 2,097 Less: accumulated depreciation and amortization ( 910 ) ( 835 ) Property and equipment, net $ 1,269 $ 1,262 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. Note 5: Intangible Assets and Goodwill The Company’s definite-lived intangible assets consisted of the following, as of December 31 (dollars in millions): 2023 2022 Estimated Accumulated Accumulated useful life, Amortization Amortization in years Gross and Impairment Net Gross and Impairment Net Network affiliation agreements 15 $ 3,125 $ ( 1,442 ) $ 1,683 $ 3,125 $ ( 1,254 ) $ 1,871 Other definite-lived intangible assets 1 - 20 1,093 ( 652 ) 441 1,077 ( 514 ) 563 Definite-lived intangible assets $ 4,218 $ ( 2,094 ) $ 2,124 $ 4,202 $ ( 1,768 ) $ 2,434 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 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, 2023 (in millions): 2024 $ 291 2025 284 2026 265 2027 252 2028 237 Thereafter 795 $ 2,124 F- 19 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): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2022 $ 3,141 $ ( 180 ) $ 2,961 $ 2,958 $ ( 48 ) $ 2,910 Current year acquisitions (see Note 3) 4 - 4 19 - 19 Impairment loss - ( 19 ) ( 19 ) - - - Balances as of December 31, 2023 $ 3,145 $ ( 199 ) $ 2,946 $ 2,977 $ ( 48 ) $ 2,929 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 2023, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations 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. 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 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 market approach. 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. F- 20 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. Note 6: Investments Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in millions): 2023 2022 Equity method investments $ 953 $ 1,115 Other equity investments 5 4 Total investments $ 958 $ 1,119 Equity Method Investments 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): 2023 2022 2021 Income on equity investments, net, before amortization of basis difference $ 174 $ 223 $ 250 Amortization of basis difference ( 70 ) ( 70 ) ( 125 ) Income on equity investments, net $ 104 $ 153 $ 125 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 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 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 (“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. F- 21 The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2024. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. 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, 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 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. Summarized financial information for TV Food Network is as follows (in millions): Years Ended December 31, 2023 2022 2021 Net revenue $ 1,124 $ 1,298 $ 1,340 Costs and expenses 571 583 537 Income from operations 554 716 803 Net income 565 724 810 Net income attributable to Nexstar Media Group, Inc. 177 227 253 As of December 31 2023 2022 Current assets $ 383 $ 728 Noncurrent assets 484 421 Current liabilities 102 85 Noncurrent liabilities - - Note 7: Accrued Expenses Accrued expenses consisted of the following, as of December 31 (in millions): 2023 2022 Compensation and related taxes $ 113 $ 113 Interest payable 55 56 Network affiliation fees 85 50 Other 97 100 $ 350 $ 319 F- 22 Note 8: Debt Long-term debt consisted of the following, as of December 31 (dollars in millions): 2023 2022 Nexstar Term Loan A, due June 2027 $ 2,243 $ 2,364 Term Loan B, due September 2026 1,561 1,561 5.625 % Notes, due July 2027 1,714 1,714 4.75 % Notes, due November 2028 1,000 1,000 Mission Term Loan B, due June 2028 292 296 Revolving loans, due June 2027 62 62 Total outstanding principal 6,872 6,997 Less: unamortized financing costs and discount - Nexstar Term Loan A, due June 2027 ( 6 ) ( 8 ) Less: unamortized financing costs and discount - Nexstar Term Loan B, due September 2026 ( 24 ) ( 33 ) Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes, due July 2027 3 4 Less: unamortized financing costs and discount - Nexstar 4.75% Notes, due November 2028 ( 6 ) ( 7 ) Less: unamortized financing costs and discount - Mission Term Loan B, due June 2028 ( 2 ) ( 2 ) Total outstanding debt 6,837 6,951 Less: current portion ( 124 ) ( 124 ) Long-term debt, net of current portion $ 6,713 $ 6,827 Senior Secured Credit Facilities 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: • 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 %) F- 23 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. These additional notes were issued at a price of 104.875 %. These additional notes are treated as a single series with the 5.625% Notes, due July 2027 issued on July 3, 2019. 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”). 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. Generally, if an event of default occurs, the trustee or holders of at least 25 % in principal amount of the then outstanding 5.625% Notes, due July 2027 may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes, due July 2027 to be due and payable. 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”). 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. 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. At any time prior to November 1, 2023, Nexstar may also redeem up to 40 % of the aggregate principal amount at a redemption price of 104.75 %, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings. At any time on or after November 1, 2023, Nexstar may redeem the 4.75% Notes, due November 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes, due November 2028 Indenture. 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. F- 24 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. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25 % in principal amount of the then outstanding 4.75% Notes, due November 2028 may declare the principal of, premium, and accrued but unpaid interest, including additional interest, on all the 4.75% Notes, due November 2028 to be due and payable. Upon such a declaration , such principal, premium and accrued and unpaid interest will be due and payable immediately. Unused Commitments and Borrowing Availability 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. 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. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of December 31, 2023, the Company was in compliance with its financial covenants. Debt Maturities The scheduled principal maturities of the Company’s debt as of December 31, 2023 are summarized as follows (in millions): 2024 $ 124 2025 124 2026 1,685 2027 3,658 2028 1,281 Thereafter - $ 6,872 F- 25 Note 9: Leases 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 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. Supplemental balance sheet information related to operating leases as of December 31 was as follows (in millions, except lease term and discount rates): Balance Sheet Classification 2023 2022 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 290 $ 288 Current operating lease liabilities Operating lease liabilities $ 47 $ 50 Noncurrent operating lease liabilities Other noncurrent liabilities $ 246 $ 238 Weighted Average Remaining Lease Term of Operating leases 8 years 8 years Weighted Average Discount Rate of Operating leases 5.0 % 5.1 % Operating lease expenses for the year ended December 31, 2023 were $ 65 million, of which $ 28 million and $ 37 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. Operating lease expenses for the year ended December 31, 2022 were $ 62 million, of which $ 28 million and $ 34 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. Operating lease expenses for the year ended December 31, 2021 were $ 57 million, of which $ 27 million and $ 30 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. Cash paid for operating leases included in the operating cash flows was $ 64 million, $ 60 million and $ 52 million for the years ended December 31, 2023, 2022 and 2021, respectively. Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in millions): Operating Leases 2024 $ 60 2025 47 2026 39 2027 37 2028 33 Thereafter 153 Total future minimum lease payments 369 Less: imputed interest ( 76 ) Total $ 293 F- 26 Note 10: Retirement and Postretirement Plans Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. 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 $ 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. The changes in the funded status are recorded in the year in which changes occur through comprehensive income (loss). 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): Pension Benefits OPEB 2023 2022 2023 2022 Change in benefit obligations Benefit obligations at beginning of period $ 1,779 $ 2,257 $ 21 $ 27 Service cost 1 1 - - Interest cost 83 47 1 1 Plan amendments - 1 - - Actuarial (gain) loss 32 ( 400 ) - ( 5 ) ESOP transfer 3 3 - - Benefit payments ( 191 ) ( 130 ) ( 2 ) ( 2 ) Benefit obligations at end of period $ 1,707 $ 1,779 $ 20 $ 21 Change in plan assets Fair value of plan assets at beginning of period $ 1,562 $ 2,152 $ - $ - Actual return on plan assets 117 ( 467 ) - - Employer contributions 4 4 2 2 ESOP transfer 3 3 - - Benefit payments ( 191 ) ( 130 ) ( 2 ) ( 2 ) Fair value of plan assets at end of period $ 1,495 $ 1,562 $ - $ - Amounts recognized in Consolidated Balance Sheets Current liabilities $ ( 3 ) $ ( 4 ) $ ( 2 ) $ ( 2 ) Noncurrent liabilities ( 209 ) ( 213 ) ( 18 ) ( 19 ) Funded status $ ( 212 ) $ ( 217 ) $ ( 20 ) $ ( 21 ) 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): 2023 2022 Benefit obligations $ 1,707 $ 1,779 Accumulated benefit obligations 1,707 1,779 Fair value of plan assets 1,495 1,562 F- 27 The plans’ benefit obligations were determined using the following assumptions: Pension Benefits OPEB 2023 2022 2021 2023 2022 2021 Discount rate 4.78 % - 4.79 % 4.98 % - 4.99 % 2.69 % - 2.70 % 4.59 % - 4.75 % 4.79 % - 4.94 % 1.99 % - 2.59 % Compensation increase rate - - - 2.00 % 2.00 % 2.00 % 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 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. Net Periodic Benefit Cost (Credit) The following tables provide the components of net periodic benefit cost (credit) for the plans for the years ended December 31 (in millions): Pension Benefits OPEB 2023 2022 2021 2023 2022 2021 Service cost $ 1 $ 1 $ 1 $ - $ - $ - Interest cost 83 47 40 1 1 - Expected return on plan assets ( 112 ) ( 91 ) ( 111 ) - - - Amortization of net (gain) loss ( 8 ) - 1 - - 1 Settlement gain recognized - - ( 13 ) - - - Net periodic benefit cost (credit) $ ( 36 ) $ ( 43 ) $ ( 82 ) $ 1 $ 1 $ 1 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 OPEB 2023 2022 2021 2023 2022 2021 Discount rate 4.98 % - 4.99 % 2.69 % - 2.70 % 2.16 % - 2.29 % 4.79 % - 4.92 % 1.96 % - 2.49 % 1.39 % - 2.06 % Expected return on plan assets 5.53 % - 6.38 % 4.01 % - 5.01 % 5.15 % - 5.90 % - - - Compensation increase rate - - - 2.00 % 2.00 % 2.00 % Cash balance interest crediting rate 3.50 % - 3.75 % 1.75 % - 2.00 % 2.20 % - 2.50 % - - - The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital market scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the portfolio based on the current asset allocation. For purposes of measuring the related postretirement health care costs for 2023, we assumed a 6.0 % - 8.5 % annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 4.5 % for 2030 and remain at that level thereafter. For purposes of measuring the related postretirement health care obligations at December 31, 2023, we assumed a 6.2 % - 10.0 % annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 4.5 % for 2032 and remain at that level thereafter. F- 28 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 OPEB December 31, 2020 $ 49 $ ( 3 ) Actuarial gain 142 2 December 31, 2021 $ 191 $ ( 1 ) Prior service cost ( 1 ) - Actuarial gain (loss) ( 158 ) 5 December 31, 2022 $ 32 $ 4 Actuarial loss ( 35 ) - December 31, 2023 $ ( 3 ) $ 4 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 Percentage of Plan Assets at Year End Asset category: 2024 2023 Equity securities 20 % - 40 % 31 % Fixed income securities 60 % - 80 % 63 % Opportunistic - 6 % Total 100 % 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. equity, 0 %- 16 % non-U.S. equity, 0 %- 13 % emerging market equity, 0 %- 17 % global equity, 0 %- 17 % opportunistic sub-asset classes, 50 %- 70 % fixed income and 0 %- 5 % cash. • For plan assets with a total fair value of $ 287 million as of December 31, 2023, the investment policy ranges are 0 %- 18 % U.S. equity, 0 %- 12 % non-U.S. 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. The investment policies are reviewed frequently and administered by an investment consultant. Periodically, Nexstar evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the defined objectives, similarly invested portfolios and specific market indices. Investments in Common Collective Trust Funds do not have any unfunded commitments and do not have any applicable liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; 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: • Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total return performance of their respective benchmarks in both the U.S. and international markets. Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap), Russell 2500 (U.S. mid cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks. F- 29 • Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective benchmarks. Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds), Barclays Capital Long Corporate and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks. • 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 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, 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 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 52 $ - $ - $ 52 Common collective trusts - 18 - 18 Other 2 - - 2 Pooled separate account - 6 - 6 Total pension plan assets measured at fair value $ 54 $ 24 $ - 78 Pension plan assets measured at NAV as a practical expedient 1,412 Pension plan assets measured at contract value: Insurance contracts 5 Total pension plan assets $ 1,495 Pension Plan Assets as of December 31, 2022 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 41 $ - $ - $ 41 Common collective trusts - 24 - 24 Other 2 - - 2 Pooled separate account - 7 - 7 Total pension plan assets measured at fair value $ 43 $ 31 $ - 74 Pension plan assets measured at NAV as a practical expedient 1,483 Pension plan assets measured at contract value: Insurance contracts 5 Total pension plan assets $ 1,562 Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy. Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. Certain common/collective trusts, investment companies and real estate that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. The PSA portfolio includes investments in money market instruments, government and corporate bonds and notes. The PSA is valued daily based on the market value of the underlying net assets in the separate account. The majority of the underlying net assets have observable Level 1 and/or 2 quoted pricing inputs which are used to determine the unit value of the PSA, which is not publicly quoted and therefore classified as Level 2 of the fair value hierarchy. F- 30 Expected Cash Flows 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. Actual amounts could be materially different. Pension Benefits OPEB Employer Contributions 2024 to participant benefits $ 6 $ 2 Expected Benefit Payments 2024 $ 146 $ 2 2025 144 2 2026 142 2 2027 141 2 2028 139 2 2029-2033 639 8 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. Employer contributions to the 401(k) Plans may be made at the discretion of management of the Company. During the years ended December 31, 2023, 2022 and 2021 , Nexstar contributed $ 18 million, $ 14 million and $ 16 million, respectively, to the 401(k) Plans. The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, are eligible. The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company for these plans for 2023 are immaterial. Note 11: Fair Value Measurements 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). 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; 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. 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. F- 31 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): 2023 2022 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A, due June 2027 (1) $ 2,237 $ 2,217 $ 2,356 $ 2,275 Term Loan B, due September 2026 (1) 1,537 1,545 1,528 1,555 5.625 % Notes, due July 2027 (2) 1,717 1,654 1,718 1,620 4.75 % Notes, due November 2028 (2) 994 915 993 880 Mission Term Loan B, due June 2028 (1) 290 288 294 291 Revolving loans due June 2027 (1) 62 60 62 60 (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. (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. See Note 10 for fair value disclosures related to retirement and postretirement plans. Note 12: Common Stock The holders of common stock are entitled to one vote per share. 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 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. F- 32 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 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. 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 . Note 13: 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. The fair values of PSUs are recognized when it is probable that the performance conditions will be achieved. The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated using the Black-Scholes option-pricing model. The Company recognized stock-based compensation expense of $ 60 million, $ 62 million and $ 47 million for the years ended December 31, 2023, 2022 and 2021, respectively, all attributable to RSUs and PSUs. In 2023, 2022 and 2021 , there was no stock-based compensation attributable to stock options . As of December 31, 2023 , there was $ 111 million of total unrecognized compensation cost related to RSUs and PSUs, which is expected to be recognized over a weighted-average period of 2.2 years. There is no remaining unrecognized compensation cost related to stock options. Stock-Based Compensation Plans 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. Stock Options Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant. 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. F- 33 The following table summarizes activity and information related to stock options for the year ended December 31, 2023: Outstanding Options Non-Vested Options Weighted- Weighted- Average Aggregate Weighted- Average Remaining Intrinsic Average Exercise Contractual Value Grant-Date Shares Price Term (Years) (thousands) Shares Fair Value Balances as of December 31, 2022 337,136 $ 46.87 1.65 $ 43,208 - $ - Granted - $ - - - - $ - Exercised ( 93,068 ) $ 46.06 - - - $ - Vested - $ - - - - $ - Forfeited/cancelled - $ - - - - $ - Balances as of December 31, 2023 244,068 $ 47.17 0.88 $ 26,744 - $ - Exercisable as of December 31, 2023 244,068 $ 47.17 0.88 $ 26,744 Fully vested and expected to vest as of December 31, 2023 244,068 $ 47.17 0.88 $ 26,744 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. Time-Based Restricted Stock Units 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: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2022 914,897 $ 127.72 Awarded 413,388 $ 155.20 Vested ( 448,953 ) $ 119.81 Forfeited/cancelled ( 64,008 ) $ 145.49 Unvested as of December 31, 2023 815,324 $ 144.62 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: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2022 206,583 $ 136.49 Awarded 150,659 $ 173.98 Vested ( 170,550 ) $ 134.91 Forfeited/cancelled ( 13,125 ) $ 122.61 Unvested as of December 31, 2023 173,567 $ 171.63 F- 34 Note 14: Income Taxes The income tax expense (benefit) consisted of the following components for the years ended December 31 (in millions): 2023 2022 2021 Current tax expense: Federal $ 170 $ 294 $ 219 State 37 82 38 207 376 257 Deferred tax expense (benefit): Federal ( 60 ) ( 84 ) 2 State ( 16 ) ( 18 ) 4 ( 76 ) ( 102 ) 6 Income tax expense $ 131 $ 274 $ 263 The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in millions): 2023 2022 2021 Federal income tax at the statutory rate $ 84 $ 256 $ 230 State and local taxes, net of federal benefit 18 47 43 Nondeductible compensation 8 8 6 Nondeductible meals and entertainment 3 2 2 Excess tax benefit on stock-based compensation ( 4 ) ( 26 ) ( 20 ) Change in beginning of year valuation allowance 10 ( 4 ) 19 Uncertain tax positions - ( 4 ) ( 12 ) Bargain purchase gain - ( 12 ) - Minority interest 14 5 - Other ( 2 ) 2 ( 5 ) Income tax expense $ 131 $ 274 $ 263 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. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment. The Act also provides for immediate expensing of 100 % of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20 % per year until it is completely phased out as of January 1, 2027. 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. F- 35 The components of the net deferred tax asset (liability) were as follows, as of December 31 (in millions): 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 43 $ 45 Compensation 8 7 Rent 70 70 Pension 61 62 Other 51 53 Total deferred tax assets 233 237 Valuation allowance for deferred tax assets ( 48 ) ( 38 ) Total deferred tax assets 185 199 Deferred tax liabilities: Property and equipment ( 199 ) ( 208 ) Other intangible assets ( 409 ) ( 490 ) Goodwill ( 138 ) ( 133 ) FCC licenses ( 666 ) ( 656 ) Rent ( 73 ) ( 72 ) Investments ( 177 ) ( 202 ) Other ( 43 ) ( 44 ) Total deferred tax liabilities ( 1,705 ) ( 1,805 ) Net deferred tax liabilities $ ( 1,520 ) $ ( 1,606 ) 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. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions as further described in Note 16. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in millions): 2023 2022 2021 Uncertain tax position liability at the beginning of the year $ 28 $ 33 $ 46 Decreases related to settlements with taxing authorities - ( 2 ) ( 7 ) Decreases related to expiration of statute of limitations ( 1 ) ( 3 ) ( 6 ) Uncertain tax position liability at the end of the year $ 27 $ 28 $ 33 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 $ 9 million, $ 7 million and $ 6 million for the years ended December 31, 2023, 2022 and 2021, 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 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. There can be no assurance that the outcomes from any tax examinations will not have a significant impact on the amount of such liabilities, which could have an impact on the operating results or financial position of the Company. F- 36 The Company files income tax returns in the U.S. 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. Nexstar is subject to U.S. federal tax examinations for years after 2019. The Company currently has various state income tax returns in the process of examination or administrative appeal. Additionally, any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the Company is subject to state tax examination for years after 2018 and any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination. The Company has gross federal and state income tax NOL carryforwards of $ 165 million and $ 164 million, respectively, which are available to reduce future taxable income if utilized before their expiration. A valuation allowance has been recorded against $ 143 million of federal NOLs and $ 82 million of state NOLs attributable to one of the consolidated VIEs. The federal NOLs expire through 2037 if not utilized. Federal NOLs generated after 2017 carry forward indefinitely. State NOLs will expire through 2043 if not utilized. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Ownership changes are evaluated as they occur and could limit the ability to use NOLs. 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. Note 15: 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. television households (as calculated using a prescribed FCC methodology). 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.” 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. F- 37 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 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. 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. MVPD operators have actively sought to change the regulations under which retransmission consent is negotiated before both the U.S. 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 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. Note 16: Commitments and Contingencies Broadcast Rights Commitments Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2023 (in millions): 2024 $ 169 2025 153 2026 152 2027 141 2028 135 Thereafter 360 $ 1,110 Guarantee of Mission Debt Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts. As of December 31, 2023 , Mission had a maximum commitment of $ 368 million under its amended credit agreement, of which $ 354 million principal balance of debt was outstanding. F- 38 Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. 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. However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. 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. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: 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. The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019 ; Defendants filed a Motion to Dismiss on September 5, 2019 . Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019 . This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019 . The Court denied that motion on November 6, 2020. On March 16, 2022, the Plaintiffs filed their Third Amended Complaint. The Third Amended Complaint adds two additional plaintiffs and an additional defendant, but does not make material changes to the allegations. The parties are in the discovery phase of litigation. The Court has not yet set a trial date. Nexstar and Tribune deny all allegations against them and will defend their advertising practices. F- 39 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”). 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”). 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. 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. 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. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $ 225 million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $ 154 million of tax payments prior to its merger with Nexstar. A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. 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. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. 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. F- 40 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. 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. Note 17: Segment Data 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 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. 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, Net revenue 2023 2022 2021 Broadcast $ 4,611 $ 5,033 $ 4,534 The CW 250 66 - Corporate (unallocated) and Other 72 112 114 Total net revenue $ 4,933 $ 5,211 $ 4,648 Years Ended December 31, Operating income (loss) 2023 2022 2021 Broadcast segment profit $ 1,666 $ 2,166 $ 1,742 The CW segment loss (1) ( 202 ) ( 70 ) - Corporate (unallocated) and Other ( 180 ) ( 180 ) ( 153 ) Depreciation and amortization expense (2) ( 565 ) ( 572 ) ( 589 ) Goodwill and other long-lived asset impairments ( 35 ) ( 133 ) ( 23 ) Payments for broadcast rights (3) 88 126 167 Loss attributable to noncontrolling owners of a segment ( 67 ) ( 23 ) - Reimbursement from the FCC related to station repack - 3 20 Miscellaneous, net 3 ( 5 ) 11 Income from operations $ 708 $ 1,312 $ 1,175 As of December 31, Assets 2023 2022 Broadcast (4) $ 11,203 $ 11,635 The CW 298 305 Corporate (unallocated) and Other 577 739 $ 12,078 $ 12,679 F- 41 As of December 31, Goodwill 2023 2022 Broadcast $ 2,877 $ 2,873 Corporate (unallocated) and Other 69 88 $ 2,946 $ 2,961 (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 Broadcast The CW Corporate (unallocated) and Other Consolidated Core advertising $ 1,571 $ 89 $ - $ 1,660 Political advertising 66 - - 66 Distribution 2,674 72 ( 19 ) 2,727 Digital 257 50 88 395 Other 43 39 3 85 Total net revenue $ 4,611 $ 250 $ 72 $ 4,933 Year Ended December 31, 2022 Broadcast The CW Corporate (unallocated) and Other Consolidated Core advertising $ 1,692 $ 26 $ - $ 1,718 Political advertising 506 - - 506 Distribution 2,553 20 ( 2 ) 2,571 Digital 240 17 108 365 Other 42 3 6 51 Total net revenue $ 5,033 $ 66 $ 112 $ 5,211 Year Ended December 31, 2021 Broadcast The CW Corporate (unallocated) and Other Consolidated Core advertising $ 1,762 $ - $ - $ 1,762 Political advertising 45 - - 45 Distribution 2,472 - 1 2,473 Digital 216 - 106 322 Other 39 - 7 46 Total net revenue $ 4,534 $ - $ 114 $ 4,648 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. F- 42 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. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber. Note 18: Valuation and Qualifying Accounts Allowance for Credit Losses Rollforward (in millions): Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2023 $ 18 $ 12 $ ( 10 ) 20 Year Ended December 31, 2022 23 5 ( 10 ) 18 Year Ended December 31, 2021 35 10 ( 22 ) 23 (1) Uncollectible accounts written off, net of recoveries. Note 19: Subsequent Events 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 $ 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. F- 43