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What changed in NEXSTAR MEDIA GROUP, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of NEXSTAR MEDIA GROUP, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+301 added−373 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in NEXSTAR MEDIA GROUP, INC.'s 2024 10-K

301 paragraphs added · 373 removed · 267 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

160 edited+18 added−48 removed107 unchanged
Biggest change(23) 6/1/2029 52 Fresno, CA O&O O&O KSEE KGPE NBC CBS KSEE-D2, D3, D4 KGPE-D2, D3, D4 Bounce, GRIT, Rewind TV ION Mystery, TheGrio, Court TV (23) 53 Providence, RI O&O LSA WPRI WNAC (5) CBS FOX WPRI-D2, D3, D4 WNAC-D2, D3, D4 MNTV, True Crime, Dabl The CW, Rewind TV, Antenna TV (23) 54 Buffalo, NY O&O O&O WIVB (9) WNLO CBS The CW WIVB-D2 WNLO-D2 QVC Rewind TV (23) 56 Richmond, VA O&O WRIC ABC WRIC-D2, D3, D4 Rewind TV, Cozi TV, Laff 10/1/2028 57 Mobile, AL O&O O&O WKRG WFNA CBS The CW WKRG-D2, D3, D4 WFNA-D2, D3, D4 ION, MeTV, Court TV Bounce, True Crime, GRIT 4/1/2029 4/1/2029 58 Wilkes Barre, PA O&O LSA WBRE WYOU (5) NBC CBS WBRE-D2, D3, D4 WYOU-D2, D3, D4 Laff, Rewind TV, True Crime ION Mystery, getTV, Cozi TV (23) 59 Little Rock, AR O&O O&O LSA LSA KARK KARZ KLRT (5) KASN (5) NBC MNTV FOX The CW KARK-D2, D3, D4 KARZ-D2 KLRT-D2 KASN-D2, D3, D4, D5 Laff, GRIT, Antenna TV Bounce ION Mystery Rewind TV, ION, Defy, GRIT 6/1/2029 6/1/2029 6/1/2029 6/1/2029 60 Albany, NY O&O LSA WTEN WXXA (5) ABC FOX WTEN-D2, D3, D4 WXXA-D2, D3, D4, D5 Cozi TV, Antenna TV, ION Mystery OTB-TV, GRIT, Rewind TV, True Crime (23) 61 Knoxville, TN O&O WATE ABC WATE-D2, D3, D4 Antenna TV, Rewind TV, Cozi TV 8/1/2029 63 Lexington, KY O&O WDKY FOX WDKY-D2, D3, D4 Rewind TV, Charge!, Comet 8/1/2029 66 Dayton, OH O&O LSA WDTN WBDT (9)(14) NBC The CW WDTN-D2, D3 WBDT-D2 ION Mystery, ION Bounce 10/1/2029 10/1/2029 67 Des Moines, IA O&O WHO NBC WHO-D2, D3, D4 Rewind TV, Antenna TV, Iowa’s Weather Channel 2/1/2030 68 Honolulu, HI O&O O&O O&O O&O O&O O&O KHON KHAW (15) KAII (15) KGMD (15) KGMV (15) KHII FOX FOX FOX MNTV MNTV MNTV KHON-D2, D3, D4 KHAW-D2, D3, D4 KAII-D2, D3, D4 The CW, GRIT, Rewind TV The CW, GRIT, Rewind TV The CW, GRIT, Rewind TV (23) 69 Green Bay, WI O&O WFRV CBS WFRV-D2, D3, D4 Bounce, True Crime, Rewind TV 12/1/2029 70 Roanoke, VA O&O O&O WFXR WWCW FOX The CW WFXR-D2, D3, D4 WWCW-D2, D3, D4 The CW, Bounce, Quest FOX, Rewind TV, GRIT 10/1/2028 10/1/2028 72 Wichita, KS O&O O&O O&O O&O O&O KSNW KSNC (16) KSNG (16) KSNK (16) NBC NBC NBC NBC KSNW-D2, D3, D4 KSNG-D2 KSNL-LD Telemundo, ION, True Crime Telemundo NBC 6/1/2030 (23) (23) (23) 6/1/2030 73 Springfield, MO O&O O&O LSA KRBK KOZL KOLR (5) FOX MNTV CBS KRBK-D2, D3, D4 KOZL-D2, D3, D4 KOLR-D2, D3, D4 Antenna TV, Dabl, ION ION Mystery, Bounce, Rewind TV Laff, GRIT, ShopLC (23) 2/1/2030 2/1/2030 76 Rochester, NY O&O WROC CBS WROC-D2, D3, D4 Bounce, GRIT, ION Mystery (23) 79 Charleston, WV O&O WOWK CBS WOWK-D2, D3, D4 ION Mystery, GRIT, Rewind TV 10/1/2028 81 Huntsville, AL O&O O&O WHNT WHDF CBS The CW WHNT-D2, D3 WHDF-D2, D3, D4 The CW, Antenna TV Court TV, Rewind TV, Charge! 4/1/2029 4/1/2029 82 Brownsville, TX O&O O&O KVEO KGBT NBC MNTV KVEO-D2 KGBT-D2, D3, D4, D5, D6 CBS Rewind TV, Comet, Estrella, ION Mystery, GRIT 8/1/2030 (23) 83 Waco-Bryan, TX O&O O&O KWKT KYLE FOX MNTV KWKT-D2, D3, D4 KYLE-D2, D3, D4 MNTV, Antenna TV, Bounce FOX, Antenna TV, Laff (23) 85 Savannah, GA O&O WSAV NBC WSAV-D2, D3, D4 The CW, Court TV/MNTV, Laff (23) 86 Colorado Springs, CO O&O O&O KXRM FOX KXRM-D2, D3, D4 KXTU-LD, D2, D3, D4 The CW, ION, ION Mystery The CW, Bounce, Laff, Antenna TV (23) 87 Syracuse, NY O&O WSYR ABC WSYR-D2, D3, D4 Antenna TV, Bounce, Laff (23) 88 Charleston, SC O&O WCBD NBC WCBD-D2, D3, D4 The CW, ION, Laff 12/1/2028 89 El Paso, TX O&O KTSM NBC KTSM-D2, D3, D4 Estrella, ION Mystery, Laff (23) 91 Champaign, IL O&O O&O WCIA WCIX CBS MNTV WCIA-D2, D3, D4 WCIX-D2, D3, D4 MNTV, Bounce, GRIT CBS, ION Mystery, Laff (23) 12/1/2029 92 Shreveport, LA O&O O&O LSA KTAL KSHV KMSS (5) NBC MNTV FOX KTAL-D2, D3, D4 KSHV-D2, D3, D4 KMSS-D2 Laff, Cozi TV, HSN ION Mystery, ION, Quest Rewind TV (23) 6/1/2029 6/1/2029 8 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation (3) Low Power Stations / Multicast Channels Other Affiliation (3)(4) FCC License Expiration Date 93 Burlington, VT O&O LSA WFFF WVNY (5) FOX ABC WFFF-D2, D3,D4 WVNY-D2, D3, D4 ION Mystery, Bounce, Antenna TV Laff, GRIT, Quest (23) 95 Baton Rouge, LA O&O O&O O&O LSA WGMB WVLA (17) FOX NBC WGMB-D2, D3 WBRL-CD KZUP-CD WVLA-D2, D3 The CW, Cozi TV The CW Independent Laff, ION 6/1/2029 (23) 6/1/2029 6/1/2029 96 Fayetteville, AR O&O O&O O&O KFTA KNWA KXNW FOX NBC MNTV KFTA-D2, D3, D4, D5 KNWA-D2, D3, D4 KXNW-D2, D3, D4 NBC, ION Mystery, Court TV, MNTV FOX, Laff, GRIT Rewind TV, Comet, Bounce (23) (23) 6/1/2029 98 Jackson, MS O&O WJTV CBS WJTV-D2, D3, D4 The CW, ION, Court TV 6/1/2029 99 Myrtle Beach-Florence, SC O&O WBTW CBS WBTW-D2, D3, D4 MNTV/Antenna TV, ION, ION Mystery 12/1/2028 101 Tri-Cities, TN-VA O&O WJHL CBS WJHL-D2, D3 ABC, Antenna TV 8/1/2029 102 Greenville, NC O&O WNCT CBS WNCT-D2, D3, D4 The CW, Rewind TV, ION Mystery 12/1/2028 104 Quad Cities, IL O&O O&O LSA WHBF KGCW KLJB (5) CBS The CW FOX WHBF-D2, D3, D4 KGCW-D2, D3, D4 KLJB-D2, D3, D4 Court TV, GRIT, ION Mystery ThisTV, Laff, CBS MeTV, Rewind TV, Bounce 12/1/2029 2/1/2030 (23) 107 Evansville, IN O&O LSA WEHT WTVW (5) ABC The CW WEHT-D2, D3, D4 WTVW-D2, D3, D4 Laff, Cozi TV, Rewind TV Bounce, ION Mystery, ION 8/1/2029 8/1/2029 108 Ft.
Biggest change(5) 6/1/2029 51 Memphis, TN O&O WREG CBS WREG-D2, D3 News3, Antenna TV 8/1/2029 52 Providence, RI O&O LSA WPRI WNAC CBS FOX WPRI-D2, D3, D4 WNAC-D2, D3, D4 MNTV, True Crime, Defy The CW, REWIND TV, Antenna TV (5) 54 Buffalo, NY O&O O&O WIVB (4) WNLO CBS The CW WIVB-D2 WNLO-D2 QVC REWIND TV (5) 8 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 55 Fresno, CA O&O O&O KSEE KGPE NBC CBS KSEE-D2, D3, D4 KGPE-D2, D3, D4 Bounce, GRIT, REWIND TV ION Mystery, Antenna TV, Court TV (5) 56 Richmond, VA O&O WRIC ABC WRIC-D2, D3, D4 REWIND TV, Cozi TV, Laff 10/1/2028 57 Mobile, AL O&O O&O WKRG WFNA CBS The CW WKRG-D2, D3, D4 WFNA-D2, D3, D4 ION, MeTV, Court TV Bounce, True Crime, GRIT 4/1/2029 4/1/2029 58 Little Rock, AR O&O O&O LSA LSA KARK KARZ KLRT KASN NBC MNTV FOX The CW KARK-D2, D3, D4 KARZ-D2 KLRT-D2 KASN-D2, D3, D4, D5 Laff, GRIT, Antenna TV Bounce ION Mystery REWIND TV, ION, ION Plus, GRIT 6/1/2029 6/1/2029 6/1/2029 6/1/2029 59 Wilkes Barre, PA O&O LSA WBRE WYOU NBC CBS WBRE-D2, D3, D4 WYOU-D2, D3, D4 Laff, REWIND TV, Defy ION Mystery, getTV, Cozi TV (5) 60 Knoxville, TN O&O WATE ABC WATE-D2, D3, D4 Antenna TV, REWIND TV, Cozi TV 8/1/2029 62 Albany, NY O&O LSA WTEN WXXA ABC FOX WTEN-D2, D3, D4 WXXA-D2, D3, D4, D5 Cozi TV, Antenna TV, ION Mystery OTB-TV, GRIT, REWIND TV, True Crime (5) 63 Lexington, KY O&O WDKY FOX WDKY-D2, D3, D4 REWIND TV, Charge!, Comet 8/1/2029 64 Dayton, OH O&O LSA WDTN WBDT (4) NBC The CW WDTN-D2, D3 WBDT-D2 ION Mystery, ION Bounce 10/1/2029 10/1/2029 67 Des Moines, IA O&O WHO NBC WHO-D2, D3, D4 REWIND TV, Antenna TV/ACC Network, Iowa’s Weather Channel 2/1/2030 68 Green Bay, WI O&O WFRV CBS WFRV-D2, D3, D4 Bounce, True Crime, REWIND TV 12/1/2029 69 Honolulu, HI O&O O&O O&O O&O O&O O&O KHON KHAW KAII KGMD KGMV KHII FOX FOX FOX MNTV MNTV MNTV KHON-D2, D3, D4 KHAW-D2, D3, D4 KAII-D2, D3, D4 The CW, GRIT, REWIND TV The CW, GRIT, REWIND TV The CW, GRIT, REWIND TV (5) 70 Roanoke, VA O&O O&O WFXR WWCW FOX The CW WFXR-D2, D3, D4 WWCW-D2, D3, D4 The CW, Bounce, Antenna TV FOX, REWIND TV, GRIT 10/1/2028 10/1/2028 71 Wichita, KS O&O O&O O&O O&O O&O KSNW KSNC KSNG KSNK NBC NBC NBC NBC KSNW-D2, D3, D4 KSNG-D2 KSNL-LD Telemundo, ION, True Crime Telemundo NBC 6/1/2030 (5) (5) (5) (5) 74 Springfield, MO O&O O&O LSA KRBK KOZL KOLR FOX MNTV CBS KRBK-D2, D3, D4 KOZL-D2, D3, D4 KOLR-D2, D3, D4 Antenna TV, Dabl, ION ION Mystery, Bounce, REWIND TV Laff, GRIT, Defy (5) 2/1/2030 2/1/2030 75 Huntsville, AL O&O O&O WHNT WHDF CBS The CW WHNT-D2, D3 WHDF-D2, D3, D4 The CW, Antenna TV Court TV, REWIND TV, Charge! 4/1/2029 4/1/2029 79 Rochester, NY O&O WROC CBS WROC-D2, D3, D4 Bounce, GRIT, ION Mystery (5) 80 Brownsville, TX O&O O&O KVEO KGBT NBC MNTV KVEO-D2 KGBT-D2, D3, D4, D5, D6 CBS REWIND TV, Comet, Estrella, ION Mystery, GRIT 8/1/2030 (5) 82 Charleston, WV O&O WOWK CBS WOWK-D2, D3, D4 ION Mystery, GRIT, REWIND TV 10/1/2028 83 Waco-Bryan, TX O&O O&O KWKT KYLE FOX MNTV KWKT-D2, D3, D4 KYLE-D2, D3, D4 MNTV, Antenna TV, Bounce FOX, Antenna TV, Laff (5) 84 Savannah, GA O&O WSAV NBC WSAV-D2, D3, D4 The CW, Court TV/MNTV, Laff (5) 85 Charleston, SC O&O WCBD NBC WCBD-D2, D3, D4 The CW, ION, Laff 12/1/2028 87 Colorado Springs, CO O&O O&O KXRM FOX KXRM-D2, D3, D4 KXTU-LD, D2, D3, D4 The CW, ION, ION Mystery The CW, Bounce, Laff, Antenna TV (5) 88 Syracuse, NY O&O WSYR ABC WSYR-D2, D3, D4 Antenna TV, Bounce, Laff (5) 89 El Paso, TX O&O KTSM NBC KTSM-D2, D3, D4 Estrella, ION Mystery, Laff (5) 91 Shreveport, LA O&O O&O LSA KTAL KSHV KMSS NBC MNTV FOX KTAL-D2, D3, D4 KSHV-D2, D3, D4 KMSS-D2 Laff, Cozi TV, HSN ION Mystery, ION, Quest REWIND TV (5) 6/1/2029 6/1/2029 92 Champaign, IL O&O O&O WCIA WCIX CBS MNTV WCIA-D2, D3, D4 WCIX-D2, D3, D4 MNTV, Bounce, GRIT CBS, ION Mystery, Laff (5) 12/1/2029 93 Burlington, VT O&O LSA WFFF WVNY FOX ABC WFFF-D2, D3,D4 WVNY-D2, D3, D4 ION Mystery, Bounce, Antenna TV Laff, GRIT, Quest (5) 95 Baton Rouge, LA O&O O&O O&O LSA WGMB WVLA FOX NBC WGMB-D2, D3 WBRL-CD KZUP-CD WVLA-D2, D3, D4 The CW, Cozi TV The CW Independent Laff, ION, Antenna TV 6/1/2029 (5) 6/1/2029 6/1/2029 96 Fayetteville, AR O&O O&O O&O KFTA KNWA KXNW FOX NBC MNTV KFTA-D2, D3, D4, D5 KNWA-D2, D3, D4 KXNW-D2, D3, D4 NBC, ION Mystery, Court TV, MNTV FOX, Laff, GRIT REWIND TV, Comet, Bounce (5) (5) 6/1/2029 97 Myrtle Beach-Florence, SC O&O WBTW CBS WBTW-D2, D3, D4 MNTV/Antenna TV, ION, ION Mystery 12/1/2028 99 Jackson, MS O&O WJTV CBS WJTV-D2, D3, D4 The CW, ION, Court TV 6/1/2029 101 Tri-Cities, TN-VA O&O WJHL CBS WJHL-D2, D3 ABC, Antenna TV 8/1/2029 102 Greenville, NC O&O WNCT CBS WNCT-D2, D3, D4 The CW, REWIND TV, ION Mystery 12/1/2028 9 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 104 Quad Cities, IL O&O O&O LSA WHBF KGCW KLJB CBS The CW FOX WHBF-D2, D3, D4 KGCW-D2, D3, D4 KLJB-D2, D3, D4 Court TV, GRIT, ION Mystery REWIND TV, Laff, CBS MeTV, Defy, Bounce 12/1/2029 2/1/2030 (5) 106 Tyler-Longview, TX O&O O&O LSA KETK KFXK NBC FOX KETK-D2, D3, D4 KTPN-LD KFXK-D2, D3, D4 GRIT, ION, Antenna TV MNTV MNTV, ION Mystery, Laff (5) 8/1/2030 108 Augusta, GA O&O WJBF ABC WJBF-D2, D3, D4 MeTV, The CW, ION 4/1/2029 109 Evansville, IN O&O LSA WEHT WTVW ABC The CW WEHT-D2, D3, D4 WTVW-D2, D3, D4 Laff, Cozi TV, REWIND TV Bounce, ION Mystery, ION 8/1/2029 8/1/2029 110 Ft.
These stations are included in the table below and the full-power stations and included in our station count. We also own and operate one AM radio station in Chicago, IL. Of the 201 full power television stations, 37 are 100% independently owned by VIEs. We consolidate 35 of these VIEs (the “consolidated VIEs”) in our financial statements.
These stations are included in the table below and included in our station count. We also own and operate one AM radio station in Chicago, IL. Of the 201 full power television stations, 37 are 100% independently owned by VIEs. We consolidate 35 of these VIEs (the “consolidated VIEs”) in our financial statements.
Foreign Ownership Restrictions The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations, generally prohibiting more than 20% non-U.S. ownership (by vote and by equity) in a U.S. broadcast licensee or more than 25% indirect foreign ownership or control of such licensee through a parent company.
Foreign Ownership Restrictions The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations, generally prohibiting more than 20% non-U.S. ownership (by vote and by equity) in a U.S. broadcast licensee and more than 25% indirect foreign ownership or control of such licensee through a parent company.
Dividend determinations (including the amount of the cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant.
Dividend determinations (including the amount of cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant.
The Hill is the nation’s leading digital-first political news brand and the definitive source for non-partisan political news and information. Inside the Beltway it’s known as an essential, agenda-setting read for lawmakers and influencers. Beyond the Capitol, millions of Americans turn to The Hill to decode how events in Washington will impact their communities and lives. BestReviews.
The Hill is the nation’s leading digital-first political news brand and the definitive source for non-partisan political news and information. Inside the Beltway is known as an essential, agenda-setting read for lawmakers and influencers. Beyond the Capitol, millions of Americans turn to The Hill to decode how events in Washington will impact their communities and lives. BestReviews.
We consistently have received renewals and approvals in the past and are permitted to continue operations when renewal is delayed; however, there are no assurances that this will be the case in the future. Station Transfer . The Communications Act prohibits the assignment or the transfer of control of a broadcast station’s FCC license without prior FCC approval.
We consistently have received license renewal approvals in the past and are permitted to continue operations when renewal is delayed; however, there are no assurances that this will be the case in the future. Station Transfer . The Communications Act prohibits the assignment or the transfer of control of a broadcast station’s FCC license without prior FCC approval.
Other FCC Broadcast Regulations and Enforcement The FCC continues to strictly enforce its regulations concerning indecency, sponsorship identification, political advertising, good faith retransmission consent negotiation, unauthorized assignments and transfers of control, multiple ownership, children’s television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters, antenna tower maintenance, and other matters.
Other FCC Broadcast Regulations and Enforcement The FCC continues to enforce its regulations concerning indecency, sponsorship identification, political advertising, good faith retransmission consent negotiation, unauthorized assignments and transfers of control, multiple ownership, children’s television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters, antenna tower maintenance, and other matters.
In December 2017, the FCC initiated a proceeding to broadly reexamine its national television ownership rule and the proceeding remains open. 14 Local Service Agreements . The FCC applies the local television ownership limits to a non-owned station when the owner of a station in the same market provides more than 15% of the second station’s weekly broadcast programming.
In December 2017, the FCC initiated a proceeding to broadly reexamine its national television ownership rule and the proceeding remains open. Local Service Agreements . The FCC applies the local television ownership limits to a non-owned station when the owner of a station in the same market provides more than 15% of the second station’s weekly broadcast programming.
In addition, we are focused on better monetizing our digital content and audience and growing our portfolio of digital products, services and content and associated revenue streams, including apps for NewsNation, The Hill and other local television station content. Improve and Expand National Broadcast and Cable Networks .
In addition, we are focused on better monetizing our digital content and audience and growing our portfolio of digital products, services and content and associated revenue streams, including apps for NewsNation, The Hill and other local television station programming. Improve and Expand National Broadcast and Cable Networks .
We expect the network affiliation agreements listed above to be renewed upon expiration. Networks We own, operate or have an ownership interest in the following: Network / Entity Network Type Description % Owned by Nexstar U.S. TV Households Reached (1) (in millions) % of U.S.
We expect the network affiliation agreements listed above to be renewed upon expiration. 11 Networks We own, operate or have an ownership interest in the following: Network / Entity Network Type Description % Owned by Nexstar U.S. TV Households Reached (1) (in millions) % of U.S.
The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. 26 Risks Related to Our Industry Intense competition in the television industry and alternative forms of media could limit our growth and profitability.
The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. 27 Risks Related to Our Industry Intense competition in the television industry and alternative forms of media could limit our growth and profitability.
Source: 2023-2024 Nielsen Local Television Market Universe Estimates , as published by The Nielsen Company. (2) O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by an independent third-party.
Source: 2024-2025 Nielsen Local Television Market Universe Estimates , as published by The Nielsen Company (2) O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by an independent third-party.
In the event of an adverse outcome of these proceedings, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations. See Note 16 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K, which is incorporated herein by reference.
In the event of an adverse outcome of these proceedings, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations. See Note 11 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K, which is incorporated herein by reference.
In a different way, our local stations also compete with other stations in their markets to provide exclusive news stories and unique features such as investigative reporting and coverage of community events to their local audience. The CW competes against other broadcast television and cable networks as well as other video providers, such as direct-to-consumer streaming platforms for television content.
In a different way, our local stations also compete with other stations in their markets to provide exclusive news stories and unique features such as investigative reporting and coverage of community events to their local audiences. The CW competes against other broadcast television and cable networks as well as other video providers, such as direct-to-consumer streaming platforms for television content.
In accordance with Accounting Standards Codification (“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. Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates.
In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2024 and December 31, 2023. Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates.
MVPDs 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, and there are still-open FCC proceedings to review these regulations. Certain OVDs stream broadcast programming over the internet.
MVPDs 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, and there are still-open FCC proceedings to review these regulations. Certain vMVPDs stream broadcast programming over the internet.
In 2023, our Founder’s Day initiatives provided nearly 17,500 hours of service in one day to the communities served by Nexstar TV stations. Legal Proceedings From time to time, we are involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions.
In 2024, our Founder’s Day initiatives provided nearly 17,500 hours of service in one day to the communities served by Nexstar TV stations. 17 Legal Proceedings From time to time, we are involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions.
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.
In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass vMVPDs 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 vMVPDs. The proceeding remains open.
The FCC will entertain and may authorize, on a case-by-case basis, proposals to exceed the 25% indirect foreign ownership limit in broadcast licensees. Multiple Ownership Rules The FCC multiple ownership rules restrict the number of television stations in which a single person or entity may have an “attributable interest.” Ownership Attribution .
The FCC will entertain and may authorize, on a case-by-case basis, proposals to exceed the 25% indirect foreign ownership limit in broadcast licensees. 14 Multiple Ownership Rules The FCC’s multiple ownership rules restrict the number of television stations in which a single person or entity may have an “attributable interest.” Ownership Attribution .
Item 1. Bu siness Company Overview We are a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across our television and digital platforms, including more than 310,000 hours of programming produced annually by our business units.
Item 1. Bu siness Company Overview We are a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across our television and digital platforms, including more than 316,000 hours of programming produced annually by our business units.
The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition. 21 Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders.
The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition. 22 Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature. The terms of the Company’s debt instruments contain various maintenance or other restrictive covenants customary for arrangements of these types.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature. The terms of our debt instruments contain various maintenance or other restrictive covenants customary for arrangements of these types.
The Company’s high level of debt could have other important consequences for its business, including: limiting the Company’s ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting the Company’s flexibility to plan for and react to changes in its business and its industry; and impairing our ability to withstand a general downturn in our business and place us at a disadvantage compared to our competitors that are less leveraged.
Our high level of debt could have other important consequences for its business, including: limiting our ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting our flexibility to plan for and react to changes in its business and its industry; and impairing our ability to withstand a general downturn in our business and placing us at a disadvantage compared to our competitors that are less leveraged.
Nexstar’s senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. Future financing agreements may contain similar, or even more restrictive, provisions and covenants.
Our senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. Future financing agreements may contain similar, or even more restrictive, provisions and covenants.
We emphasize strict controls on operating and programming costs in order to increase net income, EBITDA and free cash flow.
We emphasize strict controls on operating and programming costs in order to increase net income, Adjusted EBITDA and Adjusted Free Cash Flow.
We may not be able to generate sufficient cash flow to meet our debt service requirements. The Company’s ability to service its debt depends on its ability to generate the necessary cash flow. Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company’s control.
We may not be able to generate sufficient cash flow to meet our debt service requirements. Our ability to service our debt depends on our ability to generate the necessary cash flow. Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. 24 Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015.
Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. 25 Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015.
Many of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory developments.
Many of our current and potential competitors have greater financial, marketing, programming and distribution resources than we do. The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory developments.
As a result, it is important for stations to maintain their network affiliations. All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2026.
As a result, it is important for stations to maintain their network affiliations. All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2027.
For national advertisers we have a collection of national networks/properties including The CW, NewsNation, Antenna TV and The Hill as well as television stations covering 70% of the country (without applying the FCC UHF discount) including 8 of the top 10 and 18 of the top 25 DMAs.
For national advertisers we have a collection of national networks/properties including The CW, NewsNation, Antenna TV and The Hill as well as television stations covering 70% of the country (without applying the FCC UHF discount) including eight of the top 10 and 18 of the top 25 DMAs.
Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with over 200 owned or partner stations in 117 U.S. markets in 40 states and the District of Columbia reaching over 220 million people.
Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with over 200 owned or partner stations in 116 U.S. markets in 40 states and the District of Columbia reaching over 220 million people.
In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration. 20 Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control.
In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration. 21 Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control.
The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for “good faith” retransmission consent negotiations; whether to broaden the definition of “MVPD” to include online video programming distributors; and the appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated a review of the broadcast ownership rules.
The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for “good faith” retransmission consent negotiations; whether to broaden the definition of “MVPD” to include online video programming distributors; and the appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated reviews of the broadcast ownership rules.
As of December 31, 2023, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.
As of December 31, 2024, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Operations • Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all; • Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all; • Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all; • Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control; • Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results; • Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition; • Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders; • We may not be able to generate sufficient cash flow to meet our debt service requirements; • We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses. • The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations; • The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies; • Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements; • Future impairment charges could adversely affect our operating results; • Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results; • We may face additional tax liabilities stemming from proposed and ongoing tax audits; • Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates; • Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results; 18 • Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline; • We may not be able to adequately protect the intellectual property and other proprietary rights that are material to our business; and • Cybersecurity risks could adversely affect our operating effectiveness and operating results.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Operations • Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all; • Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all; • Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all; • Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control; • Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results; • Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition; • Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders; • We may not be able to generate sufficient cash flow to meet our debt service requirements; • We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses. • The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations; • The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies; • Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements; • Future impairment charges could adversely affect our operating results; • Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results; • We may face additional tax liabilities stemming from proposed and ongoing tax audits; • Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates; • Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results; 19 • Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline; • We may face challenges in protecting our intellectual property and defending against infringement claims; and • Cybersecurity risks could adversely affect our operating effectiveness and operating results.
The terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on OVDs or may choose not to permit an OVD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and OVDs, and could have an adverse effect on our business, financial condition and results of operations.
The terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on vMVPDs or may choose not to permit a vMVPD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and vMVPDs, and could have an adverse effect on our business, financial condition and results of operations.
A default could allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow creditors to foreclose on any collateral securing such debt. The Company could also incur additional debt in the future.
A default could allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow creditors to foreclose on any collateral securing such debt. We could also incur additional debt in the future.
The FCC may impose substantial forfeitures or, in extreme cases, revoke licenses if it determines that its rules have been violated. Human Capital Management Values . Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the diversity of the communities in which we operate and provide services.
The FCC may impose substantial forfeitures or, in extreme cases, revoke licenses if it determines that its rules have been violated. 16 Human Capital Management Values . Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the communities in which we operate and provide services.
Current and future changes to rules and policies of the FCC and other regulatory authorities which limit the ownership of television stations may also make it more difficult for us to acquire additional television stations.
Current and future changes to federal statutes and rules and policies of the FCC and other regulatory authorities which limit the ownership of television stations may also make it more difficult for us to acquire additional television stations.
The following are considered “attributable interests”: (i) for corporations, officership, directorship and voting stock interests of 5% or more (20% or more in the case of certain passive investors), (ii) for partnerships and limited liability companies, any limited partnership interest or limited liability company interest, unless properly “insulated” from involvement in the partnership’s media activities, and any general partnership interest, and (iii) more than 33% of a licensee’s total assets (defined as total debt plus total equity), if the holder of such interest also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules.
The following are considered “attributable interests”: (i) for corporations, officer-ship, directorship and voting stock interests of 5% or more (20% or more in the case of certain passive investors), (ii) for partnerships and limited liability companies, any general partnership interest, and any limited partnership interest or limited liability company interest that is not properly “insulated” from involvement in the partnership’s media activities and (iii) more than 33% of a licensee’s total assets (defined as total debt plus total equity), if the holder of such interest also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules.
A significant portion of Nexstar’s revenue comes from its retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and OVDs. These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us.
A significant portion of our revenue comes from its retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and vMVPDs. These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us.
In addition, the Company may experience a loss of advertising revenue and incur additional broadcasting expenses due to preemption of our regularly scheduled programming by network coverage of a major global news event such as a war or terrorist attack or by coverage of local disasters such as tornados and hurricanes.
In addition, we may experience a loss of advertising revenue and incur additional broadcasting expenses due to preemption of our regularly scheduled programming by network coverage of a major global news event such as a war or terrorist attack or by coverage of local disasters such as tornados and hurricanes.
While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction of Tribune Media Company (“Tribune”) are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question.
While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction of Tribune are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question.
For purposes of determining compliance with the multiple ownership rules, the FCC rules consider the “attributable interests” in a broadcast station licensee held by an individual or entity.
For purposes of determining compliance with the multiple ownership rules, the FCC considers the “attributable interests” in a broadcast station licensee held by an individual or entity.
We believe we have the financial flexibility to invest in both organic and inorganic growth initiatives while continuing to return capital to our shareholders. Growth Strategies We continually seek to generate revenue, net income, EBITDA and cash flow growth through the following strategies: Leverage Our Scale.
We believe we have the financial flexibility to invest in both organic and inorganic growth initiatives while continuing to return capital to our shareholders. 5 Growth Strategies We continually seek to generate revenue, net income, Adjusted EBITDA and Adjusted Free Cash Flow growth through the following strategies: Leverage Our Scale.
In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs’ (Mission) senior secured credit facility in the event of default. See “Stations.” In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations.
In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs’ (Mission) senior secured credit facility in the event of default. See Item 1, “Business—Stations.” In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations.
On June 28, 2016, the 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.
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.
Although Nexstar has frozen participation and benefits under all plans, two significant elements in determining the pension expense or credit are the expected return on plan assets and the discount rate used in projecting obligations. Large declines in the stock market and lower discount rates increase the expense and may necessitate higher cash contributions to the qualified retirement plans.
Although we have frozen participation and benefits under all plans, two significant elements in determining the pension expense or credit are the expected return on plan assets and the discount rate used in projecting obligations. Large declines in the stock market and lower discount rates increase the expense and may necessitate higher cash contributions to the qualified retirement plans.
As a result, the Big 4 networks generally negotiate directly with OVDs for carriage of their local affiliate stations, including certain of our stations.
As a result, the Big 4 networks generally negotiate directly with vMVPDs for carriage of their local affiliate stations, including certain of our stations.
Additionally, our television acquisitions over the past several years have significantly increased our national audience reach to a level that is at the national television ownership limit imposed by the Communications Act and FCC rules.
Additionally, our major television station acquisitions over the past years have significantly increased our national audience reach to a level that is at the national television ownership limit imposed by the Communications Act and FCC rules.
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. During 2023, we received cash distributions from TV Food Network totaling $270 million. Our partner in TV Food Network is Warner Bros.
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. During 2024, we received cash distributions from TV Food Network totaling $154 million. Our partner in TV Food Network is Warner Bros.
Nexstar and its partners have adopted the ATSC 3.0 technology in their stations covering over 50% of U.S. television households. 15 Because ATSC 3.0 is not compatible with existing television equipment, the FCC requires the stations which have adopted the ATSC 3.0 technology to continue broadcasting a substantially similar signal in the existing standard until the FCC phases out the requirement.
We and our partners have adopted the ATSC 3.0 technology in their stations covering over 50% of U.S. television households. Because ATSC 3.0 is not compatible with existing television equipment, the FCC requires the stations which have adopted the ATSC 3.0 technology to continue broadcasting a substantially similar signal in the existing standard until the FCC phases out the requirement.
Congress may also act to amend the Communications Act in a manner that could impact our stations and the stations we provide services to or the television broadcast industry in general. For more information about the regulations that we are subject to see—“Federal Regulation.” We are subject to foreign ownership limitations which limit foreign investments in us.
Congress may also act to amend the Communications Act in a manner that could impact our stations and the stations we provide services to or the television broadcast industry in general. For more information about the regulations that we are subject to, see Item 1, “Business—Federal Regulation.” We are subject to foreign ownership limitations which limit foreign investments in us.
We believe that the share of audience that our content generates for MVPDs and OVDs is greater than the share of fees those platforms pay us and that broadcast advertising continues to provide commercial and political advertisers with access to the broadest television audience available.
We believe that the share of audience that our programming generates for MVPDs and vMVPDs is greater than the share of fees those platforms pay us and that broadcast advertising continues to provide commercial and political advertisers with access to the broadest television audience available.
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.
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, 2024 would be approximately $232 million.
The fully ad-supported CW App, with more than 100 million downloads to date, is available for free to consumers on all major platforms and is home to the latest episodes and seasons of The CW’s primetime programming, live streaming of LIV Golf tournaments and a library of entertaining film and television content for on-demand viewing. NewsNation.
The fully ad-supported CW App, with more than 100 million downloads to date, is available for free to consumers on all major platforms and is home to the latest episodes and seasons of The CW’s primetime programming and a library of entertaining film and television content for on-demand viewing. NewsNation.
Also, refer to “Risks Related to Our Industry—Intense competition in the television industry and alternative forms of media could limit our growth and profitability.” Our affiliation agreements with the “Big 4” broadcast networks (ABC, CBS, NBC and FOX) include terms that limit our ability to grant retransmission consent rights to OVDs and other service providers that provide video streaming to consumers.
Also, refer to “Risks Related to Our Industry—Intense competition in the television industry and alternative forms of media could limit our growth and profitability.” Our affiliation agreements with the Big 4 broadcast networks (ABC, CBS, NBC and FOX) include terms that limit our ability to grant retransmission consent rights to vMVPDs and other service providers that provide video streaming to consumers.
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.
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 2025.
Our growth strategy for The CW is to cost efficiently improve and diversify the programming to better align with broadcast audiences with the intention of improving ratings and revenue (both distribution and advertising) and reducing programming and other operating costs.
Our growth strategy for The CW has been to cost efficiently improve and diversify the programming to better align with broadcast audiences with the intention of improving ratings and revenue (both distribution and advertising) while reducing programming and other operating costs.
In total, we employ approximately 6,000 journalists and 1,600 salespeople, produce over 310,000 hours of programming, and have developed relationships with over 40,000 advertisers.
In total, we employ approximately 6,000 journalists and 1,600 salespeople, produce over 316,000 hours of programming, and have relationships with over 40,000 advertisers.
Digital Assets Our digital businesses include video and display advertising platforms that are delivered locally or nationally through our own and various third-party websites, mobile and over-the-top (“OTT”) applications, other digital media solutions to media publishers and advertisers and a consumer product reviews platform.
Digital Assets Our digital businesses include video and display advertising platforms that are delivered locally or nationally through our own and various third-party websites, mobile and OTT applications, other digital media solutions to media publishers and advertisers and a consumer product reviews platform.
We pride ourselves on the opportunities we provide for our employees to give back to their communities. At the local level, our stations are actively involved in over 1,775 community outreach initiatives in 2023. Nexstar and its partner stations work with local community groups to increase awareness, raise money and otherwise assist these local groups with their missions.
We pride ourselves on the opportunities we provide for our employees to give back to their communities. At the local level, our stations are actively involved in over 2,000 community outreach initiatives in 2024. Nexstar and its partner stations work with local community groups to increase awareness, raise money and otherwise assist these local groups with their missions.
During the years ended December 31, 2023, 2022 and 2021, the Company’s revenues from two customers exceeded 10%. Each of these customers represented approximately 12% and 14% for 2023, 10% and 11% for 2022, and 12% and 13% for 2021, of the Company’s consolidated net revenues.
During the years ended December 31, 2024, 2023 and 2022, the Company’s revenues from two customers exceeded 10%. Each of these customers represented approximately 12% for 2024, 12% and 14% for 2023, and 10% and 11% for 2022, of our consolidated net revenues.
In 2023 and 2022, we generated total net revenue of $4.9 billion and $5.2 billion, respectively, generated net cash flow from operating activities of nearly $1 billion and $1.4 billion, respectively, and returned a significant percentage of that cash flow to shareholders in the form of share repurchases and dividends—$796 million in 2023 and $1.0 billion in 2022—while maintaining a corporate credit rating of Ba3 / BB+ as rated by Moody’s / S&P.
In 2024 and 2023, we generated total net revenue of $5.4 billion and $4.9 billion, respectively, generated net cash flow from operating activities of $1.3 billion and $1 billion, respectively, and returned a significant percentage of that cash flow to shareholders in the form of share repurchases and dividends—$820 million in 2024 and $796 million in 2023—while maintaining a corporate credit rating of Ba3 / BB+ as rated by Moody’s / S&P.
The Company cannot assure you that its business will generate cash flow from operations, that future borrowings will be available to the Company under its current or any replacement credit facilities, or that it will be able to complete any necessary financings, in amounts sufficient to enable the Company to fund its operations or pay its debts and other obligations, or to fund its liquidity needs.
We cannot assure you that its business will generate cash flow from operations, that future borrowings will be available to us under our current or any replacement credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund our liquidity needs.
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.
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 $17 million increase in its federal and state taxes payable and a $69 million increase in deferred income tax liability as of December 31, 2024.
Advertising revenue is positively affected by a strong economy. Conversely, declines in advertising budgets of advertisers, particularly in recessionary periods, adversely affect the broadcast industry and, as a result, may contribute to a decrease in our advertising revenue. In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties.
Conversely, declines in advertising budgets of advertisers, particularly in recessionary periods, adversely affect the broadcast industry and, as a result, may contribute to a decrease in our advertising revenue. In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties.
Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. If any of those risks occur, the Company’s business, financial condition and results of operations could suffer.
The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. If any of those risks occur, the Company’s business, financial condition and results of operations could suffer.
S elected Nexstar employees also participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar and media sales training program provided by The Center for Sales Strategy, a third-party vendor . Safety and Health . We are committed to providing a safe and healthy workplace for our employees.
Selected Nexstar employees also participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar and media sales training program provided by a third-party vendor. Safety and Health . We are committed to providing a safe and healthy workplace for our employees.
For the year ended December 31, 2023, excluding our owned network assets, the Company earned approximately 71% of its core and political advertising revenue from non-network programming. Strong National Brands. We have a portfolio of scaled, strong national brands that enables us to engage with national advertisers in more meaningful ways than we have in the past.
For the year ended December 31, 2024, excluding our owned network assets, the Company earned approximately 66% of its advertising revenue from non-network programming. Strong National Brands. We have a portfolio of scaled, strong national brands that enables us to engage with national advertisers in more meaningful ways than we have in the past.
The following table sets forth general information about the television stations (full power, low power and multicast channels) we own, operate, program or provide sales and other services to as of January 2024. 6 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation (3) Low Power Stations / Multicast Channels Other Affiliation (3)(4) FCC License Expiration Date 1 New York, NY LSA WPIX (5) The CW WPIX-D2, D4 Antenna TV, Rewind TV (23) 2 Los Angeles, CA O&O KTLA The CW KTLA-D2, D3, D4, D5 Antenna TV, GRIT, TBD, Rewind TV (23) 3 Chicago, IL O&O WGN Independent WGN-D2, D3, D4, D5 Antenna TV, GRIT, Rewind TV, TBD 4/1/2030 4 Philadelphia, PA O&O WPHL (6) The CW WPHL-D2, D3, D4 Antenna TV/MNTV, GRIT, Comet (23) 5 Dallas, TX O&O KDAF The CW KDAF-D2, D3, D4, D5 Antenna TV, GRIT, Charge!, Rewind TV 8/1/2030 6 Houston, TX O&O KIAH The CW KIAH-D2, D3, D4, D5 Antenna TV, Comet, TBD, Court TV (23) 9 DC/Hagerstown, MD O&O O&O WDCW WDVM (7) The CW Independent WDCW-D2, D3, D4 WDVM-D2, D3, D4 Antenna TV, WDVM, Univision ION Mystery, Rewind TV, ShopLC 10/1/2028 10/1/2028 10 San Francisco, CA O&O KRON (6) The CW/ MNTV KRON-D2, D3, D4, D5 Antenna TV, Rewind TV, Charge!, ShopLC (23) 11 Phoenix, AZ LSA KAZT (8) The CW KAZT-D2, D3, D4, D5 MeTV, HSN, Charge!, AZTV 10/1/2030 12 Tampa, FL O&O O&O O&O WFLA WTTA (6)(9) NBC The CW WFLA-D2, D3 WTTA-D2 WSNN-LD (10) , D2, D3, D4 Charge!, Antenna TV Cozi TV MNTV, GRIT, Laff, Court TV 2/1/2029 2/1/2029 2/1/2029 17 Denver, CO O&O O&O O&O KDVR KFCT KWGN FOX FOX The CW KDVR-D2, D3 KWGN-D2, D3, D4 Antenna TV, TBD getTV, Comet, Charge!
The following table sets forth general information about the television stations (full power, low power and multicast channels) we own, operate, program or provide sales and other services to as of February 2025. 7 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 1 New York, NY LSA WPIX The CW WPIX-D2, D4 Antenna TV, REWIND TV (5) 2 Los Angeles, CA O&O KTLA The CW KTLA-D2, D3, D4, D5 Antenna TV, GRIT, ShopLC, REWIND TV (5) 3 Chicago, IL O&O WGN The CW WGN-D2, D3, D4, D5 Antenna TV, GRIT, REWIND TV, The Nest 4/1/2030 4 Dallas, TX O&O KDAF The CW KDAF-D2, D3, D4, D5 Antenna TV, GRIT, Charge!, REWIND TV 8/1/2030 5 Philadelphia, PA O&O WPHL The CW WPHL-D2, D3, D4 Antenna TV/MNTV, GRIT, Comet (5) 6 Houston, TX O&O KIAH The CW KIAH-D2, D3, D4, D5 Antenna TV, The Nest, HSN2, REWIND TV (5) 8 DC/Hagerstown, MD O&O O&O WDCW WDVM (3) The CW Independent WDCW-D2, D3, D4 WDVM-D2, D3, D4 Antenna TV, WDVM, Univision ION Mystery, REWIND TV, ShopLC 10/1/2028 10/1/2028 10 San Francisco, CA O&O KRON The CW KRON-D2, D3, D4, D5 Antenna TV, REWIND TV, TBD, Defy (5) 11 Tampa, FL O&O O&O O&O WFLA WTTA (4) NBC The CW WFLA-D2, D3 WTTA-D2 WSNN-LD, D2, D3, D4 Charge!, Antenna TV Cozi TV MNTV, GRIT, Laff, Court TV 2/1/2029 2/1/2029 2/1/2029 12 Phoenix, AZ LSA KAZT The CW KAZT-D2, D3, D4, D5 MeTV, Merit Street, Charge!, REWIND TV 10/1/2030 17 Denver, CO O&O O&O O&O KDVR KFCT KWGN FOX FOX The CW KDVR-D2, D3 KWGN-D2, D3, D4 Antenna TV, TBD getTV, Comet, HSN2 (5) (5) 4/1/2030 19 Cleveland, OH O&O O&O WJW WBNX FOX Independent WJW-D2, D3, D4 WBNX-D2, D3, D4, D5, D6 Antenna TV, Comet, Charge!
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.
We also have 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.
Wayne, IN O&O WANE CBS WANE-D2, D3, D4 ION, Laff, ION Mystery 8/1/2029 109 Tyler-Longview, TX O&O O&O LSA KETK KFXK (17) NBC FOX KETK-D2, D3, D4 KTPN-LD KFXK-D2, D3, D4 GRIT, ION, Antenna TV MNTV MNTV, ION Mystery, Laff (23) 8/1/2030 110 Augusta, GA O&O WJBF ABC WJBF-D2, D3, D4 MeTV, ION, ION Mystery 4/1/2029 111 Sioux Falls, SD O&O O&O O&O KELO KDLO (18) KPLO (18) CBS CBS CBS KELO-D2, D3, D4 KDLO-D2, D4 KPLO-D2 MNTV, ION, The CW MNTV, The CW MNTV 4/1/2030 (23) 4/1/2030 112 Altoona, PA O&O WTAJ CBS WTAJ-D2, D3, D4 ION Mystery, Laff, GRIT (23) 113 Lansing, MI O&O LSA WLNS (9) WLAJ (5) CBS ABC WLAJ-D2 The CW 10/1/2029 10/1/2029 115 Springfield, MA O&O WWLP NBC WWLP-D2, D3, D4 The CW, ION, ION Mystery (23) 117 Youngstown, OH O&O O&O LSA WKBN (9) WYTV (14) CBS ABC WKBN-D2 WYFX-LD, D2, D3, D4, D5, D6 WYTV- D2 FOX FOX, MNTV, ION, Bounce, Laff, Antenna TV MNTV 10/1/2029 10/1/2029 10/1/2029 123 Peoria, IL O&O LSA WMBD WYZZ (19) CBS FOX WMBD-D2, D3, D4 Bounce, Laff, ION Mystery 12/1/2029 (23) 124 Bakersfield, CA O&O O&O KGET NBC KGET-D2, D3, D4 KKEY-LP The CW, Telemundo, Laff Telemundo (23) 125 Lafayette, LA O&O KLFY CBS KLFY-D2, D3, D4 Dabl, ION, Laff 6/1/2029 126 Columbus, GA O&O WRBL CBS WRBL-D2, D3, D4 Rewind TV, ION, Laff 4/1/2029 129 La Crosse, WI O&O O&O WLAX WEUX (20) FOX FOX WLAX-D2, D3, D4 WEUX-D2, D3, D4 Antenna TV, Laff, GRIT Antenna TV, ION Mystery, Bounce 12/1/2029 12/1/2029 131 Amarillo, TX O&O O&O LSA KAMR KCIT (5) NBC FOX KAMR-D2, D3, D4 KCPN-LP-D2 KCIT-D2, D3, D4 MNTV, Laff, Antenna TV MNTV, Rewind TV GRIT, ION Mystery, Bounce (23) 137 Rockford, IL O&O LSA WQRF WTVO (5) FOX ABC WQRF-D2, D3, D4 WTVO-D2, D3, D4 Bounce, ION Mystery, Rewind TV MNTV, Laff, GRIT 12/1/2029 12/1/2029 140 Topeka, KS O&O O&O LSA KSNT KTKA (14) NBC ABC KSNT-D2, D3, D4 KTMJ-CD, D2, D3, D4 KTKA-D2, D3, D4 FOX, ION, Bounce FOX, ION Mystery, GRIT, Laff Rewind TV, The CW, Antenna TV 6/1/2030 (23) 6/1/2030 141 Lubbock, TX O&O LSA KLBK KAMC (5) CBS ABC KLBK-D2, D3, D4 KAMC-D2, D3, D4 Court TV, Antenna TV, Rewind TV ION Mystery, Bounce, QVC2 8/1/2030 (23) 142 Monroe, LA O&O LSA KARD KTVE (5) FOX NBC KARD-D2, D3, D4 KTVE-D2, D3, D4 Bounce, GRIT, Antenna TV KARD, Laff, ION Mystery 6/1/2029 6/1/2029 145 Minot-Bismarck, ND O&O O&O O&O O&O KXMB (21) KXMC KXMD (21) KXMA CBS CBS CBS The CW KXMB-D2, D3, D4 KXMC-D2, D3, D4 KXMD-D2, D3, D4 KXMA-D2, D3, D4 The CW, Laff, ION Mystery The CW, Laff, ION Mystery The CW, Laff, ION Mystery CBS, Laff, ION Mystery 4/1/2030 4/1/2030 4/1/2030 (23) 147 Midland, TX O&O LSA KMID KPEJ (5) ABC FOX KMID-D2, D3, D4 KPEJ-D2, D3 Laff, ION Mystery, GRIT Estrella, Rewind TV, Antenna TV 8/1/2030 (23) 148 Panama City, FL O&O WMBB ABC WMBB-D2, D3, D4 The CW, Laff, ION Mystery 2/1/2029 149 Wichita Falls, TX O&O O&O LSA KFDX KJTL (5) NBC FOX KFDX-D2, D3, D4 KJBO-LP KJTL-D2, D3, D4 MNTV, Laff, Antenna TV MNTV GRIT, Bounce, ION Mystery (23) 150 Sioux City, IA O&O KCAU ABC KCAU-D2, D3, D4 ION Mystery, Laff, Bounce 2/1/2030 151 Joplin, MO O&O LSA KSNF KODE (5) NBC ABC KSNF-D2, D3, D4 KODE-D2, D3, D4 Laff, ION Mystery, Antenna TV GRIT, Bounce, ION 2/1/2030 2/1/2030 9 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation (3) Low Power Stations / Multicast Channels Other Affiliation (3)(4) FCC License Expiration Date 153 Erie, PA O&O LSA WJET WFXP (5) ABC FOX WJET-D2, D3, D4 WFXP-D2, D3, D4 Laff, ION Mystery, Cozi TV GRIT, Bounce, Antenna TV (23) 159 Terre Haute, IN O&O LSA WTWO WAWV (5) NBC ABC WTWO-D2, D3, D4 WAWV-D2, D3, D4 Laff, ION Mystery, Antenna TV GRIT, Bounce, Rewind TV 8/1/2029 8/1/2029 162 Binghamton, NY O&O O&O WIVT ABC WIVT-D2, D3, D4 WBGH-CD, D2 NBC, Laff, ION Mystery NBC, ABC (23) 163 Wheeling, WV O&O WTRF CBS WTRF-D2, D3, D4 MNTV, ABC, ION Mystery 10/1/2028 165 Billings, MT O&O LSA KSVI KHMT (5) ABC FOX KSVI-D2 (6) , D3, D4 KHMT-D2, D3, D4 The CW, ION Mystery, Antenna TV Court TV, Laff, ION 4/1/2030 (23) 166 Beckley, WV O&O WVNS CBS WVNS-D2 FOX 10/1/2028 167 Abilene, TX O&O LSA KTAB KRBC (5) CBS NBC KTAB-D2, D3, D4 KRBC-D2, D3, D4 Telemundo, ION Mystery, ION GRIT, Laff, Bounce (23) 168 Hattiesburg, MS O&O WHLT CBS WHLT-D2, D3, D4 The CW, ION, ION Mystery 6/1/2029 169 Rapid City, SD O&O KCLO CBS KCLO-D2, D3, D4 The CW, ION, ION Mystery (23) 170 Dothan, AL O&O WDHN ABC WDHN-D2, D3, D4 ION Mystery, Laff, Antenna TV 4/1/2029 171 Utica, NY O&O O&O LSA WFXV WUTR (5) FOX ABC WFXV-D2, D3 WPNY-LP WUTR-D2, D3, D4 ION Mystery, Laff MNTV MNTV, GRIT, Bounce (23) 172 Clarksburg, WV O&O WBOY NBC WBOY-D2, D3, D4 ABC, ION Mystery, Laff 10/1/2028 175 Jackson, TN O&O WJKT FOX WJKT-D2, D3, D4 ION Mystery, Laff, GRIT 8/1/2029 178 Elmira, NY O&O WETM NBC WETM-D2, D3, D4 Antenna TV, Laff, ION Mystery (23) 179 Watertown, NY O&O WWTI ABC WWTI-D2, D3, D4 The CW, Laff, ION Mystery (23) 181 Marquette, MI O&O WJMN MNTV WJMN-D2, D3, D4 ION Mystery, Laff, Bounce 10/1/2029 182 Alexandria, LA O&O WNTZ FOX WNTZ-D2, D3, D4 Bounce, ION Mystery, Laff 6/1/2029 187 Grand Junction, CO O&O O&O O&O LSA KREX KREY (22) KFQX (5) CBS CBS FOX KREX-D2, D3, D4 KREY-D2, D3, D4 KGJT-CD KFQX-D2, D3, D4 Laff, MNTV, Bounce FOX, ION Mystery, GRIT MNTV CBS, ION Mystery, GRIT 4/1/2030 4/1/2030 4/1/2030 (23) 197 San Angelo, TX O&O LSA KLST KSAN (5) CBS NBC KLST-D2, D3, D4 KSAN-D2, D3, D4 ION Mystery, GRIT, Antenna TV Laff, Bounce, ION (23) 6/1/2029 (1) Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs.
Wayne, IN O&O WANE CBS WANE-D2, D3, D4 ION, Laff, ION Mystery 8/1/2029 111 Sioux Falls, SD O&O O&O O&O KELO KDLO KPLO CBS CBS CBS KELO-D2, D3, D4 KDLO-D2, D4 KPLO-D2 MNTV, ION, The CW MNTV, The CW MNTV 4/1/2030 (5) 4/1/2030 112 Altoona, PA O&O WTAJ CBS WTAJ-D2, D3, D4 ION Mystery, Laff, GRIT (5) 115 Springfield, MA O&O WWLP NBC WWLP-D2, D3, D4 The CW, ION, ION Mystery (5) 117 Lansing, MI O&O LSA WLNS (4) WLAJ CBS ABC WLAJ-D2 The CW 10/1/2029 10/1/2029 118 Youngstown, OH O&O O&O LSA WKBN (4) WYTV CBS ABC WKBN-D2 WYFX-LD, D2, D3, D4, D5, D6 WYTV- D2 FOX FOX, MNTV, ION, Bounce, Laff, Antenna TV MNTV 10/1/2029 10/1/2029 10/1/2029 122 Peoria, IL O&O LSA WMBD WYZZ CBS FOX WMBD-D2, D3, D4 Bounce, Laff, ION Mystery 12/1/2029 (5) 124 Lafayette, LA O&O KLFY CBS KLFY-D2, D3, D4 The CW, ION, ION Mystery 6/1/2029 125 Bakersfield, CA O&O O&O KGET NBC KGET-D2, D3, D4 KKEY-LP The CW, Telemundo, Laff Telemundo (5) 127 Columbus, GA O&O WRBL CBS WRBL-D2, D3, D4 REWIND TV, ION, Laff 4/1/2029 129 La Crosse, WI O&O O&O WLAX WEUX FOX FOX WLAX-D2, D3, D4 WEUX-D2, D3, D4 Antenna TV, Laff, GRIT Antenna TV, ION Mystery, Bounce 12/1/2029 12/1/2029 132 Amarillo, TX O&O O&O LSA KAMR KCIT NBC FOX KAMR-D2, D3, D4 KCPN-LP-D2 KCIT-D2, D3, D4 MNTV, Laff, Antenna TV MNTV, REWIND TV GRIT, ION Mystery, Bounce (5) 137 Rockford, IL O&O LSA WQRF WTVO FOX ABC WQRF-D2, D3, D4 WTVO-D2, D3, D4 Bounce, ION Mystery, REWIND TV MNTV, Laff, GRIT 12/1/2029 12/1/2029 140 Lubbock, TX O&O LSA KLBK KAMC CBS ABC KLBK-D2, D3, D4 KAMC-D2, D3, D4 Court TV, Antenna TV, REWIND TV ION Mystery, Bounce, QVC2 8/1/2030 (5) 141 Topeka, KS O&O O&O LSA KSNT KTKA NBC ABC KSNT-D2, D3, D4 KTMJ-CD, D2, D3, D4 KTKA-D2, D3, D4 FOX, ION, Bounce FOX, ION Mystery, GRIT, Laff REWIND TV, The CW, Antenna TV 6/1/2030 (5) 6/1/2030 142 Monroe, LA O&O LSA KARD KTVE FOX NBC KARD-D2, D3, D4 KTVE-D2, D3, D4 The CW, GRIT, Antenna TV FOX, Laff, ION Mystery 6/1/2029 6/1/2029 144 Midland, TX O&O LSA KMID KPEJ ABC FOX KMID-D2, D3, D4 KPEJ-D2, D3, D4 Laff, ION Mystery, GRIT Estrella, REWIND TV, Antenna TV 8/1/2030 (5) 147 Minot-Bismarck, ND O&O O&O O&O O&O KXMB KXMC KXMD KXMA CBS CBS CBS The CW KXMB-D2, D3, D4 KXMC-D2, D3, D4 KXMD-D2, D3, D4 KXMA-D2, D3, D4 The CW, Laff, ION Mystery The CW, Laff, ION Mystery The CW, Laff, ION Mystery CBS, Laff, ION Mystery 4/1/2030 4/1/2030 4/1/2030 (5) 148 Panama City, FL O&O WMBB ABC WMBB-D2, D3, D4 The CW, Laff, ION Mystery 2/1/2029 149 Sioux City, IA O&O KCAU ABC KCAU-D2, D3, D4 ION Mystery, Laff, Bounce 2/1/2030 150 Wichita Falls, TX O&O O&O LSA KFDX KJTL NBC FOX KFDX-D2, D3, D4 KJBO-LP KJTL-D2, D3, D4 MNTV, The CW, Antenna TV MNTV GRIT, Bounce, ION Mystery (5) 151 Joplin, MO O&O LSA KSNF KODE NBC ABC KSNF-D2, D3, D4 KODE-D2, D3, D4 Laff, ION Mystery, Antenna TV GRIT, Bounce, ION 2/1/2030 2/1/2030 154 Erie, PA O&O LSA WJET WFXP ABC FOX WJET-D2, D3, D4 WFXP-D2, D3, D4 Laff, ION Mystery, Cozi TV GRIT, Bounce, Antenna TV (5) 159 Terre Haute, IN O&O LSA WTWO WAWV NBC ABC WTWO-D2, D3, D4 WAWV-D2, D3, D4 The CW, Laff, Antenna TV GRIT, Bounce, REWIND TV 8/1/2029 8/1/2029 162 Binghamton, NY O&O O&O WIVT ABC WIVT-D2, D3, D4 WBGH-CD, D2 NBC, Laff, ION Mystery NBC, ABC (5) 163 Wheeling, WV O&O WTRF CBS WTRF-D2, D3, D4 MNTV, ABC, ION Mystery 10/1/2028 165 Billings, MT O&O LSA KSVI KHMT ABC FOX KSVI-D2, D3, D4 KHMT-D2, D3, D4 The CW, ION Mystery, Antenna TV Court TV, Laff, ION 4/1/2030 (5) 166 Abilene, TX O&O LSA KTAB KRBC CBS NBC KTAB-D2, D3, D4 KRBC-D2, D3, D4 Telemundo, ION Mystery, ION GRIT, Laff, Bounce (5) 167 Beckley, WV O&O WVNS CBS WVNS-D2 FOX 10/1/2028 168 Hattiesburg, MS O&O WHLT CBS WHLT-D2, D3, D4 The CW, ION, ION Mystery 6/1/2029 169 Rapid City, SD O&O KCLO CBS KCLO-D2, D3, D4 The CW, ION, ION Mystery (5) 170 Dothan, AL O&O WDHN ABC WDHN-D2, D3, D4 ION Mystery, Laff, Antenna TV 4/1/2029 10 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 171 Utica, NY O&O O&O LSA WFXV WUTR FOX ABC WFXV-D2, D3, D4 WPNY-LP WUTR-D2, D3, D4 The CW, ION Mystery, Laff MNTV MNTV, GRIT, Bounce (5) 172 Clarksburg, WV O&O WBOY NBC WBOY-D2, D3, D4 ABC, ION Mystery, Laff 10/1/2028 174 Jackson, TN O&O WJKT FOX WJKT-D2, D3, D4 ION Mystery, Laff, GRIT 8/1/2029 178 Elmira, NY O&O WETM NBC WETM-D2, D3, D4 Antenna TV, Laff, ION Mystery (5) 179 Watertown, NY O&O WWTI ABC WWTI-D2, D3, D4 The CW, Laff, ION Mystery (5) 183 Alexandria, LA O&O WNTZ FOX WNTZ-D2, D3, D4 Bounce, ION Mystery, Laff 6/1/2029 187 Grand Junction, CO O&O O&O O&O LSA KREX KREY KFQX CBS CBS FOX KREX-D2, D3, D4 KREY-D2, D3, D4 KGJT-CD KFQX-D2, D3, D4 Laff, MNTV, Bounce FOX, ION Mystery, GRIT MNTV CBS, ION Mystery, GRIT 4/1/2030 4/1/2030 4/1/2030 (5) 197 San Angelo, TX O&O LSA KLST KSAN CBS NBC KLST-D2, D3, D4 KSAN-D2, D3, D4 ION Mystery, GRIT, Antenna TV Laff, Bounce, ION (5) (5) (1) Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs.
We also employ a high-quality local sales force in each of our markets to increase revenue from local advertisers by capitalizing on our investment in local programming and community websites. In even-numbered years, when most elections are held, we historically have generated substantial revenue from locally driven political advertising.
We employ a high-quality local sales force in each of our markets to increase revenue from local advertisers by capitalizing on our investment in local programming, websites and over-the-top (“OTT”) applications. In even-numbered years, when most elections are held, we have historically generated substantial revenue from locally driven political advertising.
The CW, our broadcast television network, competes with other broadcast networks and other video programming for viewers and NewsNation, our growing national cable news network, competes with other established national news networks such as CNN, FOX News and MSNBC for viewers. Programming .
The CW, our broadcast television network, competes with other broadcast networks and other video programming for viewers and NewsNation, our national news network, competes with other national news networks such as FOX News, CNN, MSNBC and Newsmax for viewers. Programming .
In January 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share beginning with the dividend declared in the first quarter of 2024. We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy.
In January 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share beginning with the dividend declared in the first quarter of 2025. We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy.
According to Nielsen, The CW Network reaches 125 million television households, equal to the reach of the ABC, CBS, FOX and NBC broadcast networks, and NewsNation reaches approximately 69 million television households, virtually equivalent to the reach of CNN, Fox News and MSNBC.
According to Nielsen, The CW Network reaches nearly 126 million television households, equal to the reach of the ABC, CBS, FOX and NBC broadcast networks, and NewsNation reaches approximately 64 million television households, virtually equivalent to the reach of Fox News, CNN and MSNBC.
The Company currently has significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods.
We currently have significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods.
Each of the stations that we own, operate, program, or provide sales and other services to creates a highly recognizable local brand, primarily through the quality of local news programming, extensive local sports coverage, and community presence.
Each of the stations that we own, operate, program, or provide sales and other services to creates a highly recognized local brand, primarily attributable to our high quality local news programming, extensive local sports coverage, and community presence.
Nexstar also has non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 2023, Nexstar contributed $4 million to these plans. As of December 31, 2023, the total liability was $40 million.
We also have non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 2024, Nexstar contributed $4 million to these plans. As of December 31, 2024, the total liability was $37 million.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese cyber incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption.
Biggest changeThese cyber incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The possible consequences of such an attack include but are not limited to loss of data, damage to our reputation, interruptions to our operations, and/or the need to pay ransom.
For additional discussion of certain risks associated with cybersecurity, see “Risk Factors” under the heading “Cybersecurity risks could affect the Company’s operating effectiveness.” 29
For additional discussion of certain risks associated with cybersecurity, see Item 1A, “Risk Factors” under the heading “Cybersecurity risks could adversely affect our operating effectiveness and operating results.” 29
Removed
The possible consequences of such an attack include but are not limited to loss of data, damage to the Company’s reputation, interruptions to our operations, and/or the need to pay ransom.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFor additional discussion of certain risks associated with legal proceedings, see “Risk Factors” above. Item 4. Mine Safety Disclosures None. 30 PART II
Biggest changeFor additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above. Item 4. Mine Safety Disclosures None. 30 PART II
Item 2. Pr operties We have office space for our corporate headquarters in Irving, TX, which is leased through 2033. Each of our markets has facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 53% of our office and studio locations and approximately 55% of our tower and transmitter locations.
Item 2. Pr operties We have office space for our corporate headquarters in Irving, TX, which is leased through 2033. Each of our markets has facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 55% of our office and studio locations and approximately 55% of our tower and transmitter locations.
See Item 1, “Business—The Stations” for a complete list of stations by market. I tem 3. Legal Proceedings The information set forth under Note 16 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K is incorporated herein by reference.
See Item 1, “Business—The Stations” for a complete list of stations by market. I tem 3. Legal Proceedings The information set forth under Note 11 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following is a summary of Nexstar’s repurchases of its common stock by month during the fourth quarter of 2023 (in millions, except for share and per share information): Total Number of Shares Approximate Dollar Value Purchased as Part of of Shares That May Yet Be Total Number Average Price Publicly Announced Purchased Under the of Shares Purchased Paid per Share Plans or Programs Plans or Programs October 4 ̶ 25, 2023 267,321 $ 140.27 267,321 $ 706 November 15 ̶ 30, 2023 132,390 $ 148.18 132,390 687 December 1 ̶ 29, 2023 229,758 $ 149.01 229,758 652 629,469 $ 145.13 629,469 On July 27, 2022, our board of directors approved a new share repurchase program authorizing the Company to repurchase up to an additional $1.5 billion of its common stock, of which $1.258 billion remained available as of December 31, 2022.
Biggest changeIssuer Purchases of Equity Securities The following is a summary of Nexstar’s repurchases of its common stock by month during the fourth quarter of 2024 (in millions, except for share and per share information): Total Number of Shares Approximate Dollar Value Purchased as Part of of Shares That May Yet Be Total Number Average Price Publicly Announced Purchased Under the of Shares Purchased Paid per Share Plans or Programs Plans or Programs October 2 ̶ 31, 2024 405,473 $ 168.90 405,473 $ 1,661 November 1 ̶ 29, 2024 274,461 $ 168.49 274,461 1,614 December 2 ̶ 26, 2024 380,928 $ 164.73 380,928 1,552 1,060,862 $ 167.30 1,060,862 As of December 31, 2024, the remaining available amount under the share repurchase authorization was $1.6 billion, which includes the $1.5 billion increase to the share repurchase program authorized by Nexstar’s Board of Directors on July 26, 2024.
Our peer group index consists of the following publicly traded companies: Gray Television, Inc., Tegna, Inc., Sinclair, Inc. (“Sinclair”), The E.W. Scripps Company, Fox Corporation and Paramount Global.
Our peer group index consists of the following publicly traded companies: Gray Television Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global.
The graph assumes the investment of $100 in our common stock and in both of the indices on December 31, 2018, with the reinvestment of dividends into shares of our common stock or the indices, as applicable. The performance shown is not necessarily indicative of future performance. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Nexstar Media Group, Inc.
The graph assumes the investment of $100 in our common stock and in both of the indices on December 31, 2019, with the reinvestment of dividends into shares of our common stock or the indices, as applicable. The performance shown is not necessarily indicative of future performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Nexstar Media Group, Inc.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Prices; Record Holders and Dividends Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.” As of February 27, 2024, there were approximately 180,000 shareholders of record of our common stock, including shares held in nominee names by brokers and other institutions.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Prices; Record Holders and Dividends Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.” As of February 27, 2025, there were approximately 134,000 shareholders of record of our common stock, including shares held in nominee names by brokers and other institutions.
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.
Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 and 10b-18 plans. There is no minimum number of shares that Nexstar is required to repurchase.
Comparative Stock Performance Graph The following graph compares the total return of our common stock based on closing prices for the period from December 31, 2018 through December 31, 2023 with the total return of the NASDAQ Composite Index and our peer index of comparable television companies.
Comparative Stock Performance Graph The following graph compares the total return of our common stock based on closing prices for the period from December 31, 2019 through December 31, 2024 with the total return of the NASDAQ Composite Index and our peer index of comparable television companies.
Pursuant to our current dividend policy, our board of directors declared in 2023, 2022 and 2021 total annual cash dividends of $5.40 per share, $3.60 per share and $2.80 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments.
Pursuant to our current dividend policy, our board of directors declared in 2024, 2023 and 2022 total annual cash dividends of $6.76 per share, $5.40 per share and $3.60 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments.
The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice. 31 Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2023 Number of securities Number of securities to be issued upon Weighted average remaining available exercise of outstanding exercise price of for future issuance options and vesting of outstanding excluding securities Plan Category restricted stock units options reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,232,959 $ 47.17 1,562,447 Equity compensation plans not approved by security holders - - - 1,232,959 $ 47.17 1,562,447 (1) The 1,232,959 securities to be issued consist of 244,068 outstanding stock options, with a weighted average exercise price of $47.17 and 988,891 time-based and performance-based restricted stock units.
The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice. 31 Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2024 Number of securities Number of securities to be issued upon Weighted average remaining available exercise of outstanding exercise price of for future issuance options and vesting of outstanding excluding securities Plan Category restricted stock units options reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,041,225 $ - 1,038,721 Equity compensation plans not approved by security holders - - - 1,041,225 1,038,721 (1) The 1,041,225 securities to be issued consist of time-based and performance-based restricted stock units.
On January 26, 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share of outstanding common stock beginning with the first quarter of 2024.
On January 29, 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share of outstanding common stock beginning with the first quarter of 2025.
For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
All stock options were fully vested and exercised as of December 31, 2024. For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Removed
During the year ended December 31, 2023, Nexstar repurchased a total of 3,782,104 shares of its common stock for $605 million, funded by cash on hand, which were accounted for as treasury stock. As of December 31, 2023, the remaining available amount under the share repurchase authorization was $652 million.
Added
From January 1, 2025 to February 27, 2025, we repurchased 112,582 shares of our common stock for $17 million, funded by cash on hand. As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $1.5 billion.
Removed
(NXST) $ 100.00 $ 151.87 $ 145.00 $ 204.37 $ 241.77 $ 223.71 NASDAQ Composite Index $ 100.00 $ 136.69 $ 198.10 $ 242.03 $ 163.28 $ 236.17 Peer Group $ 100.00 $ 109.58 $ 96.01 $ 97.64 $ 72.12 $ 65.21
Added
(NXST) $ 100.00 $ 95.48 $ 134.56 $ 159.19 $ 147.30 $ 154.63 NASDAQ Composite Index $ 100.00 $ 144.92 $ 177.06 $ 119.45 $ 172.77 $ 223.87 Peer Group $ 100.00 $ 87.62 $ 89.11 $ 65.82 $ 59.51 $ 72.67

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHistorical Performance Revenue The following table sets forth the amounts of the Company’s principal types of revenue (dollars in millions) and each type of revenue as a percentage of total net revenue for the years ended December 31: 2023 2022 2021 Amount % Amount % Amount % Core advertising $ 1,660 33.7 $ 1,718 33.0 $ 1,762 37.9 Political advertising 66 1.3 506 9.7 45 1.0 Distribution 2,727 55.3 2,571 49.3 2,473 53.2 Digital 395 8.0 365 7.0 322 6.9 Other 85 1.7 51 1.0 46 1.0 Total net revenue $ 4,933 100.0 $ 5,211 100.0 $ 4,648 100.0 Results of Operations The following table sets forth a summary of the Company’s operations for the years ended December 31 (dollars in millions), and each component of operating expense as a percentage of net revenue: 2023 2022 2021 Amount % Amount % Amount % Net revenue $ 4,933 100.0 $ 5,211 100.0 $ 4,648 100.0 Operating expenses (income): Direct operating 2,153 43.6 2,005 38.5 1,862 40.0 Selling, general and administrative, excluding corporate 903 18.3 904 17.3 848 18.2 Corporate 193 3.9 198 3.8 176 3.8 Depreciation and amortization 941 19.1 662 12.7 589 12.7 Goodwill and other long-lived asset impairments 35 0.7 133 2.6 23 0.5 Reimbursement from the FCC related to station repack - - (3 ) (0.1 ) (20 ) (0.4 ) Other - - - - (5 ) (0.1 ) Total operating expenses 4,225 3,899 3,473 Income from operations $ 708 $ 1,312 $ 1,175 35 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The period-to-period comparability of our consolidated operating results is affected by acquisitions.
Biggest changeAdvertising 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. 34 Historical Performance Results of Operations The following table sets forth a summary of the Company’s operations for the years ended December 31 (dollars in millions), and each component of operating expense as a percentage of net revenue: Years Ended December 31, % Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net revenue: Distribution $ 2,928 $ 2,727 $ 2,571 7.4 6.1 Advertising 2,415 2,121 2,589 13.9 (18.1 ) Other 64 85 51 (24.7 ) 66.7 Net revenue 5,407 4,933 5,211 9.6 (5.3 ) Operating expenses: Direct operating 2,221 2,153 2,005 3.2 7.4 Selling, general and administrative 1,088 1,098 1,098 (0.9 ) 0.0 Depreciation and amortization 808 941 662 (14.1 ) 42.1 Goodwill and long-lived asset impairments 24 35 133 (31.4 ) (73.7 ) Other (2 ) (2 ) 1 NM NM Total operating expenses 4,139 4,225 3,899 (2.0 ) 8.4 Income from operations 1,268 708 1,312 79.1 (46.0 ) Gain on bargain purchase - - 56 Income from equity method investments, net 70 104 153 Interest expense, net (444 ) (447 ) (337 ) Pension and other postretirement plans credit, net 27 36 43 Gain on disposal of an investment 40 - - Other expenses, net (2 ) - (10 ) Income before income taxes 959 401 1,217 Income tax expense (276 ) (131 ) (274 ) Net income 683 270 943 Net loss attributable to noncontrolling interests 39 76 28 Net income attributable to Nexstar Media Group, Inc. $ 722 $ 346 $ 971 NM = Not Meaningful 35 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The Company’s revenues increased 9.6% for the year ended December 31, 2024, compared to the same period in 2023, primarily due to higher revenues from political advertising and distribution, partially offset by lower revenue from non-political advertising.
Interest Expense, net Interest expense, net was $447 million for the year ended December 31, 2023 compared to $337 million for the same period in 2022, an increase of $110 million, or 32.6%, primarily due to increases in interest rates in the Company’s outstanding loans under its senior secured credit facilities, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.
Interest expense, net was $447 million for the year ended December 31, 2023 compared to $337 million for the same period in 2022, an increase of $110 million, or 32.6%, primarily due to increases in interest rates in the Company’s outstanding loans under its senior secured credit facilities, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.
A large percentage of the costs involved in our operations is relatively fixed. 34 Regulatory Developments As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations. On April 1, 2021, the U.S.
A large percentage of the costs involved in our operations is relatively fixed. Regulatory Developments As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations. On April 1, 2021, the U.S.
Adjustments associated with the resolution of such estimates have, historically, been inconsequential. 48 Income Taxes We account 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.
Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Income Taxes We account 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.
Nexstar reported permanent differences, including an adjustment for losses related to the minority interest in The CW, resulting in an incremental income tax expense of $44 million or 7.2% increase to the effective tax rate.
Nexstar reported permanent differences, including an adjustment for losses related to the minority interest in The CW, resulting in an incremental income tax expense of $44 million or a 7.2% increase to the effective tax rate.
Among the regulations eliminated in 2021 as a result of the Supreme Court ruling was a rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of another television station in the same market under a JSA is deemed to have an attributable ownership interest in that station, as well as a requirement that at least eight independently owned television stations remain in a local television market for a party to acquire a second station in that market.
Among the regulations eliminated in 2021 as a result of the Supreme Court ruling was a rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of a non-owned television station in the same market under a JSA is deemed to have an attributable ownership interest in that station, as well as a requirement that at least eight independently owned television stations remain in a local television market for a party to acquire a second station in that market.
An impairment is recorded when the carrying value of an FCC license exceeds its fair value. 46 We test our definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or 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.
An impairment is recorded when the carrying value of an FCC license exceeds its fair value. 44 We test our definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or 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.
Excluding the incremental $74 million of operating expenses from our acquisition of The CW, direct operating and selling, general and administrative expenses increased by 2.6% primarily due to an increase in station programming costs from network affiliation renewals and annual increases in network affiliation costs, increased news programming at NewsNation and our local stations as well as increased digital sales and administrative expenses, partially offset by a decrease in commission incurred from national representation due to a decrease in political advertising revenue.
Excluding the incremental $74 million of operating expenses from our acquisition of The CW, direct operating and selling, general and administrative expenses increased by 2.5% primarily due to an increase in station programming costs from network affiliation renewals and annual increases in network affiliation costs, increased news programming at NewsNation and our local stations as well as increased digital sales and administrative expenses, partially offset by a decrease in commission incurred from national representation due to a decrease in political advertising revenue.
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. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect the Company’s future operating results, cash flows and financial condition.
As of December 31, 2024, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect the Company’s future operating results, cash flows and financial condition.
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 the reporting unit’s fair value would sufficiently exceed the related carrying amount.
In the fourth quarter of 2024, 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 the reporting unit’s fair value would sufficiently exceed the related carrying amount.
We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes, due July 2027 and Nexstar’s 4.75% Notes, due November 2028 for a period of at least the next 12 months as of the filing date of this Annual Report on Form 10-K. 43 Off-Balance Sheet Arrangements As of December 31, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes, due July 2027 and Nexstar’s 4.75% Notes, due November 2028 for a period of at least the next 12 months as of the filing date of this Annual Report on Form 10-K. 41 Off-Balance Sheet Arrangements As of December 31, 2024, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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 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 considers earnings multiples of comparable publicly traded businesses and comparable market transactions.
Excludes network affiliation agreements between the Company’s stations and The CW as the related fees are eliminated in consolidation. (5) Estimated interest payments due as if all debt outstanding as of December 31, 2023 remained outstanding until maturity, based on interest rates in effect at December 31, 2023.
Excludes network affiliation agreements between the Company’s stations and The CW as the related fees are eliminated in consolidation. (5) Estimated interest payments due as if all debt outstanding as of December 31, 2024 remained outstanding until maturity, based on interest rates in effect at December 31, 2024.
In 2023, the Company evaluated its equity method investments for OTTI and none was identified. The Company will continue to evaluate its equity method investments for OTTI in future periods. Pension plans and other postretirement benefits A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans (“OPEB”) requires the use of assumptions.
In 2024, the Company evaluated its equity method investments for OTTI and none was identified. The Company will continue to evaluate its equity method investments for OTTI in future periods. Pension plans and other postretirement benefits A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans (“OPEB”) requires the use of assumptions.
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 income approach utilized the Company’s income tax rate, an 11% discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature cable network businesses. The market approach based the valuation on earnings multiples of comparable publicly traded businesses with cable networks and comparable cable network transactions.
The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement. As of December 31, 2023, we were in compliance with our financial covenants.
The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement. As of December 31, 2024, we were in compliance with our financial covenants.
Distribution Revenue We earn revenues from MVPDs and OVDs for the retransmission of our broadcasts and the carriage of NewsNation. These revenues are generally earned based on a price per subscriber of the distributor within the retransmission or carriage area.
Distribution Revenue We earn revenues from MVPDs and vMVPDs for the retransmission of our broadcasts and the carriage of NewsNation. These revenues are generally earned based on a price per subscriber of the distributor within the retransmission or carriage area.
On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW (see Note 3, “Acquisitions” to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information). (2) Excludes Issuer’s equity investments of $958 million and $1,119 million as of December 31, 2023 and 2022, respectively, in unconsolidated investees.
On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW (see Note 3, “Acquisitions” to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information). (2) Excludes Issuer’s equity investments of $877 million and $958 million as of December 31, 2024 and 2023, respectively, in unconsolidated investees.
No other events or circumstances were noted in 2023 that would indicate impairment. Valuation of Investments We account for investments in which we own at least 20% of an investee’s voting securities or we have significant influence over an investee under the equity method of accounting. We record equity method investments at cost.
No other events or circumstances were noted in 2024 that would indicate impairment. 45 Valuation of Investments We account for investments in which we own at least 20% of an investee’s voting securities or we have significant influence over an investee under the equity method of accounting. We record equity method investments at cost.
These option agreements (which expire on various dates between 2024 and 2033) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration. We make semiannual interest payments on the 5.625% Notes, due July 2027 on January 15 and July 15 of each year.
These option agreements (which expire on various dates between 2025 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration. We make semiannual interest payments on the 5.625% Notes, due July 2027 on January 15 and July 15 of each year.
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 income approach utilized the Company’s income tax rate, a 12% 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.
Political advertising is affected by the number of competitive races there are and the extent to which the Company’s stations are located in the relevant competitive markets, the amount of funds raised by candidates, PACs and others, the availability and pricing of television advertising inventory and the availability of alternative media.
Political advertising is affected by the number of competitive races there are and the extent to which the Company’s stations are located in the relevant competitive markets, the amount of funds raised by candidates, political action committees and others, the availability and pricing of television advertising inventory and the availability of alternative media.
(2) As of December 31, 2023, we had $30 million of unrecognized tax benefits, inclusive of interest and certain deduction benefits. This liability represents an estimate of tax positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination by the tax authorities.
(2) As of December 31, 2024, we had $33 million of unrecognized tax benefits, inclusive of interest and certain deduction benefits. This liability represents an estimate of tax positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination by the tax authorities.
We also generate distribution revenues from the affiliation fees that CW’s third-party local station affiliates pay to the network and from programmers who lease the use of our spectrum in selected local markets to air their content on our multicast streams. We also generate revenue from core television advertising and digital advertising.
We also generate distribution revenues from the affiliation fees that CW’s third-party local station affiliates pay to the network and from programmers who use our spectrum in selected local markets to air their content on our multicast streams. We also generate revenue from television advertising.
We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. As of December 31, 2023, we have outstanding standby letters of credit with various financial institutions amounting to $20 million.
We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. As of December 31, 2024, we have outstanding standby letters of credit with various financial institutions amounting to $19 million.
These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2024 and 2033. We expect to renew these option agreements upon expiration.
These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2025 and 2034. We expect to renew these option agreements upon expiration.
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 remaining goodwill associated with this reporting unit was $45 million as of December 31, 2024. 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.
As of December 31, 2023, a 1% change in the discount rates would have the following effects (in millions): 1% Increase 1% Decrease Projected impact on net periodic benefit credit $ 2 $ (3) Projected impact on pension benefit obligations (132) 154 For additional information on our pension and OPEB, see Note 10 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
As of December 31, 2024, a 1% change in the discount rates would have the following effects (in millions): 1% Increase 1% Decrease Projected impact on net periodic benefit credit $ 2 $ (6) Projected impact on pension benefit obligations (114) 131 For additional information on our pension and OPEB, see Note 10 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Income Taxes Income tax expense was $131 million for the year ended December 31, 2023 compared to an income tax expense of $274 million for the same period in 2022, a decrease of $143 million. The effective tax rates during the years ended December 31, 2023 and 2022 were 32.7% and 22.5%, respectively.
LIBOR plus applicable margin in 2022. 37 Income tax expense was $131 million for the year ended December 31, 2023 compared to an income tax expense of $274 million for the same period in 2022, a decrease of $143 million. The effective tax rates during the years ended December 31, 2023 and 2022 were 32.7% and 22.5%, respectively.
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.
With respect to goodwill allocated to the cable network reporting unit and a digital reporting unit, 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 its carrying amount by approximately 15%, therefore no impairment was recorded.
These interest rates were a mixture of Secured Overnight Financing Rate (“SOFR”) plus Credit Spread Adjustment (“CSA”) used to account for the difference between SOFR and London Interbank Offered Rate (“LIBOR”), plus applicable margin in 2023 compared to a mixture of SOFR plus CSA plus applicable margin and U.S. LIBOR plus applicable margin in 2022.
These interest rates were a mixture of SOFR plus Credit Spread Adjustment (“CSA”) used to account for the difference between SOFR and London Interbank Offered Rate (“LIBOR”), plus applicable margin in 2023 compared to a mixture of SOFR plus CSA plus applicable margin and U.S.
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 was based on a five-year projection model which included assumptions regarding the recovery of the business from a low in 2024 due to market and other factors to a full recovery to 2022 levels between year 3 and year 5 and then growth thereafter.
The likelihood of a material impairment is mitigated by the amount of goodwill recorded.
The likelihood of a material impairment is mitigated by the remaining amount of goodwill.
Excluding the $53 million of incremental distribution revenue from our acquisition of The CW and the combined effect of the temporary disruption of a large MVPD for 76 days in the third quarter of 2023 and the impact of the removal of partner stations from certain MVPDs related to continued negotiation (5.6% decrease in revenue), distribution revenue increased by 9.6% primarily due to renewals of contracts in 2022 providing for higher rates per subscriber and scheduled annual escalation of rates per subscriber, partially offset by continued MVPD subscriber attrition.
Distribution revenue increased by $156 million primarily due to renewals of contracts in 2022 providing for higher rates per subscriber, scheduled annual escalation of rates per subscriber and incremental revenue from the acquisition of The CW, partially offset by the temporary disruption of a large MVPD for 76 days in the third quarter of 2023, the impact of the removal of partner stations from certain MVPDs related to continued negotiation and continued MVPD subscriber attrition.
(3) As of December 31, 2023, we had $212 million and $21 million of funding obligations with respect to our pension benefit plans and other postretirement benefit plans, respectively, which are not included in the table above.
(3) As of December 31, 2024, we had $186 million and $17 million of funding obligations with respect to our pension benefit plans and other postretirement benefit plans, respectively, which are not included in the table above.
For the year ended December 31, 2023, the Company generated 33.7% of its net revenue from core advertising and 8.0% from digital advertising. Advertisers typically pay for advertising on our television and digital assets based on the number of impressions our programming or digital content delivers.
For the year ended December 31, 2024, the Company generated 44.7% of its net revenue from advertising. Advertisers typically pay for advertising on our television and digital assets based on the number of impressions our programming or digital content delivers.
The increase in interest payments was primarily due to higher interest rates, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.
The increase in interest payments was primarily due to higher interest rates on our floating interest rate loans under our senior secured credit facilities, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.
As of December 31, (dollars in millions) 2023 2022 Nexstar senior secured credit facility $ 3,804 $ 3,925 Mission senior secured credit facility 354 358 5.625% Notes, due July 2027 1,714 1,714 4.75% Notes, due November 2028 1,000 1,000 Total outstanding principal 6,872 6,997 Less: Unamortized financing costs, discounts and premium, net (35 ) (46 ) Total outstanding debt $ 6,837 $ 6,951 Unused revolving loan commitments under senior secured credit facilities (1) $ 544 $ 543 (1) Based on the covenant calculations as of December 31, 2023, all of the $530 million (net of outstanding standby letters of credit of $20 million) and $14 million unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.
As of December 31, (dollars in millions) 2024 2023 Nexstar senior secured credit facility $ 3,479 $ 3,804 Mission senior secured credit facility 352 354 5.625% Notes, due July 2027 1,714 1,714 4.75% Notes, due November 2028 1,000 1,000 Total outstanding principal 6,545 6,872 Less: Unamortized financing costs, discounts and premium, net (22 ) (35 ) Total outstanding debt $ 6,523 $ 6,837 Unused revolving loan commitments under senior secured credit facilities (1) $ 545 $ 544 (1) Based on the covenant calculations as of December 31, 2024, all of the $531 million (net of outstanding standby letters of credit of $19 million) and $14 million unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.
The increase was primarily due to newly capitalized assets. 36 In 2023 and 2022, we recorded $35 million and $96 million, respectively, of goodwill and intangible assets impairment on our product review and recommendation platform reporting unit.
The increase was primarily due to newly capitalized assets. • No significant change in the amortization of intangible assets ($311 million in 2023 compared to $309 million in 2022). In 2023 and 2022, we recorded $35 million and $96 million, respectively, of goodwill and intangible assets impairment on our product review and recommendation platform reporting unit.
While these restrictions are no longer in effect, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending. The FCC could reinstitute its earlier restrictions or impose other limitations in these or any future reviews. Seasonality Advertising revenue is positively affected by a strong economy.
While these restrictions are no longer in effect, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending. The FCC could reinstitute its earlier restrictions or impose other limitations in these or any future reviews.
During 2023, the assumptions utilized in determining net periodic benefit credit on our pension plans were (i) 5.53% to 6.38% expected rate of return on plan assets and (ii) 4.98% to 4.99% effective discount rates. As of December 31, 2023, our pension plans’ benefit obligations were $1.7 billion.
During 2024, the assumptions utilized in determining net periodic benefit credit on our pension plans were (i) 5.26% to 6.05% expected rate of return on plan assets and (ii) 4.78% effective discount rates. As of December 31, 2024, our pension plans’ benefit obligations were $1.6 billion.
For the year ended December 31, 2023, our pension plans’ net periodic benefit credit was $36 million.
For the year ended December 31, 2024, our pension plans’ net periodic benefit credit was $27 million.
As of December 31, 2023, this second digital reporting unit has no remaining goodwill and no material long-lived intangible assets balance. Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis.
As of December 31, 2023, this reporting unit has no remaining book value of goodwill and definite-lived intangible assets. Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis.
Summarized Balance Sheet Information for the Obligor Group as of December 31 (in millions): December 31, 2023 December 31, 2022 Current assets – external (1) $ 1,246 $ 1,358 Current assets – due from consolidated entities outside of Obligor Group 7 39 Total current assets $ 1,253 $ 1,397 Noncurrent assets – external (1)(2) 9,429 9,748 Noncurrent assets – due from consolidated entities outside of Obligor Group 75 74 Total noncurrent assets $ 9,504 $ 9,822 Total current liabilities (1) $ 818 $ 742 Total noncurrent liabilities (1) $ 8,775 $ 8,994 Noncontrolling interests $ - $ - (1) Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
Summarized Balance Sheet Information for the Obligor Group as of December 31 (in millions): December 31, 2024 December 31, 2023 Current assets – external (1) $ 1,149 $ 1,246 Current assets – due from consolidated entities outside of Obligor Group 11 7 Total current assets $ 1,160 $ 1,253 Noncurrent assets – external (1)(2) 9,066 9,429 Noncurrent assets – due from consolidated entities outside of Obligor Group 74 75 Total noncurrent assets $ 9,140 $ 9,504 Total current liabilities (1) $ 685 $ 818 Total noncurrent liabilities (1) $ 8,387 $ 8,775 Noncontrolling interests $ - $ - (1) Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
For the year ended December 31, 2023, the Company’s distribution revenue represented 55.3% of total net revenue. Distributors generally pay for retransmission rights of local stations and for carriage of our networks on a per subscriber basis.
For the year ended December 31, 2024, the Company’s distribution revenue represented 54.1% of total net revenue. Distributors generally pay for retransmission rights of local stations and for carriage of our NewsNation on a per subscriber basis.
We also own a 75.0% ownership interest in The CW, the fifth major broadcast network in the U.S., 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 TV Food Network.
As of December 31, 2024, we also own a 77.1% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network.
Programming costs are primarily related to fees paid to networks with which ours and our partners’ stations are affiliated and license fees for original and sports programming, in the case of The CW, and syndicated programming in the case of the stations and our networks.
Third-party programming costs are primarily related to fees paid to networks with which ours and our partners’ stations are affiliated and license fees for original and sports programming, in the case of The CW, and syndicated programming in the case of the stations and our networks. The largest contributor to news programming and other expenses are employee-related expenses.
As of December 31, 2023 2022 Cash, cash equivalents and restricted cash $ 147 $ 220 Cash Flows—Operating Activities Net cash provided by operating activities decreased by $404 million during the year ended December 31, 2023 compared to the same period in 2022.
As of December 31, 2024 2023 Cash, cash equivalents and restricted cash $ 144 $ 147 Cash Flows—Operating Activities Net cash provided by operating activities increased by $251 million during the year ended December 31, 2024 compared to the same period in 2023.
Therefore, these VIEs are consolidated into these financial statements. 45 Valuation of Goodwill and Intangible Assets Intangible assets represented $8.0 billion, or 66.2%, of our total assets as of December 31, 2023. Intangible assets consist primarily of goodwill, indefinite-lived intangible assets (such as FCC licenses), and definite-lived intangible assets (such as network affiliation agreements).
Therefore, these VIEs are consolidated into these financial statements. 43 Valuation of Goodwill and Intangible Assets Intangible assets represented $7.7 billion, or 67.1%, of our total assets as of December 31, 2024. Intangible assets consist primarily of goodwill, indefinite-lived intangible assets (such as FCC licenses), and definite-lived intangible assets (such as network affiliation agreements).
Depreciation and amortization expense consists of the following: • Amortization of broadcast rights was $453 million for the year ended December 31, 2023 compared to $193 million for the same period in 2022, an increase of $260 million, or 134.7%, primarily due to incremental programming expenses from our acquisition of The CW (acquired on September 30, 2022) of $286 million, partially offset by a reduction in the television stations’ broadcast rights costs of $26 million. • Amortization of intangible assets was $311 million for the year ended December 31, 2023 compared to $309 million for the same period in 2022, an increase of $2 million, or 0.6% (no significant change). • Depreciation of property and equipment was $176 million for the year ended December 31, 2023 compared to $160 million for the same period in 2022, an increase of $16 million, or 10.0%.
Depreciation and amortization expense increased by $279 million, as follows: • Amortization of broadcast rights was $453 million for the year ended December 31, 2023 compared to $193 million for the same period in 2022, an increase of $260 million, or 134.7%, primarily due to incremental programming expenses from our acquisition of The CW of $286 million, partially offset by a reduction in the television stations’ broadcast rights costs of $26 million. • Depreciation of property and equipment was $176 million for the year ended December 31, 2023 compared to $160 million for the same period in 2022, an increase of $16 million, or 10.0%.
The assumptions used in developing the required estimates include the following key factors: • discount rates • expected return on plan assets • mortality rates • retirement rates • expected contributions As of December 31, 2023, the effective discount rates used for determining pension benefit obligations were 4.78% to 4.79%.
The assumptions used in developing the required estimates include the following key factors: • discount rates • expected return on plan assets • mortality rates • retirement rates • expected contributions As of December 31, 2024, the effective discount rate used for determining pension benefit obligations was 5.45%.
(2) In 2022, income taxes paid, net of refunds, includes $48 million in tax payments related to various sales of real estate properties.
(2) In 2024, income taxes paid, net of refunds, includes $11 million in tax payments related to a gain from disposal of an investment. In 2022, income taxes paid, net of refunds, includes $48 million in tax payments related to various sales of real estate properties.
For additional information on equity investments, refer to Note 6 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information. 44 Summarized Statements of Operations Information for the Obligor Group (in millions): Year Ended December 31, 2023 Net revenue – external $ 4,694 Net revenue – from consolidated entities outside of Obligor Group 19 Total net revenue 4,713 Costs and expenses – external 3,683 Costs and expenses – to consolidated entities outside of Obligor Group 37 Total costs and expenses 3,720 Income from operations $ 993 Net income $ 450 Net income attributable to Obligor Group $ 450 Income from equity method investments, net $ 104 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S.
For additional information on equity investments, refer to Note 6 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information. 42 Summarized Statements of Operations Information for the Obligor Group (in millions): Year Ended December 31, 2024 Net revenue – external $ 5,207 Net revenue – from consolidated entities outside of Obligor Group 16 Total net revenue 5,223 Costs and expenses – external 3,746 Costs and expenses – to consolidated entities outside of Obligor Group 62 Total costs and expenses 3,808 Income from operations $ 1,415 Net income $ 756 Net income attributable to Obligor Group $ 756 Income from equity method investments, net $ 70 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S.
The increase in payments for broadcast rights was due to incremental payments from our acquisition of The CW (acquired on September 30, 2022) of $211 million, partially offset by a decrease in payments for our syndicated programming of $38 million.
Operating income decreased primarily due to lower revenue from political and non-political advertising, partially offset by higher revenues from distribution. The increase in payments for broadcast rights was due to incremental payments from our acquisition of The CW (acquired on September 30, 2022) of $211 million, partially offset by a decrease in payments for our syndicated programming of $38 million.
For the years ended December 31, 2023 and 2022, the Company generated 1.3% and 9.7%, respectively, of our net revenue from political advertising.
For the years ended December 31, 2024 and 2022, the Company generated 20.3% and 19.5%, respectively, of our net advertising revenue from political advertising.
The largest portion of operating revenue of our Company is derived from distribution revenue, which relates to retransmission of Company stations’ signals and the carriage of our cable and broadcast networks by cable, satellite and other MVPDs and OVDs and, in the case of The CW, its local affiliates.
The portfolio also includes eight connected television applications and three FAST channels from The CW and The Hill. 33 The largest portion of operating revenue of the Company is derived from distribution revenue, which relates to retransmission of Company stations’ signals and the carriage of our cable and broadcast networks by cable, satellite and other MVPDs and vMVPDs and, in the case of The CW, its local affiliates.
Cash Flow Summary The following tables present the Company’s total operating, investing and financing activity cash flows for the three years ended December 31 (in millions): 2023 2022 2021 Net cash provided by operating activities $ 999 $ 1,403 $ 1,215 Net cash provided by (used in) investing activities (1) (173 ) 125 (232 ) Net cash used in financing activities (899 ) (1,515 ) (945 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ (73 ) $ 13 $ 38 Cash paid for interest $ 437 $ 330 $ 273 Income taxes paid, net of refunds (2) $ 169 $ 370 $ 320 (1) In 2023, 2022 and 2021, the investing activities included total capital expenditures of $149 million, $157 million and $151 million, respectively, of which none, $1 million and $10 million, respectively, were reimbursed from the FCC in connection with the station repack.
Cash Flow Summary The following tables present the Company’s total operating, investing and financing activity cash flows for the three years ended December 31 (in millions): 2024 2023 2022 Net cash provided by operating activities $ 1,250 $ 999 $ 1,403 Net cash provided by (used in) investing activities (1) (102 ) (173 ) 125 Net cash used in financing activities (1,151 ) (899 ) (1,515 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ (3 ) $ (73 ) $ 13 Cash paid for interest $ 431 $ 437 $ 330 Income taxes paid, net of refunds (2) $ 254 $ 169 $ 370 (1) In 2024, 2023 and 2022, the investing activities included total capital expenditures of $145 million, $149 million and $157 million.
While we have considered future taxable income in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such a determination was made.
While we have considered future taxable income in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such a determination was made. 46 We recognize 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.
For additional information on this acquisition, see Note 3, “Acquisitions and Dispositions” to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
For additional information on our investment in TV Food Network, refer to Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Net cash provided by operating activities increased by $188 million during the year ended December 31, 2022 compared to the same period in 2021.
Net cash flows used in investing activities increased by $298 million during the year ended December 31, 2023, compared to the same period in 2022.
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.
The likelihood of a material impairment is mitigated by the maturity of the network and its significant contractual distribution revenue. With respect to the digital reporting unit, the Company’s assessment indicated that its fair value was less than its carrying amount, therefore the Company recorded a goodwill impairment of $24 million.
The increase in tax payments was primarily due to the sale of certain real estate properties in 2022 resulting in tax payments of $48 million. Cash Flows—Investing Activities Net cash used in investing activities was $173 million and $232 million during the years ended December 31, 2023 and 2021, respectively.
The decrease in tax payments was primarily driven by lower operating results and tax payments in 2022 from the sale of certain real estate properties. Cash Flows—Investing Activities Net cash used in investing activities was $102 million and $173 million during the years ended December 31, 2024 and 2023, respectively.
Excluding the $63 million of incremental core advertising revenue from our acquisition of The CW (acquired on September 30, 2022), core advertising revenue decreased by 7.0% primarily due to a weaker advertising market and the absence of first quarter advertising revenue from the Olympics on our NBC affiliate stations, partially offset by an increase in advertising revenue during the first quarter from the Super Bowl aired on FOX, where we have more FOX-affiliated stations versus NBC-affiliated stations in the prior year.
Advertising revenue decreased by $468 million primarily due to a decrease of $440 million in political advertising as 2023 is not an election year and a decrease in non-political revenue of $123 million due to the combined effect of advertising market softness, the absence of first quarter advertising revenue from the Olympics on our NBC affiliate stations and an increase in advertising revenue during the first quarter from the Super Bowl aired on FOX, where we have more FOX-affiliated stations versus NBC-affiliated stations in the prior year, partially offset by incremental revenue from the acquisition of The CW of $95 million.
Based on our estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of these 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 recognized (discussed above).
Based on our estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of these assets, the Company determined that the carrying amounts are recoverable.
Cash Flows—Financing Activities Net cash used in financing activities for the years ended December 31, 2023, 2022 and 2021 was $899 million, $1,515 million and $945 million, respectively.
Cash Flows—Financing Activities Net cash used in financing activities for the years ended December 31, 2024, 2023 and 2022 was $1,151 million, $899 million and $1,515 million, respectively. Net cash flows used in financing activities increased by $252 million during the year ended December 31, 2024, compared to the same period in 2023.
As a result, our core television and digital advertising is affected by a number of factors, including the size and demographics of the audience viewing our programming and digital content, economic conditions, demand for advertising and our sales effort.
As a result, our advertising is affected by a number of factors, including the size and demographics of the audience viewing our programming and digital content, economic conditions, demand for advertising and our sales effort. We also generate digital advertising revenue from the sale of advertising on third-party sites and other local and national services.
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.
During the years ended December 31, 2023 and 2022, the Company recorded 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), respectively, attributable to another digital unit.
The following summarizes the Company’s contractual obligations as of December 31, 2023, and the effect such obligations are expected to have on the Company’s short-term and long-term liquidity and capital resource needs (in millions): Payments Due by Period Total 2024 2025 - 2026 2027 - 2028 Thereafter Recorded contractual obligations: Nexstar senior secured credit facility $ 3,804 $ 122 $ 1,803 $ 1,879 $ - Mission senior secured credit facility 354 2 6 346 - 5.625% senior unsecured notes due 2027 1,714 - - 1,714 - 4.75% senior unsecured notes due 2028 1,000 - - 1,000 - Operating lease obligations 369 60 86 70 153 Finance lease obligations 21 2 2 3 14 Broadcast rights current cash commitments (1) 160 135 25 - - Other (2)(3) 25 13 12 - - Unrecorded contractual obligations: Network affiliation agreements (4) 1,915 789 1,126 - - Cash interest on debt (5) 1,665 455 973 237 - Executive employee contracts (6) 127 58 65 4 - Broadcast rights future cash commitments (7) 1,110 169 305 276 360 Other 182 59 89 34 - $ 12,446 $ 1,864 $ 4,492 $ 5,563 $ 527 (1) Future minimum payments for license agreements for which the license period has begun and liabilities have been recorded.
The following summarizes the Company’s contractual obligations as of December 31, 2024, and the effect such obligations are expected to have on the Company’s short-term and long-term liquidity and capital resource needs (in millions): Payments Due by Period Total 2025 2026 - 2027 2028 - 2029 Thereafter Recorded contractual obligations: Nexstar senior secured credit facility $ 3,479 $ 121 $ 3,358 $ - $ - Mission senior secured credit facility 352 3 68 281 - 5.625% senior unsecured notes due 2027 1,714 - 1,714 - - 4.75% senior unsecured notes due 2028 1,000 - - 1,000 - Operating lease obligations 359 49 89 76 145 Finance lease obligations 20 2 4 4 10 Broadcast rights current cash commitments (1) 113 97 15 1 - Other (2)(3) 15 14 1 - - Unrecorded contractual obligations: Network affiliation agreements (4) 1,616 950 665 1 - Cash interest on debt (5) 1,088 424 616 48 - Executive employee contracts (6) 105 58 47 - - Broadcast rights future cash commitments (7) 1,127 238 338 293 258 Other 174 61 99 8 6 $ 11,162 $ 2,017 $ 7,014 $ 1,712 $ 419 (1) Future minimum payments for license agreements for which the license period has begun and liabilities have been recorded.
In February 2024, we received $40 million in cash in connection with Broadcast Music Inc.’s sale to New Mountain Capital. 42 Long-term debt As of December 31, 2023, the Company had total outstanding debt of $6.8 billion, net of unamortized financing costs, discounts and premium, which represented 74.8% of the Company’s combined capitalization.
The dividend was paid on February 26, 2025 to stockholders of record on February 12, 2025. 40 Long-term debt As of December 31, 2024, the Company had total outstanding debt of $6.5 billion, net of unamortized financing costs, discounts and premium, which represented 74.3% of the Company’s combined capitalization.
TV Food Network’s lower net income was primarily due to a decrease in its advertising revenue driven by a weaker advertising market. There was no significant change to our share in the amortization of basis difference associated with our investment in TV Food Network.
Income from equity method investments, net decreased by $49 million primarily due to a decrease in net income of TV Food Network, our largest equity method investment. TV Food Network’s net income decreased primarily due to a decrease in its advertising revenue driven by a weaker advertising market.
Digital advertising that is not directly sold to advertisers through our in-house and third party sales teams, is sold via programmatic exchanges. In addition, we generate digital advertising revenue from the sale of advertising on third party sites and other local and national services. In even years, we generate a substantial amount of revenue from political advertising.
In addition, digital advertising that is not directly sold to advertisers is sold via programmatic exchanges. Included in our advertising revenues is the impact of political advertising which, in even years, contributes a substantial amount to our total advertising revenue.
Thus, no impairment was recorded. 47 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 results of such qualitative impairment tests, the Company concluded that it was more likely than not that their fair values would sufficiently exceed the related carrying amount. 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.
The gain on bargain purchase arising from the acquisition of The CW resulted in a 1.1% decrease to the effective tax rate. 39 Liquidity and Capital Resources The Company is leveraged, which makes it vulnerable to changes in general economic conditions.
Also, changes in the valuation allowance resulted in an incremental income tax expense of $15 million, or a 2.9% increase to the effective tax rate in 2023. Liquidity and Capital Resources The Company is leveraged, which makes it vulnerable to changes in general economic conditions.
For additional information on our investment in TV Food Network, including the accounting for basis difference, refer to Note 6 to our Consolidated Financial Statements.
For additional information on our investment in TV Food Network, refer to Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
On January 26, 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share of our common stock beginning with the dividend declared for the first quarter of 2024. The dividend was paid on February 23, 2024 to stockholders of record on February 9, 2024.
As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $1.5 billion. On January 29, 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share of our common stock beginning with the dividend declared for the first quarter of 2025.
We record our equity in TV Food Network’s net income, less our share in the amortization of basis difference related to the investment, as income from equity method investments. In 2023, TV Food Network’s net income decreased by $159 million resulting to our share in its income to decrease by $50 million.
Income from equity method investments, net decreased by $34 million primarily due to a decrease in net income of TV Food Network, our largest equity method investment. TV Food Network’s net income decreased primarily due to a decrease in its advertising revenue.
Our primary operating expenses include programming, newsgathering, production and promotion, employee salaries and benefits, sales commissions, digital cost of goods sold and content creation costs, and other administrative and corporate expenses.
Because of the scale of Nexstar, we typically have a presence in the substantial majority of markets with competitive political races. Our primary operating expenses include third-party programming, news programming, production and promotion, sales, digital cost of goods sold and content creation costs, and other administrative and corporate expenses.
This was primarily due to an increase in operating income (excluding non-cash transactions) of $357 million, sources of cash resulting from timing of accounts receivable collections of $108 million, and an increase in distributions from our equity investment in TV Food Network of $10 million.
This was primarily due to an increase in sources of cash from (i) an increase in operating income (excluding non-cash transactions) of $432 million and (ii) a decrease in payments for broadcast rights of $92 million, partially offset by (i) a decrease in distribution from our equity investment in TV Food Network of $116 million, (ii) higher income taxes paid of $85 million and (iii) timing of receipts and payables of $78 million.
In 2022, we received proceeds from the sale of certain real estate properties of $241 million, received a deposit associated with a proposed sale of real estate property of $10 million and recorded cash acquired from The CW acquisition of $29 million, partially offset by capital expenditures of $157 million.
This was primarily due to a decrease in sources of cash from the proceeds received from the sale of certain real estate properties of $241 million and cash acquired from The CW acquisition of $29 million in 2022. In 2023, we spent $38 million in the acquisitions of KUSI-TV and WSNN-LD.
Income from equity method investments, net Income from equity method investments, net was $104 million for the year ended December 31, 2023, compared to $153 million for the same period in 2022, a decrease of $49 million. Our largest equity method investment is TV Food Network in which we own a 31.3% interest.
Distribution from our equity investment in TV Food Network decreased primarily due to a decrease in the investee’s operating cash flow driven by a weaker advertising revenue market. 38 Net cash provided by operating activities decreased by $404 million during the year ended December 31, 2023 compared to the same period in 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 6.85% to 7.85% as of December 31, 2023, which represent (i) the base rate, the SOFR plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.
Biggest changeThe term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 5.88% to 6.88% as of December 31, 2024, which represent (i) the base rate, the SOFR plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.
A decrease in each of SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $42 million (excluding tax effects). Our 5.625% Notes due July 2027 and 4.75% Notes due November 2028 are fixed rate debt obligations and therefore are not exposed to market interest rate changes.
A decrease in each of SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $38 million (excluding tax effects). Our 5.625% Notes due July 2027 and 4.75% Notes due November 2028 are fixed rate debt obligations and therefore are not exposed to market interest rate changes.
As of December 31, 2023, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities. Item 8. Financial Statemen ts and Supplementary Data Our Consolidated Financial Statements are filed with this report.
As of December 31, 2024, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities. Item 8. Financial Statemen ts and Supplementary Data Our Consolidated Financial Statements are filed with this report.
The Consolidated Financial Statements and Supplementary Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure None. 49
The Consolidated Financial Statements and Supplementary Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure None. 47
Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of December 31, 2023, an increase in each of SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $42 million (excluding tax effects).
Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of December 31, 2024, an increase in each of SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $38 million (excluding tax effects).

Other NXST 10-K year-over-year comparisons