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Nexstar Media Group Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 14:50

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-50478

NEXSTAR MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		23-3083125
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

545 E. John Carpenter Freeway, Suite 700, Irving, Texas		75062
(Address of Principal Executive Offices)		(Zip Code)

(972) 373-8800

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

NXST

NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 7, 2024, the registrant had 31,021,938shares of Common Stock outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3

	Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2024 and 2023	4

	Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests for the Three and Nine Months ended September 30, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023	7

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1: Organization and Business Operations	8
	Note 2: Summary of Significant Accounting Policies	8
	Note 3: Acquisitions	12
	Note 4: Intangible Assets and Goodwill	12
	Note 5: Investments	13
	Note 6: Accrued Expenses	14
	Note 7: Debt	15
	Note 8: Retirement and Postretirement Plans	16
	Note 9: Leases	16
	Note 10: Commitments and Contingencies	17
	Note 11: Equity	19
	Note 12: Income Taxes	20
	Note 13: Income Per Share	20
	Note 14: Fair Value Measurements	21
	Note 15: Segment Data	21
	Note 16: Subsequent Events	24

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	34

ITEM 4.	Controls and Procedures	34

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	35

ITEM 1A.	Risk Factors	35

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

ITEM 3.	Defaults Upon Senior Securities	35

ITEM 4.	Mine Safety Disclosures	35

ITEM 5.	Other Information	35

ITEM 6.	Exhibits	36

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share and per share information, unaudited)


	September 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	181			$	135
Restricted cash and cash equivalents		-				12
Accounts receivable, net of allowance for credit losses of $20 and $20, respectively		1,016				1,095
Broadcast rights		132				136
Prepaid expenses and other current assets		92				88
Total current assets		1,421				1,466
Property and equipment, net		1,233				1,269
Goodwill		2,946				2,946
FCC licenses		2,929				2,929
Network affiliation agreements, net		1,541				1,683
Other intangible assets, net		371				441
Investments		869				958
Other noncurrent assets, net		383				386
Total assets(1)	$	11,693			$	12,078
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERSʼ EQUITY
Current liabilities:
Current portion of debt	$	124			$	124
Accounts payable		132				235
Broadcast rights payable		124				136
Accrued expenses		333				350
Other current liabilities		133				116
Total current liabilities		846				961
Debt		6,576				6,713
Deferred tax liabilities		1,494				1,520
Other noncurrent liabilities		536				571
Total liabilities(1)		9,452				9,765
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 2)		37				-
Stockholdersʼ equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of September 30, 2024 and December 31, 2023		-				-
Common stock - $0.01 par value, 100,000,000 shares authorized; 47,282,823 shares issued, 31,476,115 shares outstanding as of September 30, 2024 and 47,282,823 shares issued, 33,600,926 shares outstanding as of December 31, 2023		-				-
Additional paid-in capital		1,292				1,283
Accumulated other comprehensive income		1				1
Retained earnings		3,485				3,188
Treasury stock - at cost; 15,806,708 and 13,681,897 shares as of September 30, 2024 and December 31, 2023, respectively		(2,559	)			(2,173	)
Total Nexstar Media Group, Inc. stockholdersʼ equity		2,219				2,299
Noncontrolling interests		(15	)			14
Total stockholdersʼ equity		2,204				2,313
Total liabilities, redeemable noncontrolling interests and stockholdersʼ equity	$	11,693			$	12,078

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

(1)

The condensed consolidated total assets as of September 30, 2024 and December 31, 2023 include certain assets held by consolidated VIEs of $298million and $300million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of September 30, 2024 and December 31, 2023 include certain liabilities of consolidated VIEs of $144million and $152million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for share and per share information, unaudited)


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2024			2023			2024		2023
Net revenue	$	1,366			$	1,132		$	3,920		$	3,629
Operating expenses:
Direct operating, excluding depreciation and amortization		563				537			1,663			1,613
Selling, general and administrative, excluding depreciation and amortization		278				281			818			808
Depreciation and amortization		190				220			588			731
Total operating expenses		1,031				1,038			3,069			3,152
Income from operations		335				94			851			477
Income from equity method investments, net		17				24			52			82
Interest expense, net		(113	)			(113	)		(340	)		(332	)
Pension and other postretirement plans credit, net		6				9			20			27
Gain on disposal of an investment		-				-			40			-
Other expenses, net		(1	)			-			(1	)		-
Income before income taxes		244				14			622			254
Income tax expense		(64	)			(6	)		(169	)		(83	)
Net income		180				8			453			171
Net loss attributable to noncontrolling interests		7				17			27			61
Net income attributable to Nexstar Media Group, Inc.	$	187			$	25		$	480		$	232

Net income per share available to common stockholders:
Basic	$	5.34			$	0.71		$	14.17		$	6.47
Diluted	$	5.27			$	0.70		$	13.96		$	6.37

Weighted average number of common shares outstanding:
Basic (in thousands)		32,020				34,931			32,759			35,806
Diluted (in thousands)		32,441				35,367			33,248			36,370

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

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

For the Three Months Ended September 30, 2024 and 2023

(in millions, except for share and per share information, unaudited)


												Accumulated
	Redeemable					Additional			Other									Total
	Noncontrolling			Common Stock		Paid-In		Retained	Comprehensive			Treasury Stock			Noncontrolling		Stockholdersʼ
	Interests			Shares		Amount		Capital	Earnings			Income			Shares		Amount	interests			Equity
Balances as of June 30, 2024	$	-			47,282,823		$	-	$	1,281			$	3,369		$	1		(14,797,318	)		$	(2,384	)	$	13		$	2,280
Purchase of treasury stock		-			-			-		-				-			-		(1,061,852	)			(179	)		-			(179	)
Stock-based compensation expense		-			-			-		19				-			-		-				-			-			19
Vesting of restricted stock units and exercise of stock options		-			-			-		(8	)			-			-		52,462				4			-			(4	)
Dividends declared on common stock ($1.69 per share)		-			-			-		-				(55	)		-		-				-			-			(55	)
Adjustment to redeemable noncontrolling interests (Note 2)		27			-			-		-				-			-		-				-			(27	)		(27	)
Accretion of redeemable noncontrolling interests (Notes 2 and 13)		16			-			-		-				(16	)		-		-				-			-			(16	)
Net income (loss)		(6	)		-			-		-				187			-		-				-			(1	)		186
Balances as of September 30, 2024	$	37			47,282,823		$	-	$	1,292			$	3,485		$	1		(15,806,708	)		$	(2,559	)	$	(15	)	$	2,204

Balances as of June 30, 2023	$	-			47,282,823		$	-	$	1,263			$	3,142		$	27		(11,901,423	)		$	(1,889	)	$	20		$	2,563
Purchase of treasury stock		-			-			-		-				-			-		(1,274,852	)			(200	)		-			(200	)
Stock-based compensation expense		-			-			-		16				-			-		-				-			-			16
Vesting of restricted stock units and exercise of stock options		-			-			-		(10	)			-			-		87,712				5			-			(5	)
Dividends declared on common stock ($1.35 per share)		-			-			-		-				(47	)		-		-				-			-			(47	)
Contribution from noncontrolling interests		-			-			-		-				-			-		-				-			11			11
Net income (loss)		-			-			-		-				25			-		-				-			(17	)		8
Balances as of September 30, 2023	$	-			47,282,823		$	-	$	1,269			$	3,120		$	27		(13,088,563	)		$	(2,084	)	$	14		$	2,346

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

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

For the Nine Months Ended September 30, 2024 and 2023

(in millions, except for share and per share information, unaudited)


												Accumulated
	Redeemable					Additional			Other									Total
	Noncontrolling			Common Stock		Paid-In		Retained	Comprehensive			Treasury Stock			Noncontrolling		Stockholdersʼ
	Interests			Shares		Amount		Capital	Earnings			Income			Shares		Amount	interests			Equity
Balances as of December 31, 2023	$	-			47,282,823		$	-	$	1,283			$	3,188		$	1		(13,681,897	)		$	(2,173	)	$	14		$	2,313
Purchase of treasury stock		-			-			-		-				-			-		(2,576,330	)			(427	)		-			(427	)
Stock-based compensation expense		-			-			-		57				-			-		-				-			-			57
Vesting of restricted stock units and exercise of stock options		-			-			-		(48	)			-			-		451,519				41			-			(7	)
Dividends declared on common stock ($5.07 per share)		-			-			-		-				(167	)		-		-				-			-			(167	)
Adjustment to redeemable noncontrolling interests (Note 2)		27			-			-		-				-			-		-				-			(27	)		(27	)
Contribution from noncontrolling interests		-			-			-		-				-			-		-				-			19			19
Accretion of redeemable noncontrolling interests (Notes 2 and 13)		16			-			-		-				(16	)		-		-				-			-			(16	)
Net income (loss)		(6	)		-			-		-				480			-		-				-			(21	)		459
Balances as of September 30, 2024	$	37			47,282,823		$	-	$	1,292			$	3,485		$	1		(15,806,708	)		$	(2,559	)	$	(15	)	$	2,204

Balances as of December 31, 2022	$	-			47,282,823		$	-	$	1,288			$	3,033		$	27		(10,472,637	)		$	(1,607	)	$	28		$	2,769
Purchase of treasury stock		-			-			-		-				-			-		(3,152,635	)			(518	)		-			(518	)
Stock-based compensation expense		-			-			-		44				-			-		-				-			-			44
Vesting of restricted stock units and exercise of stock options		-			-			-		(63	)			-			-		536,709				41			-			(22	)
Dividends declared on common stock ($4.05 per share)		-			-			-		-				(145	)		-		-				-			-			(145	)
Contribution from noncontrolling interests		-			-			-		-				-			-		-				-			47			47
Net income (loss)		-			-			-		-				232			-		-				-			(61	)		171
Balances as of September 30, 2023	$	-			47,282,823		$	-	$	1,269			$	3,120		$	27		(13,088,563	)		$	(2,084	)	$	14		$	2,346

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

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net income	$	453			$	171
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		588				731
Stock-based compensation expense		57				44
Amortization of debt financing costs, debt discounts and premium		9				8
Gain on disposal of an investment		(40	)			-
Deferred income taxes		(26	)			(37	)
Payments for broadcast rights		(240	)			(322	)
Income from equity method investments, net		(52	)			(82	)
Distribution from equity method investments - return on capital		143				259
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		80				191
Prepaid and other current assets		(10	)			(6	)
Other noncurrent assets		(7	)			(21	)
Accounts payable		(99	)			(54	)
Accrued expenses and other current liabilities		-				(3	)
Income tax payable		6				(25	)
Other noncurrent liabilities		(30	)			(36	)
Other		7				(1	)
Net cash provided by operating activities		839				817
Cash flows from investing activities:
Purchases of property and equipment		(110	)			(113	)
Payments for acquisitions		-				(38	)
Deposits received associated with a proposed sale of a real estate asset		-				10
Proceeds from disposal of an investment		40				-
Other investing activities, net		2				4
Net cash used in investing activities		(68	)			(137	)
Cash flows from financing activities:
Proceeds from debt issuance, net of debt discounts		55				-
Repayments of long-term debt		(201	)			(93	)
Purchase of treasury stock		(423	)			(509	)
Common stock dividends paid		(167	)			(145	)
Payments for capitalized software obligations		(13	)			(14	)
Contribution from noncontrolling interests		19				47
Cash paid for shares withheld for taxes		(8	)			(24	)
Other financing activities, net		1				2
Net cash used in financing activities		(737	)			(736	)
Net increase (decrease) in cash, cash equivalents and restricted cash		34				(56	)
Cash, cash equivalents and restricted cash at beginning of period		147				220
Cash, cash equivalents and restricted cash at end of period	$	181			$	164
Supplemental information:
Interest paid	$	344			$	335
Income taxes paid, net of refunds	$	187			$	142

Non-cash investing and financing activities:
Accrued and noncash purchases of property and equipment	$	20			$	37
Right-of-use assets obtained in exchange for operating lease obligations	$	28			$	26

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

NEXSTAR MEDIA GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Organization and Business Operations

As used in this Quarterly Report on Form 10-Q, "Nexstar" refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly-owned and majority-owned subsidiaries; the "Company" refers to Nexstar and the variable interest entities ("VIEs") required to be consolidated in our financial statements under authoritative guidance related to the consolidation of VIEs; and all references to "we," "our," "ours," and "us" refer to Nexstar.

Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States. As of September 30, 2024, we owned, operated, programmed or provided sales and other services to 200full power television stations and oneAM radio station, including those television stations owned by VIEs, in 116markets in 40states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks. As of September 30, 2024, Nexstar's stations reached approximately 39% of all U.S. television households (after applying the Federal Communications Commission's ("FCC") ultra-high frequency discount). Through various local service agreements, we provided sales, programming, and other services to 35television stations owned by consolidated VIEs and twotelevision stations owned by unconsolidated VIEs. Nexstar also owns a 75.0% ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S. ("The CW"), NewsNation, a national cable news network, twodigital multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in Television Food Network, G.P. ("TV Food Network"). Our digital assets include 138local websites, 121mobile applications, 91weather applications and 17lifestyle and sports applications across local stations, NewsNation and The Hill. The portfolio also includes sevenconnected television applications and threefree ad-supported television channels from The CW and The Hill.

Note 2: Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (see "Variable Interest Entities" section below). All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.

Interim Financial Statements

The Condensed Consolidated Financial Statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for credit losses, valuation of assets acquired and liabilities assumed in business combinations, accretion of redeemable noncontrolling interests, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. As of September 30, 2024, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company's consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company's Condensed Consolidated Financial Statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar's Annual Report on Form 10-K for the year ended December 31, 2023. The balance sheet as of December 31, 2023has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Variable Interest Entities

Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (i) a time brokerage agreement ("TBA") or a local marketing agreement ("LMA") which allows Nexstar to program most of a station's broadcast time, sell the station's advertising time and retain the advertising revenue generated in exchange for monthly payments, frequently based on the station's monthly operating expenses, (ii) a shared services agreement ("SSA") which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar's right to receive certain payments as described in the SSA, or (iii) a joint sales agreement ("JSA") which permits Nexstar to sell certain of a station's advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar's (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.'s ("Mission") senior secured credit facility (see Note 7), (iii) Nexstar having power over significant activities affecting these VIEs' economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of these VIEs' stations, subject to FCC consent.

The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2024 with its consolidated VIEs:


Owner	Service Agreements	Full Power Stations
Mission	TBA	WFXP, KHMT and KFQX
	SSA & JSA	KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB
	LMA	WNAC and WPIX
White Knight Broadcasting ("White Knight")	SSA & JSA	WVLA and KFXK
Vaughan Media, LLC ("Vaughan")	SSA & JSA	WBDT, WYTV and KTKA
	LMA	KNVA

Nexstar's ability to receive cash from the consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs' available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs' available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations.

The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in millions):


	September 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	6		$	6
Accounts receivable, net		27			17
Prepaid expenses and other current assets		5			5
Total current assets		38			28
Property and equipment, net		54			58
Goodwill		151			151
FCC licenses		200			200
Network affiliation agreements, net		62			68
Other noncurrent assets, net		63			67
Total assets	$	568		$	572

Current liabilities:
Current portion of debt	$	3		$	2
Other current liabilities		39			38
Total current liabilities		42			40
Debt		348			350
Deferred tax liabilities		35			36
Other noncurrent liabilities		72			78
Total liabilities	$	497		$	504

The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions):


	September 30, 2024		December 31, 2023
Current assets	$	4		$	3
Property and equipment, net		10			11
Goodwill		62			62
FCC licenses		200			200
Network affiliation agreements, net		20			22
Other noncurrent assets, net		2			2
Total assets	$	298		$	300

Current liabilities	$	37		$	38
Noncurrent liabilities		107			114
Total liabilities	$	144		$	152

Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation ("Cunningham") which continues through December 31, 2025. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

In January 2024, we entered into a multi-year TBA with KAZT, L.L.C., the owner of television station KAZT-TV in Phoenix, Arizona, and acquired the station's non-license assets for a nominal cash payment. We were also granted an option to purchase the station from KAZT, L.L.C., subject to FCC consent. On February 1, 2024, KAZT-TV became an affiliate of The CW.

Nexstar has determined that it has variable interests in WYZZ and KAZT-TV. Nexstar has also evaluated its arrangements with Cunningham and KAZT, L.L.C. and has determined that it is not the primary beneficiary of the variable interests because it does not have the ultimate power to direct the activities that most significantly impact the stations' economic performance. Therefore, Nexstar has not consolidated WYZZ and KAZT-TV under authoritative guidance related to the consolidation of VIEs. There were no significant transactions arising from Nexstar's outsourcing agreement with Cunningham or TBA with KAZT, L.L.C. Neither Cunningham nor KAZT, L.L.C. guarantees Nexstar's debt.

Redeemable Noncontrolling Interests

On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW. Pursuant to the operating agreement governing The CW, Nexstar has a call right to acquire the noncontrolling ownership interests in The CW beginning in August 2024 and each noncontrolling owner has a put right to sell its ownership interest in The CW to Nexstar beginning in June 2026, subject to Nexstar's one year deferral right, for cash. The amount at which the noncontrolling interests can be redeemed under either the call right or the put rights is the greater of the capital contributed by the minority owners or a multiple of The CW's earnings.

Redeemable noncontrolling interests are presented as mezzanine equity (outside of liability and stockholders' equity) in the accompanying Condensed Consolidated Balance Sheets as their redemption is outside of our control. We accrete the changes in the redemption value of redeemable noncontrolling interests over the period from issuance to the earliest redemption date using the effective interest method. The accretion is recognized as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital. The balance of redeemable noncontrolling interests is measured at the greater of accreted redemption value at the end of each reporting period or the carrying value adjusted for the noncontrolling interests' contributions and share in income and losses.

During the third quarter of 2024, Nexstar recorded an adjustment to establish a $27million carrying amount of noncontrolling interests to redeemable noncontrolling interests and reduced retained earnings by $16million to accrete redeemable noncontrolling interests. The noncontrolling interests were previously accounted for as a component of stockholders' equity when it should have been mezzanine equity since acquisition of The CW as described above. See the accompanying Condensed Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interests for additional information. The inclusion of accretion in the calculation of earnings per share and the impact of out-of-period accretion adjustment to earnings per share are disclosed in Note 13.

We evaluated the impact of the out-of-period adjustment under the SEC Staff Accounting Bulletin No. 99, "Materiality", ("SAB 99") and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," ("SAB 108") from both quantitative and qualitative perspectives and determined that it was not material to the previously reported annual and interim financial statements for the years ended December 31, 2023 and 2022 and is not expected to be material to the current annual consolidated financial statements for the year ended December 31, 2024.

Income Per Share

Net income attributable to Nexstar Media Group, Inc. less accretion of redeemable noncontrolling interests equal to net income available to Nexstar's common stockholders. Basic income per share is computed by dividing the net income available to Nexstar's common stockholders by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. See Note 13for additional information.

Recent Accounting Pronouncements

New Accounting Standards Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses for all public entities. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this ASU and its impact on our disclosures within the financial statements.

New Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 applies to all entities that are subject to Topic 740, Income Taxes and is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impacts ASU 2023-09 may have on its Consolidated Financial Statements.

Note 3: Acquisitions

On July 20, 2023, Nexstar acquired certain assets of WSNN-LD, a MyNetworkTV affiliated low power television station serving the Tampa, Florida market, from Citadel Communications, LLC. On August 31, 2023, Nexstar acquired certain assets of KUSI-TV, an independent full power television station serving the San Diego, CA market, from McKinnon Broadcasting Company and Channel 51 of San Diego, Inc. The total purchase price of these acquisitions was $38million, including working capital adjustments. The acquired assets and assumed liabilities were recorded at fair value as of the closing dates of the transactions and consisted primarily of $13million in property and equipment and $19million in FCC licenses.

Note 4: Intangible Assets and Goodwill

The Company's definite-lived intangible assets consisted of the following (dollars in millions):


	Estimated	September 30, 2024		December 31, 2023
	useful life,			Accumulated						Accumulated
	in years	Gross		Amortization			Net		Gross	Amortization		Net
Network affiliation agreements	15	$	3,125		$	(1,584	)	$	1,541	$	3,125		$	(1,442	)	$	1,683
Other definite-lived intangible assets	1-20		1,106			(735	)		371		1,093			(652	)		441
Definite-lived intangible assets		$	4,231		$	(2,319	)	$	1,912	$	4,218		$	(2,094	)	$	2,124

The following table presents the Company's estimate of amortization expense for the remainder of 2024, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2024 (in millions):


Remainder of 2024	$	73
2025		287
2026		267
2027		253
2028		237
2029		222
Thereafter		573
	$	1,912

The amounts recorded to goodwill and FCC licenses were as follows (in millions):


	Goodwill		FCC Licenses
			Accumulated						Accumulated
	Gross		Impairment			Net		Gross	Impairment		Net
Balances as of December 31, 2023	$	3,145		$	(199	)	$	2,946	$	2,977		$	(48	)	$	2,929
Balances as of September 30, 2024	$	3,145		$	(199	)	$	2,946	$	2,977		$	(48	)	$	2,929

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the three and nine months ended September 30, 2024, the Company did not identify events that would trigger impairment assessments.

Note 5: Investments

Investments in the Company's Condensed Consolidated Balance Sheets consisted of the following (in millions):


	September 30, 2024		December 31, 2023
Equity method investments	$	865		$	953
Other equity investments		4			5
Total investments	$	869		$	958

Equity Method Investments

During the three and nine months ended September 30, 2024 and 2023, the Company received cash distributions from its equity method investments, primarily from its investment in TV Food Network, as discussed below.

During the three and nine months ended September 30, 2024 and 2023, the income from equity method investments, net reported in the Company's unaudited Condensed Consolidated Statements of Operations consisted of the following (in millions):


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			2024		2023
Income from equity method investments, net, before amortization of basis difference	$	35			$	42		$	105		$	135
Amortization of basis difference		(18	)			(18	)		(53	)		(53	)
Income from equity method investments, net	$	17			$	24		$	52		$	82

At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the "basis difference") of the investees' tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, "Business Combinations." Additionally, the Company measured its estimated share of the basis difference attributable to investees' goodwill. The Company amortizes its share of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and records the amortization (the "amortization of basis difference") as a reduction of income from equity method investments, net in the accompanying Condensed Consolidated Statements of Operations. The Company's share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below).

Distributions received from investments are classified in the Condensed Consolidated Statements of Cash Flows based on the nature of the investee activities that generated the distribution. Returns on capital distributions are presented as cash flow from operating activities whereas returns of capital distributions are presented as cash flow from investing activities.

Investment in TV Food Network

Nexstar acquired its 31.3% equity investment in TV Food Network through its acquisition of Tribune Media Company ("Tribune") on September 19, 2019. Nexstar's partner in TV Food Network is Warner Bros. Discovery, Inc. ("WBD"), which owns a 68.7% interest in TV Food Network and operates the network on behalf of the partnership.

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

The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2024. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

Nexstar's investment in TV Food Network had a book value of $848million and $936million as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, Nexstar had a remaining share in amortizable basis difference of $345million and $397million, respectively, related to its investment in TV Food Network. The remaining amortizable basis difference as of September 30, 2024 had a remaining useful life of approximately 5 years. As of September 30, 2024, Nexstar's share in the basis difference related to the TV Food Network's goodwill was $500million (no change in 2024).

Nexstar had the following transactions related to its investment in TV Food Network during the three and nine months ended September 30, 2024 and 2023, respectively (in millions):


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			2024		2023
Cash distributions received	$	5			$	8		$	143		$	259
Recognized share in TV Food Networkʼs net income		36				43			107			136
Recorded amortization of basis difference (expense)		(17	)			(17	)		(52	)		(52	)

Summarized financial information for TV Food Network is as follows (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2023			2024		2023
Net revenue	$	254		$	272		$	757	$	853
Costs and expenses		137			137			412		427
Income from operations		117			135			345		426
Net income		114			136			342		434
Net income attributable to Nexstar Media Group, Inc.		36			43			107		136

Other Equity Investments

In February 2024, Nexstar received $40million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with Broadcast Music Inc.'s ("BMI") sale to New Mountain Capital.

Note 6: Accrued Expenses

Accrued expenses consisted of the following (in millions):


	September 30, 2024		December 31, 2023
Compensation and related taxes	$	92		$	113
Interest payable		43			55
Network affiliation fees		95			85
Other		103			97
	$	333		$	350

Note 7: Debt

Long-term debt consisted of the following (dollars in millions):


	September 30, 2024			December 31, 2023
Nexstar
Term Loan A, due June 2027	$	2,152			$	2,243
Term Loan B, due September 2026		1,507				1,561
5.625% Notes, due July 2027		1,714				1,714
4.75% Notes, due November 2028		1,000				1,000
Mission
Term Loan B, due June 2028		291				292
Revolving loans, due June 2027		62				62
Total outstanding principal		6,726				6,872
Less: unamortized financing costs and discount - Nexstar Term Loan A, due June 2027		(5	)			(6	)
Less: unamortized financing costs and discount - Nexstar Term Loan B, due September 2026		(17	)			(24	)
Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes, due July 2027		3				3
Less: unamortized financing costs and discount - Nexstar 4.75% Notes, due November 2028		(5	)			(6	)
Less: unamortized financing costs and discount - Mission Term Loan B, due June 2028		(2	)			(2	)
Total outstanding debt		6,700				6,837
Less: current portion		(124	)			(124	)
Long-term debt, net of current portion	$	6,576			$	6,713

Nexstar's outstanding term loans are governed by Nexstar's credit agreement and Mission's outstanding term loans and revolving loans are governed by Mission's credit agreement. Each credit agreement is also herein referred to as a senior secured credit facility. Nexstar's senior unsecured notes are governed by the indentures.

2024 Activities

During the nine months ended September 30, 2024, the Company repaid scheduled principal maturities of $92million and prepaid $54million of Term Loan B, funded by cash on hand. Also, Nexstar borrowed $55million under its revolving credit facility for working capital purposes, which it repaid in full during the same period.

Unused Commitments and Borrowing Availability

Nexstar and Mission had $532million (net of outstanding standby letters of credit of $18million) and $14million, respectively, of unused revolving loan commitments under their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of September 30, 2024. The Company's ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of September 30, 2024, the Company was in compliance with its financial covenants.

Collateralization and Guarantees of Debt

The Company's senior secured credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission's default. Mission is a guarantor of Nexstar's senior secured credit facility, Nexstar's 5.625% Notes, due July 2027 and Nexstar's 4.75% Notes, due November 2028.

In consideration of Nexstar's guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2024 and 2033, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

Debt Covenants

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2024, Nexstar was in compliance with its financial covenants.

Note 8: Retirement and Postretirement Plans

Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. All of these retirement plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations.

Nexstar also has various other postretirement benefit plans ("OPEB"), including 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. The periodic benefit cost (credit) related to OPEB is not significant.

The following tables provide the components of net periodic benefit cost (credit) for Nexstar's pension benefit plans (in millions):


	Pension Benefit Plans
	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			2024		2023
Service cost	$	-			$	-		$	1		$	1
Interest cost		20				21			58			62
Expected return on plan assets		(25	)			(28	)		(75	)		(84	)
Amortization of net gain		(1	)			(2	)		(4	)		(6	)
Net periodic benefit credit	$	(6	)		$	(9	)	$	(20	)	$	(27	)

During the three and nine months ended September 30, 2024, there were nosignificant contributions to qualified pension benefit plans. Nexstar also anticipates nominal required contributions during the remainder of 2024.

Note 9: Leases

The Company as a Lessee

The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and equipment. The operating leases have remaining lease terms of one monthto 90 years, some of which may include options to extend the leases from two yearsto 99 years, and some of which may include options to terminate the leases within one year. Lease contracts that the Company has executed but which have not yet commenced as of September 30, 2024 were not material.

Supplemental balance sheet information related to operating leases was as follows (in millions, except lease term and discount rate):


	Balance Sheet Classification		September 30, 2024		December 31, 2023
Operating lease right-of-use assets, net	Other noncurrent assets, net		$	278		$	290
Current operating lease liabilities	Other current liabilities		$	41		$	47
Noncurrent operating lease liabilities	Other noncurrent liabilities		$	248		$	246

Weighted Average Remaining Lease Term of Operating leases	8 years			8 years
Weighted Average Discount Rate of Operating leases		4.9	%		5.0	%

Operating lease expense for the three months ended September 30, 2024 was $16million, of which $7million and $9million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the three months ended September 30, 2023 was $16million, of which $7million and $9million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.

Operating lease expense for the nine months ended September 30, 2024 was $50million, of which $22million and $28million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the nine months ended September 30, 2023 was $49million, of which $21million and $28million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.

Cash paid for operating leases included in the operating cash flows was $48million for each of the nine months ended September 30, 2024 and 2023.

Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows (in millions):


	Operating Leases
Remainder of 2024	$	15
2025		50
2026		42
2027		41
2028		37
2029		36
Thereafter		139
Total future minimum lease payments		360
Less: imputed interest		(71	)
Total	$	289

Note 10: Commitments and Contingencies

Guarantee of Mission Debt

Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts. As of September 30, 2024, Mission had a maximum commitment of $366million under its amended credit agreement, of which $352million principal balance of debt was outstanding.

Indemnification Obligations

In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.

Litigation

From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations.

Local TV Advertising Antitrust Litigation-On March 16, 2018, a group of companies including Nexstar and Tribune (the "Defendants") received a Civil Investigative Demand from the Antitrust Division of the Department of Justice ("DOJ") regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some local markets in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the "consent decree") with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same market except in certain cases, and to implement certain antitrust compliance measures and monitor and report on compliance with the consent decree.

Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation,No. 1:18-cv-06785 ("MDL Litigation"). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs' lead and liaison counsel.

The MDL Litigation is ongoing. The Plaintiffs' Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. The Court denied that motion on November 6, 2020. On March 16, 2022, the Plaintiffs filed their Third Amended Complaint. The Third Amended Complaint adds two additional plaintiffs and an additional defendant, but does not make material changes to the allegations.

The parties are in the discovery phase of litigation. The Court has not yet set a trial date. Nexstar and Tribune deny all allegations against them and will defend their advertising practices.

Tribune Related Contingencies

In connection with Nexstar's acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

Chicago Cubs Transactions-On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) ("CEV LLC"), and its subsidiaries (collectively, "New Cubs LLC"), among other parties, entered into an agreement (the "Cubs Formation Agreement") governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the "Chicago Cubs Transactions") closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) ("NEH") owned 95% and Tribune owned 5% of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code and related regulations.

On June 28, 2016, the Internal Revenue Service ("IRS") issued Tribune a Notice of Deficiency which presented the IRS's position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune's 2009 taxable income. Accordingly, the IRS proposed a $182million tax and a $73million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS's determination. After-tax interest on the aforementioned proposed tax and penalty through September 30, 2024 would be approximately $221million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company's guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune's 2014 and 2015 federal income tax audits (described below).

On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar's merger with Tribune. Nexstar disagrees with the IRS's position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS's calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $225million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $154million of tax payments prior to its merger with Nexstar.

A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals.

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune's structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the second half of 2024.

As of September 30, 2024, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company's accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

Revenue Agent's Report on Tribune's 2014 to 2015 Federal Income Tax Audits-Prior to Nexstar's merger with Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent's Report which disallows the reporting of certain assets and liabilities related to Tribune's emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar disagrees with the IRS's proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures. 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 $17million increase in its federal and state taxes payable and a $69million increase in deferred income tax liability as of September 30, 2024. In accordance with ASC Topic 740, the Company has reflected $11million for certain contested issues in its liability for uncertain tax positions at September 30, 2024 and December 31, 2023.

Regulatory Matters

On March 21, 2024, the FCC issued a Notice of Apparent Liability for Forfeiture ("NAL") to Nexstar and to Mission, a consolidated VIE, for alleged violations of the Communications Act and FCC rules relating to Mission television station WPIX, New York, New York. The NAL alleges that Nexstar and Mission engaged in an unauthorized transfer of control of WPIX and that Nexstar violated the national television ownership limit by acquiring undisclosed attributable interests in the station. The NAL proposes forfeitures to Nexstar and Mission for the alleged violations and additionally requires that within 12 months of a forfeiture order or payment of the forfeitures, either (i) Mission divest WPIX to an "unrelated third party" or (ii) Mission sell WPIX to Nexstar, with Nexstar divesting a sufficient number of other stations to reduce its national reach below the FCC national ownership limit. Nexstar and Mission have filed responses vigorously disputing the NAL. Nexstar is unable to reasonably estimate the possible financial statement impact, if any, relating to the NAL.

WADL-TV

On May 22, 2024, Mission terminated its proposed acquisition of WADL-TV serving the Detroit, Michigan market from Adell Broadcasting Corporation. There were no fees that resulted from the termination.

Note 11: Equity

As of December 31, 2023, the remaining available amount under the prior share repurchase authorization was $652million. On July 26, 2024, Nexstar's board of directors announced the increase of its share repurchase authorization by $1.5billion. During the nine months ended September 30, 2024, Nexstar repurchased a total of 2,576,330shares of its common stock for $423million, funded by cash on hand. As of September 30, 2024, the remaining available amount under the share repurchase authorization was $1.7billion.

Share repurchases are executed from time to time in open market transactions, block trades or private transactions, including through Rule 10b5-1 plans. There is no minimum number of shares that Nexstar is required to repurchase. The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice.

On January 26, 2024, Nexstar's board of directors approved a 25% increase in its quarterly cash dividend to $1.69per share of outstanding common stock beginning with the first quarter of 2024.

Note 12: Income Taxes

Income tax expense was $64million for the three months ended September 30, 2024 compared to $6million for the same period in 2023. The effective tax rates were 26.2% and 42.9% for each of the respective periods.

For the three months ended September 30, 2024, other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 32.7% decrease to the effective tax rate. State taxes were impacted by decreased permanent differences resulting in a 3.8% decrease to the effective rate. This was partially offset by changes in the valuation allowance which resulted in a 9.2% increase to the effective tax rate. A decrease in the excess benefit from stock option exercises and restricted stock unit vesting in 2024compared to 2023 resulted in a 3.5% increase in the rate. The effective rate for the three months ended September 30, 2024 is normalized compared to the same period in 2023 which reflected a significantly lower pre-tax net income. The rate changes discussed reflect that normalization impact.

Income tax expense was $169million for the nine months ended September 30, 2024 compared to $83million for the same period in 2023. The effective tax rates were 27.2% and 32.7% for each of the respective periods.

For the nine months ended September 30, 2024, changes in the valuation allowance resulted in a 3.4% decrease to the effective tax rate. Other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 3.6% decrease to the effective tax rate. This is partially offset by a decrease in the excess benefit from stock option exercises and restricted stock unit vesting in 2024compared to 2023 which resulted in a 1.4% increase in the rate.

The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods.

Note 13: Income Per Share

Income per share (basic and diluted) available to common stockholders are presented below (dollars in millions, except per share amounts, and shares in thousands):


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			2024		2023
Net income attributable to Nexstar Media Group, Inc.	$	187			$	25		$	480		$	232
Accretion of redeemable noncontrolling interests(1)		(16	)			-			(16	)		-
Net income available to common stockholders	$	171			$	25		$	464		$	232

Weighted average shares outstanding - basic		32,020				34,931			32,759			35,806
Dilutive effect of equity incentive plan instruments		421				436			489			564
Weighted average shares outstanding - diluted		32,441				35,367			33,248			36,370

Net income per share available to common stockholders - basic	$	5.34			$	0.71		$	14.17		$	6.47
Net income per share available to common stockholders - diluted	$	5.27			$	0.70		$	13.96		$	6.37

(1)

As discussed in Note 2, we adjusted our accounting for redeemable noncontrolling interests. The accretion for the three months ended September 30, 2024 included out-of-period adjustment of $12million which reduced the basic and diluted earnings per share by $0.39and $0.38, respectively. The accretion for the nine months ended September 30, 2024 included out-of-period adjustment of $7million which reduced each of basic and diluted earnings per share by $0.20.

During the three and nine months ended September 30, 2024, weighted average restricted stock units of zeroand 26,000, respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive.

During the three and nine months ended September 30, 2023, weighted average restricted stock units of 103,000and 68,000, respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive.

Note 14: Fair Value Measurements

The Company measures and records in its Condensed Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820, "Fair Value Measurement and Disclosures," establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). This hierarchy consists of the following three levels:

•

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

•

Level 2 - Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; and valuation models whose inputs are observable or unobservable but corroborated by market data.

•

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

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

The estimated fair values and carrying amounts of the Company's long-term debt that are not measured at fair value on a recurring basis were as follows (dollars in millions):


	September 30, 2024		December 31, 2023
	Carrying		Fair			Carrying		Fair
	Amount		Value			Amount		Value
Nexstar
Term Loan A, due June 2027(1)	$	2,147		$	2,144		$	2,237	$	2,217
Term Loan B, due September 2026(1)		1,490			1,506			1,537		1,545
5.625% Notes, due July 2027(2)		1,717			1,686			1,717		1,654
4.75% Notes, due November 2028(2)		995			953			994		915
Mission
Term Loan B, due June 2028(1)		289			289			290		288
Revolving loans due June 2027(1)		62			61			62		60

(1)

The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market.

(2)

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

During the three and nine months ended September 30, 2024, there were no events or changes in circumstance that triggered an impairment to the Company's significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill.

Note 15: Segment Data

The Company's reportable broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) twoowned and operated digital multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The other activities of the Company include (i) The CW, (ii) digital businesses focused on the national marketplace, (iii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iv) corporate functions, and (v) eliminations.

The Company evaluates the performance of its operating segments based on net revenue and segment profit (loss). Segment profit (loss) includes net revenue, direct operating expenses and selling and general and administrative expenses (excluding corporate). Segment profit (loss) excludes depreciation and amortization (other than amortization of broadcast rights), any nonrecurring transaction and restructuring expenses, reimbursement from the FCC related to station repack, impairment charges, gain on disposal of assets and business divestitures and non-operating income statement items.

In 2024, the Company's segment disclosures were updated to reflect the following changes (accordingly, the comparative prior years data were recast to conform to the current year presentation):

•

Beginning in the first quarter of 2024, The CW's operating results and assets are included in the "Other" segment because they did not meet the threshold for separate segment disclosure. Additionally, The CW's segment loss is now reported at its full consolidated financial results in accordance with Nexstar's current internal financial reporting. Prior to this change, The CW reported its operating performance in past segment footnote disclosures at amounts reflecting Nexstar's ownership interest. These changes were reflected in the current presentation of the "Other" segment in the tables below.

•

Beginning in the third quarter of 2024, the Broadcast segment profit included amortization of broadcast rights and excluded payments for broadcast rights to conform with current internal financial reporting. Previously, Broadcast reported a profit measure that included payments for broadcast rights and excluded amortization of broadcast rights.

Segment financial information is included in the following tables for the periods presented (in millions):


	Three Months Ended September 30,			Nine Months Ended September 30,
Net revenue	2024			2023			2024		2023
Broadcast	$	1,296			$	1,056		$	3,723		$	3,379
Other		82				80			229			257
Corporate (unallocated)(1)		(12	)			(4	)		(32	)		(7	)
Total net revenue	$	1,366			$	1,132		$	3,920		$	3,629


	Three Months Ended September 30,			Nine Months Ended September 30,
Operating income (loss)	2024			2023			2024		2023
Broadcast segment profit	$	528			$	328		$	1,457		$	1,197
Other segment loss		(22	)			(58	)		(90	)		(207	)
Corporate (unallocated)		(50	)			(49	)		(154	)		(141	)
Depreciation and amortization expense(2)		(121	)			(122	)		(363	)		(364	)
Miscellaneous, net		-				(5	)		1			(8	)
Income from operations	$	335			$	94		$	851		$	477


Assets	September 30, 2024		December 31, 2023
Broadcast(3)	$	10,786		$	11,203
Other		386			429
Corporate (unallocated)		521			446
	$	11,693		$	12,078


Goodwill	September 30, 2024		December 31, 2023
Broadcast	$	2,877		$	2,877
Other		69			69
	$	2,946		$	2,946

(1)

Includes elimination of intersegment revenues. During the three and nine months ended September 30, 2024, the Other segment generated $12million and $34million in revenues, respectively, for services provided to the Broadcast segment. During the three and nine months ended September 30, 2023, the Other segment generated $5million and $10million in revenues, respectively, for services provided to the Broadcast segment.

(2)

Excludes amortization of broadcast rights expense of $70million and $98 million for the three months ended September 30, 2024 and 2023, respectively, and $226million and $367 million for the nine months ended September 30, 2024 and 2023, respectively, which are included in Broadcast segment profit and Other segment loss.

(3)

While the Company's investment in TV Food Network ($848million at September 30, 2024 and $936million at December 31, 2023) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company's disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5.

The following tables present the disaggregation of the Company's revenue under ASC 606 for the periods presented (in millions):


Three Months Ended September 30, 2024	Broadcast		Other			Corporate & Eliminations (unallocated)		Consolidated
Distribution	$	705		$	27		$	(13	)	$	719
Advertising		580			42			-			622
Other		11			13			1			25
Total net revenue	$	1,296		$	82		$	(12	)	$	1,366


Nine Months Ended September 30, 2024	Broadcast		Other			Corporate & Eliminations (unallocated)		Consolidated
Distribution	$	2,171		$	78		$	(34	)	$	2,215
Advertising		1,522			134			-			1,656
Other		30			17			2			49
Total net revenue	$	3,723		$	229		$	(32	)	$	3,920


Three Months Ended September 30, 2023	Broadcast		Other			Corporate & Eliminations (unallocated)		Consolidated
Distribution	$	586		$	17		$	(5	)	$	598
Advertising		459			50			-			509
Other		11			13			1			25
Total net revenue	$	1,056		$	80		$	(4	)	$	1,132


Nine Months Ended September 30, 2023	Broadcast		Other			Corporate & Eliminations (unallocated)		Consolidated
Distribution	$	1,984		$	48		$	(9	)	$	2,023
Advertising		1,364			171			-			1,535
Other		31			38			2			71
Total net revenue	$	3,379		$	257		$	(7	)	$	3,629

Our primary sources of revenue include: (i) distribution, comprised primarily of retransmission revenue, carriage fees, affiliation fees and spectrum leasing revenue and (ii) advertising, comprised of non-political and political advertising.

Distribution revenue, our largest category of revenue, primarily results from compensation from cable, satellite and other multichannel video distributors ("MVPDs") and online video distributors, or virtual multichannel video distributors, ("vMVPDs") in return for our consent to the retransmission of the signals of our television stations and the carriage of NewsNation, typically based on the number of subscribers the MVPDs and vMVPDs have. We also generate distribution revenues from affiliation fees paid by affiliates of The CW and from programmers who lease the use of our spectrum in selected local markets to air their content on our multicast streams. Distribution revenue is recognized at the point in time the broadcast signal or cable network feed is delivered to the distributors in the case of retransmission and carriage fee revenue or, in the case of affiliation fees and spectrum leasing revenue, as network programming and spectrum capacity are delivered to our affiliates and customers.

Advertising revenue primarily results from the sale to local, regional and national businesses, political candidates and other political advertisers of commercial airtime by our stations and networks and the sale of advertising on our owned or third-party websites, and through mobile and OTT applications and other digital advertising solutions. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. Advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games. Advertising revenue is recognized at the time the advertisement airs or is delivered on our websites or mobile or OTT applications or the advertising solution is delivered.

During the three and nine months ended September 30, 2024, revenues for twoof the Company's customers exceeded 10% of the Company's consolidated net revenues. The first customer represented approximately 11% and 12% of the Company's consolidated net revenues during each of the three and nine months ended September 30, 2024, respectively, and the second customer represented approximately 12% and 13% of the Company's consolidated net revenues during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, revenues for twoof the Company's customers exceeded 10% of the Company's consolidated net revenues. The first customer represented approximately 13% of the Company's consolidated net revenues during each of the three and nine months ended September 30, 2023, and the second customer represented approximately 15% and 14% of the Company's consolidated net revenues during the three and nine months ended September 30, 2023, respectively.

Note 16: Subsequent Events

On November 1, 2024, Nexstar's Board of Directors declared a quarterly cash dividend of $1.69per share of its common stock. The dividend is payable on November 29, 2024to stockholders of record on November 15, 2024.

From October 1, 2024 to November 7, 2024, we repurchased 458,261shares of our common stock for $78million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.7billion.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

As used in this Quarterly Report on Form 10-Q and unless the context indicates otherwise, "Nexstar" refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned and majority-owned subsidiaries; the "Company" refers to Nexstar and the variable interest entities ("VIEs") required to be consolidated in our financial statements; and all references to "we," "our," "ours," and "us" refer to Nexstar.

As a result of our deemed controlling financial interests in the consolidated VIEs in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), we consolidate the financial position, results of operations and cash flows of these VIEs as if they were wholly-owned entities. We believe this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Condensed Consolidated Financial Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. The following discussion of our financial position and results of operations includes the consolidated VIEs' financial position and results of operations.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including: the risks and uncertainties of current economic factors that are beyond our control, such as inflation, rising interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and other similar words.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our other filings with the United States Securities and Exchange Commission ("SEC"). The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

Executive Summary

Nine Months Ended September 2024 Highlights

•

Net revenue increased 20.7% to $1.4 billion and 8.0% to $3.9 billion during the three and nine months ended September 30, 2024, respectively, compared to the same period in 2023.

•

Returned approximately $232 million and $590 million, for the three and nine months ended September 30, 2024, respectively, of capital to stockholders through repurchases of common stock and dividends, funded by cash on hand.

•

Renewed The CW Network affiliation agreements with Gray Television, Inc. for 38 local television stations across the country.

•

Renewed affiliation agreements with CBS Television Network in 42 markets.

•

Expanded NewsNation news programming to 24 hours per day, 7 days per week beginning June 1, 2024.

•

Received $40 million in cash in connection with Broadcast Music Inc.'s ("BMI") sale to New Mountain Capital in February 2024.

•

Entered into a time brokerage agreement with KAZT-TV in the Phoenix, Arizona market. KAZT-TV became an affiliate of The CW Network on February 1, 2024.

Overview of Operations

As of September 30, 2024, we owned, operated, programmed or provided sales and other services to 200 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 37 full power television stations owned by independent third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements. We also own a 75.0% 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. Our digital assets include 138 local websites, 121 mobile applications, 91 weather applications and 17 lifestyle and sports applications across local stations, NewsNation and The Hill. The portfolio also includes seven connected television applications and three free ad-supported television channels from The CW and The Hill.

We (excluding The CW) guarantee full payment of all obligations incurred under Mission Broadcasting, Inc.'s ("Mission") senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. In consideration of our guarantee of Mission's senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2024 and 2033) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.

We do not own the consolidated VIEs or their television stations. However, we are deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission's senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs' economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs' stations at any time, subject to FCC consent. In compliance with FCC regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming, finances and personnel for its stations.

See Note 2, "Variable Interest Entities" to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on VIEs, including a discussion of the local service agreements we have with these independent third parties.

Seasonality

In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates and non-candidate entities such as political action committees and political parties. Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. As 2024 is an election year, we expect an increase in political advertising revenue, a component of our advertising revenue, to be reported in 2024 compared to 2023.

Historical Performance

Results of Operations

The following table sets forth the Company's operating results (dollars in millions):


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			% Change	2024			2023		% Change
Net revenue:
Distribution	$	719			$	598		20.2			$	2,215		$	2,023	9.5
Advertising		622				509		22.2				1,656			1,535	7.9
Other		25				25		0.0				49			71	(31.0	)
Net revenue		1,366				1,132		20.7				3,920			3,629	8.0
Operating expenses:
Direct operating		563				537		4.8				1,663			1,613	3.1
Selling, general and administrative		278				281		(1.1	)			818			808	1.2
Depreciation and amortization		190				220		(13.6	)			588			731	(19.6	)
Total operating expenses		1,031				1,038		(0.7	)			3,069			3,152	(2.6	)
Income from operations		335				94		256.4				851			477	78.4
Income from equity method investments, net		17				24					52			82
Interest expense, net		(113	)			(113	)				(340	)		(332	)
Pension and other postretirement plans credit, net		6				9					20			27
Gain on disposal of an investment		-				-					40			-
Other expenses, net		(1	)			-					(1	)		-
Income before income taxes		244				14					622			254
Income tax expense		(64	)			(6	)				(169	)		(83	)
Net income		180				8					453			171
Net loss attributable to noncontrolling interests		7				17					27			61
Net income attributable to Nexstar Media Group, Inc.	$	187			$	25				$	480		$	232

Three Months Ended September 30, 2024 Compared to the Same Period in 2023

The Company's revenues increased 20.7% for the three months ended September 30, 2024, compared to the same period in 2023, primarily due to higher revenues from distribution and political advertising, partially offset by lower revenue from non-political advertising.

Distribution revenue increased by $121 million primarily due to the comparison with the three months ended September 30, 2023 when a dispute with an MVPD caused Nexstar stations to be dark for 76 days during the quarter, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPD subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January, which more than offset MVPD subscriber attrition..

Advertising revenue increased by $113 million, primarily due to an increase in political advertising of $135 million as 2024 is an election year, offset in part by a decrease in non-political revenue of $22 million due to ongoing advertising market softness.

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $23 million primarily due to increased news expenses related to expansion of news programming, programming expenses primarily due to lower variable programming expenses in 2023 as a result of the period when Nexstar stations were dark and stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, partially offset by lower expense from various administrative expenses.

Depreciation and amortization expenses decreased by $30 million, as follows:

•

Amortization of broadcast rights was $70 million for the three months ended September 30, 2024, compared to $98 million for the same period in 2023, a decrease of $28 million, primarily due to lower amortization of broadcast rights at The CW of $26 million to $54 million from $80 million.

•

Depreciation of property and equipment was $46 million for the three months ended September 30, 2024, compared to $44 million for the same period in 2023 (no significant change).

•

Amortization of intangible assets was $74 million for the three months ended September 30, 2024, compared to $78 million for the same period in 2023 (no significant change).

Income from equity method investments, net decreased by $7 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. For additional information on our investment in TV Food Network, refer to Note 5 to our Condensed Consolidated Financial Statements.

The Company's effective tax rates were 26.2% and 42.9% for each of the respective periods.

For the three months ended September 30, 2024, other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 32.7% decrease to the effective tax rate. State taxes were impacted by decreased permanent differences resulting in a 3.8% decrease to the effective rate. This was partially offset by changes in the valuation allowance which resulted in a 9.2% increase to the effective tax rate. A decrease in the excess benefit from stock option exercises and restricted stock unit vesting in 2024 compared to 2023 resulted in a 3.5% increase in the rate. The effective rate for the three months ended September 30, 2024 is normalized compared to the same period in 2023 which reflected a significantly lower pre-tax net income. The rate changes discussed reflect that normalization impact.

Nine Months Ended September 30, 2024 Compared to the Same Period in 2023

The Company's revenues increased 8.0% for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to higher revenues from distribution and political advertising, partially offset by lower revenue from non-political advertising.

Distribution revenue increased by $192 million primarily due to the comparison with the three months ended September 30, 2023 when a dispute with an MVPD caused Nexstar stations to be dark for 76 days during the quarter, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPD subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January, which more than offset MVPD subscriber attrition.

Advertising revenue increased by $121 million primarily due to an increase of $202 million in political advertising as 2024 is an election year, offset in part by a decrease in non-political revenue of $81 million due to ongoing advertising market softness.

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $60 million primarily due to increased news expenses related to expansion of news programming, programming expenses primarily due to lower variable programming expenses in 2023 as a result of the period when Nexstar stations were dark, stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, and direct digital operating expenses, partially offset by lower expense from various administrative expenses.

Depreciation and amortization expense decreased by $143 million, as follows:

•

Amortization of broadcast rights was $226 million for the nine months ended September 30, 2024, compared to $367 million for the same period in 2023, a decrease of $141 million, primarily due to lower amortization of broadcast rights at The CW of $130 million to $177 million from $307 million.

•

Depreciation of property and equipment was $137 million for the nine months ended September 30, 2024, compared to $131 million for the same period in 2023 (no significant change).

•

Amortization of intangible assets was $225 million for the nine months ended September 30, 2024, compared to $233 million for the same period in 2023 (no significant change).

Income from equity method investments, net decreased by $30 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. For additional information on our investment in TV Food Network, refer to Note 5 to our Condensed Consolidated Financial Statements.

Interest expense, net increased by $8 million, 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.

In February 2024, Nexstar received $40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with BMI's sale to New Mountain Capital.

The Company's effective tax rates were 27.2% and 32.7% for each of the respective periods.

For the nine months ended September 30, 2024, changes in the valuation allowance resulted in a 3.4% decrease to the effective tax rate. Other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 3.6% decrease to the effective tax rate. This is partially offset by a decrease in the excess benefit from stock option exercises and restricted stock unit vesting in 2024 compared to 2023 which resulted in a 1.4% increase in the rate.

Liquidity and Capital Resources

The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company's ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company's control. The Company's primary sources of liquidity include cash on hand, borrowing capacity under its revolving credit facilities (with a maturity date of June 2027) and cash generated from operations. The Company believes these sources of liquidity are sufficient to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. As of September 30, 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.

Cash Flow Summary

The following tables present summarized financial information management believes is helpful in evaluating the Company's liquidity and capital resources (in millions):


	Nine Months Ended September 30,
	2024			2023
Net cash provided by operating activities	$	839			$	817
Net cash used in investing activities		(68	)			(137	)
Net cash used in financing activities		(737	)			(736	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	34			$	(56	)
Cash paid for interest	$	344			$	335
Income taxes paid, net of refunds	$	187			$	142


	As of September 30,		As of December 31,
	2024		2023
Cash, cash equivalents and restricted cash	$	181		$	147

Cash Flows-Operating Activities

Net cash flows provided by operating activities increased by $22 million during the nine months ended September 30, 2024, compared to the same period in 2023. This was primarily due to an increase in sources of cash from (i) an increase in operating income (excluding non-cash transactions of) of $246 million and (ii) a decrease in payments for broadcast rights of $82 million, partially offset by (i) timing of receipts and payables of $139 million, including prepaying fees associated with our TBA of KAZT-TV, (ii) a decrease in distribution from our equity investment in TV Food Network of $116 million and (iii) higher income taxes paid of $45 million.

Cash Flows-Investing Activities

Net cash flows used in investing activities decreased by $69 million during the nine months ended September 30, 2024, compared to the same period in 2023. This was primarily due to the proceeds received from the disposal of an investment in connection with BMI's sale to New Mountain Capital of $40 million and a decrease in uses of cash from payment of acquisitions during the nine months ended September 30, 2023 of $38 million.

Cash Flows-Financing Activities

Net cash flows used in financing activities increased by $1 million during the nine months ended September 30, 2024, compared to the same period in 2023. This was primarily due to the prepayment of Term Loan B of $54 million, a $28 million decrease in contributions from noncontrolling interests and a $22 million increase in common stock dividends paid, offset in part by a decrease in stock buybacks of $86 million and lower cash paid for shares withheld for taxes of $16 million.

Subsequent Investing and Financing Activities

From October 1, 2024 to November 7, 2024, we repurchased 458,261 shares of our common stock for $78 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.7 billion.

On November 1, 2024, Nexstar's Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on November 29, 2024 to stockholders of record on November 15, 2024.

Our senior secured credit facility may limit the amount of dividends we may pay to stockholders over the term of the agreement.

Long-term debt

As of September 30, 2024, the Company had total outstanding debt of $6.7 billion, net of unamortized financing costs, discounts and premium, which represented 75.1% of the Company's combined capitalization. The Company's high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.


	As of September 30,			As of December 31,
(dollars in millions)	2024			2023
Nexstar senior secured credit facility	$	3,659			$	3,804
Mission senior secured credit facility		353				354
5.625% Notes, due July 2027		1,714				1,714
4.75% Notes, due November 2028		1,000				1,000
Total outstanding principal		6,726				6,872
Less: Unamortized financing costs, discounts and premium, net		(26	)			(35	)
Total outstanding debt	$	6,700			$	6,837

Unused revolving loan commitments under senior secured credit facilities (1)	$	545			$	544

(1)

Based on covenant calculations as of September 30, 2024, all of the $532 million and $14 million in unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.

The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of September 30, 2024 (in millions):


			Payments Due by Period
	Total		Remainder of 2024			2025		2026-2027	2028-2029		Thereafter
Nexstar senior secured credit facility	$	3,659		$	30		$	121	$	3,508		$	-	$	-
Mission senior secured credit facility		353			1			3		68			281		-
5.625% Notes, due July 2027		1,714			-			-		1,714			-		-
4.75% Notes, due November 2028		1,000			-			-		-			1,000		-
	$	6,726		$	31		$	124	$	5,290		$	1,281	$	-

We (excluding The CW) guarantee full payment of all obligations incurred under Mission's senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. In consideration of our guarantee of Mission's senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2024 and 2033) are freely exercisable or assignable by 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. We make semiannual interest payments on our 4.75% Notes, due November 2028 on May 1 and November 1 of each year. Interest payments on our and Mission's senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our and Mission's senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission, from incurring substantial amounts of additional debt in the future. The Company's senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreement.

The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt. However, a downgrade in the Company's credit rating could adversely affect its ability to renew the existing credit facilities, obtain access to new credit facilities or otherwise issue debt in the future and could increase the cost of such debt.

The Company's ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company's future borrowing capacity and the amount of total unused revolving loan commitments. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.

Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company's combined results, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreement and indentures. 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 September 30, 2024, we were in compliance with our financial covenant. 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 Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As of September 30, 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. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. 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 September 30, 2024, we had outstanding standby letters of credit with various financial institutions amounting to $19 million. The outstanding balance of standby letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be available for withdrawal.

Issuer and Guarantor Summarized Financial Information

Nexstar Media Inc. (the "Issuer") is the issuer of 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028. These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. ("Parent"), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the "Obligor Group" for the 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028. "Subsidiary Guarantors" refers to certain of the Issuer's restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the indentures governing the 5.625% Notes, due July 2027 and the 4.75% Notes, due November 2028. The 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028 are not registered with the SEC.

The following combined summarized financial information is presented for the Obligor Group after elimination of intercompany transactions between Parent, Issuer, Subsidiary Guarantors and Mission in the Obligor Group and amounts related to investments in any subsidiary that is a non-guarantor. This information is not intended to present the financial position or results of operations of the consolidated group of companies in accordance with U.S. GAAP.

Summarized Balance Sheet Information for the Obligor Group (in millions):


	September 30, 2024		December 31, 2023
Current assets - external(1)	$	1,224		$	1,246
Current assets - due from consolidated entities outside of Obligor Group		13			7
Total current assets	$	1,237		$	1,253
Noncurrent assets - external(1)(2)		9,187			9,429
Noncurrent assets - due from consolidated entities outside of Obligor Group		74			75
Total noncurrent assets	$	9,261		$	9,504
Total current liabilities(1)	$	719		$	818
Total noncurrent liabilities(1)	$	8,575		$	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.

(2)

Excludes Issuer's equity investments of $869 million and $958 million as of September 30, 2024 and December 31, 2023, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027. For additional information on equity investments, refer to Note 5 to our Condensed Consolidated Financial Statements.

Summarized Statements of Operations Information for the Obligor Group (in millions):


	Nine Months Ended
	September 30, 2024
Net revenue - external	$	3,772
Net revenue - from consolidated entities outside of Obligor Group		13
Total net revenue		3,785
Costs and expenses - external		2,790
Costs and expenses - to consolidated entities outside of Obligor Group		46
Total costs and expenses		2,836
Income from operations	$	949
Net income	$	495
Net income attributable to Obligor Group	$	495
Income from equity method investments, net	$	52

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. On an ongoing basis, we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates, and any such differences could be material to our Condensed Consolidated Financial Statements.

Information with respect to the Company's critical accounting estimates which it believes could have the most significant effect on the Company's reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Management believes that as of September 30, 2024, there has been no material change to this information.

Recent Accounting Pronouncements

Refer to Note 2 of our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations and financial position.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company's exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations.

The term loan borrowings under the Company's senior secured credit facilities bear interest at rates ranging from 6.35% to 7.35% as of September 30, 2024, which represent (i) the base rate, the Secured Overnight Financing Rate ("SOFR") plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.

Based on the outstanding balances of the Company's senior secured credit facilities (term loans and revolving loans) as of September 30, 2024, an increase in SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $40 million (excluding tax effects). A decrease in SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $40 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 September 30, 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 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

As of the quarter ended September 30, 2024, there have been no changes in Nexstar's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

There have been no material changes to the risk factors that were previously disclosed in Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

As of December 31, 2023, the remaining available amount under the prior share repurchase authorization was $652 million. On July 26, 2024, Nexstar's board of directors announced the increase of its share repurchase authorization by $1.5 billion. During the nine months ended September 30, 2024, Nexstar repurchased a total of 2,576,330 shares of its common stock for $423 million, funded by cash on hand, which was accounted for as treasury cost. As of September 30, 2024, the remaining available amount under the share repurchase authorization was $1.7 billion.

The following is a summary of Nexstar's repurchases of its common stock by month during the quarter ended September 30, 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
July 2 to 26, 2024		227,029		$	171.96		227,029	$	1,868
August 2 to 30, 2024		510,044		$	166.06		510,044		1,783
September 3 to 27, 2024		324,779		$	165.53		324,779		1,729
		1,061,852		$	167.16		1,061,852

From October 1, 2024 to November 7, 2024, we repurchased 458,261 shares of our common stock for $78 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.7 billion.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

(a)

None.

(b)

None.

(c)

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

None of the Company's directors or officers adopted, modified, or terminateda Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 30, 2024.

ITEM 6. Exhibits


Exhibit No.		Description
31.1		Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
32.2		Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.*
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


NEXSTAR MEDIA GROUP, INC.

		/S/ PERRY A. SOOK
By:		Perry A. Sook
Its:		Chairman and Chief Executive Officer (Principal Executive Officer)

		/S/ LEE ANN GLIHA
By:		Lee Ann Gliha
Its:		Chief Financial Officer (Principal Accounting and Financial Officer)

Dated: November 7, 2024

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