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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

for the fiscal year ended December 31, 2023

OR

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 Organization or Incorporation)

(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

Securities registered pursuant to section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

 

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 checkmark 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, a 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. (check one):

 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

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 June 30, 2023, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was $5,587,374,931.

 

As of February 27, 2024, the Registrant had 33,428,504 shares of Common Stock outstanding.

 

Documents Incorporated By Reference

 

Portions of the Proxy Statement for the Registrant’s 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the close of the Registrant’s fiscal year and incorporated by reference in Part III of this Annual Report on Form 10-K.

 


 

TABLE OF CONTENTS

 

 

Page

 

 

 

 

 

PART I

 

 

 

 

 

 

ITEM 1.

 

Business

 

4

 

 

 

 

 

ITEM 1A.

 

Risk Factors

 

18

 

 

 

 

 

ITEM 1B.

 

Unresolved Staff Comments

 

29

 

 

 

 

 

ITEM 1C.

 

Cybersecurity

 

29

 

 

 

 

 

ITEM 2.

 

Properties

 

30

 

 

 

 

 

ITEM 3.

 

Legal Proceedings

 

30

 

 

 

 

 

ITEM 4.

 

Mine Safety Disclosures

 

30

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

ITEM 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

31

 

 

 

 

 

ITEM 6.

 

Reserved

 

32

 

 

 

 

 

ITEM 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

33

 

 

 

 

 

ITEM 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

49

 

 

 

 

 

ITEM 8.

 

Financial Statements and Supplementary Data

 

49

 

 

 

 

 

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

49

 

 

 

 

 

ITEM 9A.

 

Controls and Procedures

 

50

 

 

 

 

 

ITEM 9B.

 

Other Information

 

50

 

 

 

 

 

ITEM 9C.

 

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

50

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

ITEM 10.

 

Directors, Executive Officers and Corporate Governance

 

51

 

 

 

 

 

ITEM 11.

 

Executive Compensation

 

51

 

 

 

 

 

ITEM 12.

 

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

 

51

 

 

 

 

 

ITEM 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

51

 

 

 

 

 

ITEM 14.

 

Principal Accountant Fees and Services

 

51

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

ITEM 15.

 

Exhibits and Financial Statement Schedules

 

52

 

 

 

 

 

ITEM 16.

 

Form 10-K Summary

 

52

 

 

 

 

 

Index to Exhibits

 

53

 

 

 

 

 

Index to Financial Statements

 

F-1

 

 

 

 

 


 

General

As used in this Annual Report on Form 10-K 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, “Nexstar Media” refers to Nexstar Media Inc., a Delaware corporation and Nexstar’s wholly owned subsidiary; 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.

Nexstar Media has time brokerage agreements (“TBAs”), shared services agreements (“SSAs”), joint sales agreements (“JSAs”), local marketing agreements (“LMAs”) and outsourcing agreements (which we generally and collectively refer to as “local service agreements”) relating to the television stations owned by VIEs but does not own any of the equity interests in these entities. For a description of the relationship between Nexstar and these VIEs, see Item 1, “Business.”

The information in this Annual Report on Form 10-K includes information related to Nexstar and the VIEs with which Nexstar has relationships. In accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and as discussed in Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K, the financial results of the consolidated VIEs are included in the Consolidated Financial Statements contained herein.

In the context of describing ownership of television stations in a particular market, the term “duopoly” refers to owning or deriving the majority of the economic benefit, through ownership or local service agreements, from two or more stations in a particular market. For more information on how we derive economic benefit from a duopoly, see Item 1, “Business.”

There are 210 generally recognized television markets, known as Designated Market Areas (“DMAs”), in the United States. DMAs are ranked in size according to various factors based upon actual or potential audience. DMA rankings contained in this Annual Report on Form 10-K are from the 2023-2024 Nielsen Local Television Market Universe Estimates as published by The Nielsen Company.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K 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 (“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 any of 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 discussed under Item 1A, “Risk Factors” located elsewhere in this Annual Report on Form 10-K and in our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements made in this Annual Report on Form 10-K 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.

 

 

 

 

 

3


 

PART I

 

Item 1. Business

 

Company Overview

 

We are a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across our television and digital platforms, including more than 310,000 hours of programming produced annually by our business units. Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with over 200 owned or partner stations in 117 U.S. markets in 40 states and the District of Columbia reaching over 220 million people. Nexstar’s national television properties include a 75% interest in The CW Network, LLC (“The CW”), America’s fifth major broadcast network, NewsNation, America’s fastest-growing national cable news network in primetime, popular entertainment multicast networks Antenna TV and REWIND TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including its local TV station websites, The Hill and NewsNationNow.com, is collectively a Top 10 U.S. digital news and information property, attracting almost 99 million unique users for December 2023 according to Comscore.

 

We are a Delaware corporation formed in 1996. Our principal offices are at 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Our telephone number is (972) 373-8800 and our website is http://www.nexstar.tv. The information contained on, or accessible through, our website is not part of this Annual Report on Form 10-K and is not incorporated herein by reference.

Competitive Strengths

Unique Combination of Scaled Local Audiences and Powerful National Reach. We are the largest local television broadcasting company in the United States, generating $4.9 billion of revenue for the year ended December 31, 2023. Our and our partners’ over 200 broadcast stations in 117 local markets reach approximately 70% of U.S. television households (without applying the FCC UHF discount), which local reach is augmented by the national reach we have via our broadcast network, The CW, and our cable news network, NewsNation. According to Nielsen, The CW Network reaches 125 million television households, equal to the reach of the ABC, CBS, FOX and NBC broadcast networks, and NewsNation reaches approximately 69 million television households, virtually equivalent to the reach of CNN, Fox News and MSNBC. Together, Nexstar can provide both national reach and activation of local audiences at scale, representing a differentiated and attractive value proposition for advertisers and brands in an increasingly fragmented marketplace.

Leading Local Franchises. We are focused on building and maintaining leading local franchises in our 117 local markets which are core to our business model. In total, we employ approximately 6,000 journalists and 1,600 salespeople, produce over 310,000 hours of programming, and have developed relationships with over 40,000 advertisers. Each of the stations that we own, operate, program, or provide sales and other services to creates a highly recognizable local brand, primarily through the quality of local news programming, extensive local sports coverage, and community presence. We rank among the top two stations in local news viewership in over 79% of our markets in which we produce local newscasts, according to Comscore for November 2023 late news ratings. In 2023, journalists at our stations won 545 awards for their reporting, including 42 Edward R. Murrow awards and 117 Emmy awards. We also employ a high-quality local sales force in each of our markets to increase revenue from local advertisers by capitalizing on our investment in local programming and community websites. In even-numbered years, when most elections are held, we historically have generated substantial revenue from locally driven political advertising. Given our diverse and expansive geographic reach, we have television stations in more than 80% of markets where there were contested political elections in 2022. In addition, we own or provide services to more than one station in certain markets to enable us to broaden our audience share, enhance our revenue share and achieve significant operating efficiencies. For the year ended December 31, 2023, excluding our owned network assets, the Company earned approximately 71% of its core and political advertising revenue from non-network programming.

Strong National Brands. We have a portfolio of scaled, strong national brands that enables us to engage with national advertisers in more meaningful ways than we have in the past. Our primary national brands include The CW, NewsNation and The Hill. The CW is America’s fifth national broadcast network. NewsNation is America’s fastest growing cable news network in primetime attracting top on-air talent to its ranks given its mission of delivering fact-based, unbiased journalism. The Hill is the nation’s leading, independent political digital media platform.

Diversified Revenue Streams. Our revenue streams are diversified by geography, affiliation and source. In 2023, we generated 55% of our revenue from distribution, 34% from core advertising (of which approximately 68% was from local sources), 1% from political advertising and 10% from digital advertising and other sources. No single customer generated more than 15% of our revenue; no single market generated more than 3% of our revenue; and our affiliations are diverse with no network representing more than 25% of our 2023 combined core and political advertising net revenue.

 

4


 

Intense Operational Focus. We emphasize strict controls on operating and programming costs in order to increase net income, EBITDA and free cash flow. We continually seek to identify and implement cost savings at each of our stations, the stations we provide services to and other business units, and our overall size benefits each station or business unit with respect to negotiating favorable terms with programming suppliers and other vendors. By leveraging our size and corporate management expertise, we are able to achieve economies of scale by providing programming, financial, sales and marketing support to our stations, the stations we provide services to and other business units. Our operational execution expertise is the direct result of our talented management team. We seek to attract and retain corporate, business unit and station general managers with proven track records by providing equity incentives.

Attractive Financial Profile. In 2023 and 2022, we generated total net revenue of $4.9 billion and $5.2 billion, respectively, generated net cash flow from operating activities of nearly $1 billion and $1.4 billion, respectively, and returned a significant percentage of that cash flow to shareholders in the form of share repurchases and dividends—$796 million in 2023 and $1.0 billion in 2022—while maintaining a corporate credit rating of Ba3 / BB+ as rated by Moody’s / S&P. We believe we have the financial flexibility to invest in both organic and inorganic growth initiatives while continuing to return capital to our shareholders.

Growth Strategies

We continually seek to generate revenue, net income, EBITDA and cash flow growth through the following strategies:

Leverage Our Scale. As the largest local television broadcaster with significant, scaled national media properties, we believe we are an important partner for the major broadcast networks, multichannel video programming distributors (“MVPDs”) and online video distributors (“OVDs”), and advertisers. We believe we are one of the largest affiliate groups for each of our major broadcast network partners and we are an important partner for the MVPDs and OVDs which include our content in their consumer offerings. For national advertisers we have a collection of national networks/properties including The CW, NewsNation, Antenna TV and The Hill as well as television stations covering 70% of the country (without applying the FCC UHF discount) including 8 of the top 10 and 18 of the top 25 DMAs. Our digital assets attract an audience that makes us a top ten digital news and information property, according to Comscore. Our scale provides us with unique operating advantages in the form of services we can provide to our advertisers, audience and employees, a platform for growth and operating expense synergies and access to capital. As part of this strategy, in 2023, we centralized our national advertising sales in house in order to drive advertising sales across our diversified media portfolio by further emphasizing our client-first approach, combined with a new data-driven, multi-platform focus.

Continue to Grow Distribution and Advertising Revenues. We believe our core business of distribution and advertising revenue has the potential to continue to grow. We believe that the share of audience that our content generates for MVPDs and OVDs is greater than the share of fees those platforms pay us and that broadcast advertising continues to provide commercial and political advertisers with access to the broadest television audience available. In addition, we are focused on better monetizing our digital content and audience and growing our portfolio of digital products, services and content and associated revenue streams, including apps for NewsNation, The Hill and other local television station content.

Improve and Expand National Broadcast and Cable Networks. We seek to continue to increase the viewership, revenues and profitability of our national television network assets, The CW and NewsNation.

The CW. As the largest affiliate of The CW, we acquired the network in September 2022 (for no consideration) in order to sustain and grow our CW-related revenue streams and to improve this underexploited national broadcast network asset. Our growth strategy for The CW is to cost efficiently improve and diversify the programming to better align with broadcast audiences with the intention of improving ratings and revenue (both distribution and advertising) and reducing programming and other operating costs. Recognizing the importance of live sports and other sports programming to broadcast audiences, in 2023, we launched CW Sports, a sports programming division of The CW. Since then, we have added sports programming to the network’s primetime line-up including Inside the NFL, 100 Days to Indy, and our exclusive broadcast rights to WWE NXT beginning in 2024. CW Sports also expanded the number of hours of network programming on the weekend in 2023 to offer LIV Golf, ACC college football and basketball games, and the future launch of NASCAR Xfinity Series on Saturdays beginning in 2025. We also introduced new, less costly, primetime programming beginning on a limited basis in the summer of 2023 and more substantially with the 2023/2024 broadcast season which began in October 2023. We believe there is potential for The CW to improve its profitability and, together with Nexstar’s CW station affiliates, the overall net profit contribution to Nexstar. In 2023, The CW renewed and expanded its affiliation agreements with key station operators and launched CW Network affiliations on four Nexstar-owned and operated television stations, three of which are in the top-15 television markets.

 

5


 

NewsNation. NewsNation is America’s fastest growing cable news network in primetime and has been recognized by independent watchdog groups such as Ad Fontes Media, NewsGuard and AllSides for its independent, unbiased reporting of national and local news. Currently, NewsNation provides 24 hours of news content each weekday which we expect to expand to seven days a week in 2024. NewsNation was launched in 2020, when we initiated the conversion of WGN America to NewsNation, leveraging our core competency in news and profitable foundation to build a network focused on providing unbiased, fact-based news. We believe there is significant growth potential for NewsNation as news networks are among the most watched and profitable cable networks.

Develop New Revenue Streams. We seek to generate new revenue streams leveraging the platform and assets of our company. Given our extensive station portfolio and geographic coverage, we are in the process of converting the technology used by our stations to a new standard, ATSC 3.0, which will enable us to provide new high speed data transmission services to businesses and consumers. In February 2024, we achieved our goal of reaching 50% of U.S. television households with ATSC 3.0. We anticipate that this conversion will enable us to develop a new business and generate additional revenue in the future.

Acquire and Invest in New and Complementary Businesses. We selectively pursue acquisitions where we believe we can improve revenue, operating income, net income, EBITDA and cash flow through active management. We selectively pursue acquisitions of businesses that leverage our platform, scale and capabilities and are complementary to our vision of providing local news, entertainment, and sports content through broadcast and digital platforms. In addition, we will continue to pursue television station acquisitions in markets where permitted by the current regulatory framework.

Stations

As of January 2024, we owned, operated, programmed or provided sales and other services to 201 full power television stations in 117 markets in 40 states and the District of Columbia, reaching approximately 39% of all U.S. television households (reflecting our owned stations only and after applying the Federal Communications Commission’s (“FCC”) ultra-high-frequency (“UHF”) discount) and approximately 70% of all U.S. television households reflecting ours and our partners’ stations and excluding the FCC UHF discount. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV (“MNTV”) and other broadcast television networks and provide television programming to consumers in our markets, including network programing, content that the stations produce, including local news, and syndicated programs that the stations acquire. In 2023, we acquired KUSI-TV, a full-power independent station in San Diego, CA, WSNN-LD, a low power independent station in Tampa, FL, which is now affiliated with MNTV; and in 2024 we entered into a time brokerage agreement with KAZT, a full power independent station in Phoenix, AZ, which is now affiliated with The CW. These stations are included in the table below and the full-power stations and included in our station count. We also own and operate one AM radio station in Chicago, IL.

Of the 201 full power television stations, 37 are 100% independently owned by VIEs. We consolidate 35 of these VIEs (the “consolidated VIEs”) in our financial statements. In compliance with FCC regulations for all the parties, all VIEs maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. For the consolidated VIEs, we are deemed under U.S. GAAP to have controlling financial interests in these entities because of Nexstar’s (i) local service agreements with the consolidated VIEs’ stations, (ii) guarantee (excluding The CW) of the obligations incurred under the senior secured credit facility of Mission Broadcasting, Inc. (“Mission”), a consolidated VIE, (iii) 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) renewable, exercisable and assignable purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of all of the consolidated VIEs’ stations at any time, subject to FCC consent. For additional information on VIEs, see Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K.

The following table sets forth general information about the television stations (full power, low power and multicast channels) we own, operate, program or provide sales and other services to as of January 2024.

6


 

 

Market Rank(1)

Market

Status(2)

Full Power
Stations

Primary
Affiliation
(3)

Low Power Stations /
Multicast Channels

Other Affiliation(3)(4)

FCC License
Expiration Date

1

New York, NY

LSA

WPIX(5)

The CW

WPIX-D2, D4

Antenna TV, Rewind TV

(23)

2

Los Angeles, CA

O&O

KTLA

The CW

KTLA-D2, D3, D4, D5

Antenna TV, GRIT, TBD, Rewind TV

(23)

3

Chicago, IL

O&O

WGN

Independent

WGN-D2, D3, D4, D5

Antenna TV, GRIT, Rewind TV, TBD

4/1/2030

4

Philadelphia, PA

O&O

WPHL(6)

The CW

WPHL-D2, D3, D4

Antenna TV/MNTV, GRIT, Comet

(23)

5

Dallas, TX

O&O

KDAF

The CW

KDAF-D2, D3, D4, D5

Antenna TV, GRIT, Charge!, Rewind TV

8/1/2030

6

Houston, TX

O&O

KIAH

The CW

KIAH-D2, D3, D4, D5

Antenna TV, Comet, TBD, Court TV

(23)

9

DC/Hagerstown, MD

O&O
O&O

WDCW
WDVM
(7)

The CW
Independent

WDCW-D2, D3, D4
WDVM-D2, D3, D4

Antenna TV, WDVM, Univision
ION Mystery, Rewind TV, ShopLC

10/1/2028
10/1/2028

10

San Francisco, CA

O&O

KRON(6)

The CW/ MNTV

KRON-D2, D3, D4, D5

Antenna TV, Rewind TV, Charge!, ShopLC

(23)

11

Phoenix, AZ

LSA

KAZT(8)

The CW

KAZT-D2, D3, D4, D5

MeTV, HSN, Charge!, AZTV

10/1/2030

12

Tampa, FL

O&O
O&O
O&O

WFLA
WTTA
(6)(9)

NBC
The CW

WFLA-D2, D3
WTTA-D2
WSNN-LD
(10), D2, D3, D4

Charge!, Antenna TV
Cozi TV
MNTV, GRIT, Laff, Court TV

2/1/2029
2/1/2029
2/1/2029

17

Denver, CO

O&O
O&O
O&O

KDVR
KFCT
KWGN

FOX
FOX
The CW

KDVR-D2, D3

KWGN-D2, D3, D4

Antenna TV, TBD

getTV, Comet, Charge!

(23)
(23)

4/1/2030

19

Cleveland, OH

O&O

WJW

FOX

WJW-D2, D3, D4

Antenna TV, Comet, Charge!

10/1/2029

20

Sacramento, CA

O&O

KTXL

FOX

KTXL-D2, D3, D4

Antenna TV, GRIT, TBD

(23)

21

Charlotte, NC

O&O
O&O

WJZY
WMYT

FOX
MNTV

WJZY-D3, D4, D5, D6,
D7, D8

Charge!, GRIT, TheGrio, ION,
Antenna TV, Rewind TV

12/1/2028
12/1/2028

22

Raleigh, NC

O&O

WNCN

CBS

WNCN-D2, D3, D4

Rewind TV, GRIT, Antenna TV

12/1/2028

23

Portland, OR

O&O
O&O

KOIN
KRCW

CBS
The CW

KOIN-D2, D3
KRCW-D2, D3, D4

getTV, Rewind TV
Antenna TV, GRIT, TBD

(23)

24

St. Louis, MO

O&O
O&O

KTVI
KPLR

FOX
The CW

KTVI-D2, D3, D4
KPLR-D2, D3, D4

Antenna TV, GRIT, Dabl
Court TV, Comet, Rewind TV

(23)
2/1/2030

25

Indianapolis, IN

O&O
O&O
O&O

WTTV
WTTK
WXIN

CBS
CBS
FOX

WTTV-D2, D3, D4
WTTK-D2, D3
WXIN-D2, D3, D4

Independent, Comet, TBD
Independent, Cozi TV
Antenna TV, Rewind TV, Charge!

8/1/2029
8/1/2029
8/1/2029

26

Nashville, TN

O&O

WKRN

ABC

WKRN-D2, D3, D4

ION Mystery, True Crime, Rewind TV

8/1/2029

27

Salt Lake City, UT

O&O
O&O

KTVX
KUCW

ABC
The CW

KTVX-D2, D3, D4
KUCW-D2, D3, D4

MeTV, Rewind TV, TheGrio
ION Mystery, Quest, ShopLC

(23)

30

San Diego, CA

O&O
O&O

KSWB
KUSI
(11)

FOX
Independent

KSWB-D2, D3, D4
KUSI-D2

Antenna TV, Court TV, ION
Rewind TV

(23)
12/1/2030

32

New Haven, CT

O&O
O&O

WTNH
WCTX
(9)

ABC
MNTV

WTNH-D2
WCTX-D2

Rewind TV
Comet

(23)

33

Columbus, OH

O&O

WCMH

NBC

WCMH-D2, D3, D4

GRIT, ION, Laff

10/1/2029

34

Kansas City, MO

O&O

WDAF

FOX

WDAF-D2, D3, D4

Antenna TV, Rewind TV, TBD

(23)

35

Austin, TX

O&O
O&O
LSA

KXAN
KBVO
KNVA
(12)

NBC
MNTV
The CW

KXAN-D2, D3, D4
KBVO-D2, D3, D4
KNVA-D2, D3, D4

Cozi TV, ION, Rewind TV, Defy
Bounce, Antenna TV, Defy
GRIT, Laff, Court TV

(23)
(23)
8/1/2030

36

Spartanburg, SC

O&O
O&O

WSPA
WYCW
(9)

CBS
The CW

WSPA-D3
WYCW-D3

ION
Rewind TV

12/1/2028
12/1/2028

40

Las Vegas, NV

O&O

KLAS

CBS

KLAS-D2, D3, D4

Rewind TV, getTV, ShopLC

(23)

42

Grand Rapids, MI

O&O
O&O
O&O

WOOD
WOTV

NBC
ABC

WOOD-D2, D3
WOTV-D2, D3, D4
WXSP-CD, D2, D3

Rewind TV, TheGrio
The CW, Charge!, DABL
MNTV, Nest, Comet

10/1/2029
10/1/2029
10/1/2029

43

Portsmouth, VA

O&O
O&O

WAVY
WVBT

NBC
FOX

WAVY-D2, D3, D4
WVBT-D2, D3

Nest, getTV, ShopLC
Cozi TV, Rewind TV

10/1/2028
10/1/2028

44

Harrisburg, PA

O&O

WHTM

ABC

WHTM-D2, D3, D4, D5

ION, GRIT, Laff, WLYH

(23)

45

Greensboro, NC

O&O

WGHP

FOX

WGHP-D2, D3, D4

Antenna TV, GRIT, Dabl

12/1/2028

46

Birmingham, AL

O&O

WIAT

CBS

WIAT-D2, D3, D4

ION Mystery, GRIT, Defy

4/1/2029

47

Oklahoma City, OK

O&O
O&O

KFOR
KAUT
(6)

NBC
The CW

KFOR-D2, D3, D4
KAUT-D2, D3, D4

Antenna TV, True Crime, Dabl
Rewind TV, ION Mystery, Cozi TV

(23)

49

Albuquerque, NM

O&O
O&O
O&O
LSA
LSA
LSA

KRQE
KREZ
(13)
KBIM
(13)
KRWB
(5)
KWBQ
(5)
KASY
(5)

CBS
CBS
CBS
The CW
The CW
MNTV

KRQE-D2, D3
KREZ-D2
KBIM-D2
KRWB-D2
KWBQ-D2, D3, D4, D5
KASY-D2, D3, D4, D5

FOX, Bounce
FOX
FOX
MNTV
GRIT, Laff, ION, Rewind TV
ION Mystery, getTV, Court TV, Antenna TV

(23)

50

Memphis, TN

O&O

WREG

CBS

WREG-D2, D3

News3, Antenna TV

8/1/2029

 

7


 

 

Market Rank(1)

Market

Status(2)

Full Power
Stations

Primary
Affiliation
(3)

Low Power Stations /
Multicast Channels

Other Affiliation(3)(4)

FCC License
Expiration Date

51

New Orleans, LA

O&O
O&O

WGNO
WNOL

ABC
The CW

WGNO-D2, D3, D4
WNOL-D2, D3, D4

Antenna TV, Rewind TV, TBD
GRIT, Comet, Charge!

(23)
6/1/2029

52

Fresno, CA

O&O
O&O

KSEE
KGPE

NBC
CBS

KSEE-D2, D3, D4
KGPE-D2, D3, D4

Bounce, GRIT, Rewind TV
ION Mystery, TheGrio, Court TV

(23)

53

Providence, RI

O&O
LSA

WPRI
WNAC
(5)

CBS
FOX

WPRI-D2, D3, D4
WNAC-D2, D3, D4

MNTV, True Crime, Dabl
The CW, Rewind TV, Antenna TV

(23)

54

Buffalo, NY

O&O
O&O

WIVB(9)
WNLO

CBS
The CW

WIVB-D2
WNLO-D2

QVC
Rewind TV

(23)

56

Richmond, VA

O&O

WRIC

ABC

WRIC-D2, D3, D4

Rewind TV, Cozi TV, Laff

10/1/2028

57

Mobile, AL

O&O
O&O

WKRG
WFNA

CBS
The CW

WKRG-D2, D3, D4
WFNA-D2, D3, D4

ION, MeTV, Court TV
Bounce, True Crime, GRIT

4/1/2029
4/1/2029

58

Wilkes Barre, PA

O&O
LSA

WBRE
WYOU
(5)

NBC
CBS

WBRE-D2, D3, D4
WYOU-D2, D3, D4

Laff, Rewind TV, True Crime
ION Mystery, getTV, Cozi TV

(23)

59

Little Rock, AR

O&O
O&O
LSA
LSA

KARK
KARZ
KLRT
(5)
KASN
(5)

NBC
MNTV
FOX
The CW

KARK-D2, D3, D4
KARZ-D2
KLRT-D2
KASN-D2, D3, D4, D5

Laff, GRIT, Antenna TV
Bounce
ION Mystery
Rewind TV, ION, Defy, GRIT

6/1/2029
6/1/2029
6/1/2029
6/1/2029

60

Albany, NY

O&O
LSA

WTEN
WXXA
(5)

ABC
FOX

WTEN-D2, D3, D4
WXXA-D2, D3, D4, D5

Cozi TV, Antenna TV, ION Mystery
OTB-TV, GRIT, Rewind TV, True Crime

(23)

61

Knoxville, TN

O&O

WATE

ABC

WATE-D2, D3, D4

Antenna TV, Rewind TV, Cozi TV

8/1/2029

63

Lexington, KY

O&O

WDKY

FOX

WDKY-D2, D3, D4

Rewind TV, Charge!, Comet

8/1/2029

66

Dayton, OH

O&O
LSA

WDTN
WBDT
(9)(14)

NBC
The CW

WDTN-D2, D3
WBDT-D2

ION Mystery, ION
Bounce

10/1/2029
10/1/2029

67

Des Moines, IA

O&O

WHO

NBC

WHO-D2, D3, D4

Rewind TV, Antenna TV, Iowa’s Weather Channel

2/1/2030

68

Honolulu, HI

O&O
O&O
O&O
O&O
O&O
O&O

KHON
KHAW
(15)
KAII
(15)
KGMD
(15)
KGMV
(15)
KHII

FOX
FOX
FOX
MNTV
MNTV
MNTV

KHON-D2, D3, D4
KHAW-D2, D3, D4
KAII-D2, D3, D4

The CW, GRIT, Rewind TV
The CW, GRIT, Rewind TV
The CW, GRIT, Rewind TV

(23)

69

Green Bay, WI

O&O

WFRV

CBS

WFRV-D2, D3, D4

Bounce, True Crime, Rewind TV

12/1/2029

70

Roanoke, VA

O&O
O&O

WFXR
WWCW

FOX
The CW

WFXR-D2, D3, D4
WWCW-D2, D3, D4

The CW, Bounce, Quest
FOX, Rewind TV, GRIT

10/1/2028
10/1/2028

72

Wichita, KS

O&O
O&O
O&O
O&O
O&O

KSNW
KSNC
(16)
KSNG
(16)
KSNK
(16)

NBC
NBC
NBC
NBC

KSNW-D2, D3, D4

KSNG-D2

KSNL-LD

Telemundo, ION, True Crime

Telemundo

NBC

6/1/2030
(23)
(23)
(23)
6/1/2030

73

Springfield, MO

O&O
O&O
LSA

KRBK
KOZL
KOLR
(5)

FOX
MNTV
CBS

KRBK-D2, D3, D4
KOZL-D2, D3, D4
KOLR-D2, D3, D4

Antenna TV, Dabl, ION
ION Mystery, Bounce, Rewind TV
Laff, GRIT, ShopLC

(23)
2/1/2030
2/1/2030

76

Rochester, NY

O&O

WROC

CBS

WROC-D2, D3, D4

Bounce, GRIT, ION Mystery

(23)

79

Charleston, WV

O&O

WOWK

CBS

WOWK-D2, D3, D4

ION Mystery, GRIT, Rewind TV

10/1/2028

81

Huntsville, AL

O&O
O&O

WHNT
WHDF

CBS
The CW

WHNT-D2, D3
WHDF-D2, D3, D4

The CW, Antenna TV
Court TV, Rewind TV, Charge!

4/1/2029
4/1/2029

82

Brownsville, TX

O&O
O&O

KVEO
KGBT

NBC
MNTV

KVEO-D2
KGBT-D2, D3, D4, D5, D6

CBS
Rewind TV, Comet, Estrella, ION Mystery, GRIT

8/1/2030
(23)

83

Waco-Bryan, TX

O&O
O&O

KWKT
KYLE

FOX
MNTV

KWKT-D2, D3, D4
KYLE-D2, D3, D4

MNTV, Antenna TV, Bounce
FOX, Antenna TV, Laff

(23)

85

Savannah, GA

O&O

WSAV

NBC

WSAV-D2, D3, D4

The CW, Court TV/MNTV, Laff

(23)

86

Colorado Springs, CO

O&O
O&O

KXRM

FOX

KXRM-D2, D3, D4
KXTU-LD, D2, D3, D4

The CW, ION, ION Mystery
The CW, Bounce, Laff, Antenna TV

(23)

87

Syracuse, NY

O&O

WSYR

ABC

WSYR-D2, D3, D4

Antenna TV, Bounce, Laff

(23)

88

Charleston, SC

O&O

WCBD

NBC

WCBD-D2, D3, D4

The CW, ION, Laff

12/1/2028

89

El Paso, TX

O&O

KTSM

NBC

KTSM-D2, D3, D4

Estrella, ION Mystery, Laff

(23)

91

Champaign, IL

O&O
O&O

WCIA
WCIX

CBS
MNTV

WCIA-D2, D3, D4
WCIX-D2, D3, D4

MNTV, Bounce, GRIT
CBS, ION Mystery, Laff

(23)
12/1/2029

92

Shreveport, LA

O&O
O&O
LSA

KTAL
KSHV
KMSS
(5)

NBC
MNTV
FOX

KTAL-D2, D3, D4
KSHV-D2, D3, D4
KMSS-D2

Laff, Cozi TV, HSN
ION Mystery, ION, Quest
Rewind TV

(23)
6/1/2029
6/1/2029

 

8


 

 

Market Rank(1)

Market

Status(2)

Full Power
Stations

Primary
Affiliation
(3)

Low Power Stations /
Multicast Channels

Other Affiliation(3)(4)

FCC License
Expiration Date

93

Burlington, VT

O&O
LSA

WFFF
WVNY
(5)

FOX
ABC

WFFF-D2, D3,D4
WVNY-D2, D3, D4

ION Mystery, Bounce, Antenna TV
Laff, GRIT, Quest

(23)

95

Baton Rouge, LA

O&O
O&O
O&O
LSA

WGMB


WVLA
(17)

FOX


NBC

WGMB-D2, D3
WBRL-CD
KZUP-CD
WVLA-D2, D3

The CW, Cozi TV
The CW
Independent
Laff, ION

6/1/2029
(23)
6/1/2029
6/1/2029

96

Fayetteville, AR

O&O
O&O
O&O

KFTA
KNWA
KXNW

FOX
NBC
MNTV

KFTA-D2, D3, D4, D5
KNWA-D2, D3, D4
KXNW-D2, D3, D4

NBC, ION Mystery, Court TV, MNTV
FOX, Laff, GRIT
Rewind TV, Comet, Bounce

(23)
(23)
6/1/2029

98

Jackson, MS

O&O

WJTV

CBS

WJTV-D2, D3, D4

The CW, ION, Court TV

6/1/2029

99

Myrtle Beach-Florence, SC

O&O

WBTW

CBS

WBTW-D2, D3, D4

MNTV/Antenna TV, ION, ION Mystery

12/1/2028

101

Tri-Cities, TN-VA

O&O

WJHL

CBS

WJHL-D2, D3

ABC, Antenna TV

8/1/2029

102

Greenville, NC

O&O

WNCT

CBS

WNCT-D2, D3, D4

The CW, Rewind TV, ION Mystery

12/1/2028

104

Quad Cities, IL

O&O
O&O
LSA

WHBF
KGCW
KLJB
(5)

CBS
The CW
FOX

WHBF-D2, D3, D4
KGCW-D2, D3, D4
KLJB-D2, D3, D4

Court TV, GRIT, ION Mystery
ThisTV, Laff, CBS
MeTV, Rewind TV, Bounce

12/1/2029
2/1/2030
(23)

107

Evansville, IN

O&O
LSA

WEHT
WTVW
(5)

ABC
The CW

WEHT-D2, D3, D4
WTVW-D2, D3, D4

Laff, Cozi TV, Rewind TV
Bounce, ION Mystery, ION

8/1/2029
8/1/2029

108

Ft. Wayne, IN

O&O

WANE

CBS

WANE-D2, D3, D4

ION, Laff, ION Mystery

8/1/2029

109

Tyler-Longview, TX

O&O
O&O
LSA

KETK

KFXK
(17)

NBC

FOX

KETK-D2, D3, D4
KTPN-LD
KFXK-D2, D3, D4

GRIT, ION, Antenna TV
MNTV
MNTV, ION Mystery, Laff

(23)

8/1/2030

110

Augusta, GA

O&O

WJBF

ABC

WJBF-D2, D3, D4

MeTV, ION, ION Mystery

4/1/2029

111

Sioux Falls, SD

O&O
O&O
O&O

KELO
KDLO
(18)
KPLO
(18)

CBS
CBS
CBS

KELO-D2, D3, D4
KDLO-D2, D4
KPLO-D2

MNTV, ION, The CW
MNTV, The CW
MNTV

4/1/2030
(23)
4/1/2030

112

Altoona, PA

O&O

WTAJ

CBS

WTAJ-D2, D3, D4

ION Mystery, Laff, GRIT

(23)

113

Lansing, MI

O&O
LSA

WLNS(9)
WLAJ
(5)

CBS
ABC

WLAJ-D2

The CW

10/1/2029
10/1/2029

115

Springfield, MA

O&O

WWLP

NBC

WWLP-D2, D3, D4

The CW, ION, ION Mystery

(23)

117

Youngstown, OH

O&O
O&O
LSA

WKBN(9)

WYTV
(14)

CBS

ABC

WKBN-D2
WYFX-LD, D2, D3, D4, D5, D6
WYTV- D2

FOX
FOX, MNTV, ION, Bounce, Laff, Antenna TV

MNTV

10/1/2029
10/1/2029
10/1/2029

123

Peoria, IL

O&O
LSA

WMBD
WYZZ
(19)

CBS
FOX

WMBD-D2, D3, D4

Bounce, Laff, ION Mystery

12/1/2029
(23)

124

Bakersfield, CA

O&O
O&O

KGET

NBC

KGET-D2, D3, D4
KKEY-LP

The CW, Telemundo, Laff
Telemundo

(23)

125

Lafayette, LA

O&O

KLFY

CBS

KLFY-D2, D3, D4

Dabl, ION, Laff

6/1/2029

126

Columbus, GA

O&O

WRBL

CBS

WRBL-D2, D3, D4

Rewind TV, ION, Laff

4/1/2029

129

La Crosse, WI

O&O
O&O

WLAX
WEUX
(20)

FOX
FOX

WLAX-D2, D3, D4
WEUX-D2, D3, D4

Antenna TV, Laff, GRIT
Antenna TV, ION Mystery, Bounce

12/1/2029
12/1/2029

131

Amarillo, TX

O&O
O&O
LSA

KAMR

KCIT
(5)

NBC

FOX

KAMR-D2, D3, D4
KCPN-LP-D2
KCIT-D2, D3, D4

MNTV, Laff, Antenna TV
MNTV, Rewind TV
GRIT, ION Mystery, Bounce

(23)

137

Rockford, IL

O&O
LSA

WQRF
WTVO
(5)

FOX
ABC

WQRF-D2, D3, D4
WTVO-D2, D3, D4

Bounce, ION Mystery, Rewind TV
MNTV, Laff, GRIT

12/1/2029
12/1/2029

140

Topeka, KS

O&O
O&O
LSA

KSNT

KTKA
(14)

NBC

ABC

KSNT-D2, D3, D4
KTMJ-CD, D2, D3, D4
KTKA-D2, D3, D4

FOX, ION, Bounce
FOX, ION Mystery, GRIT, Laff
Rewind TV, The CW, Antenna TV

6/1/2030
(23)
6/1/2030

141

Lubbock, TX

O&O
LSA

KLBK
KAMC
(5)

CBS
ABC

KLBK-D2, D3, D4
KAMC-D2, D3, D4

Court TV, Antenna TV, Rewind TV
ION Mystery, Bounce, QVC2

8/1/2030
(23)

142

Monroe, LA

O&O
LSA

KARD
KTVE
(5)

FOX
NBC

KARD-D2, D3, D4
KTVE-D2, D3, D4

Bounce, GRIT, Antenna TV
KARD, Laff, ION Mystery

6/1/2029
6/1/2029

145

Minot-Bismarck, ND

O&O
O&O
O&O
O&O

KXMB(21)
KXMC
KXMD
(21)
KXMA

CBS
CBS
CBS
The CW

KXMB-D2, D3, D4
KXMC-D2, D3, D4
KXMD-D2, D3, D4
KXMA-D2, D3, D4

The CW, Laff, ION Mystery
The CW, Laff, ION Mystery
The CW, Laff, ION Mystery
CBS, Laff, ION Mystery

4/1/2030
4/1/2030
4/1/2030
(23)

147

Midland, TX

O&O
LSA

KMID
KPEJ
(5)

ABC
FOX

KMID-D2, D3, D4
KPEJ-D2, D3

Laff, ION Mystery, GRIT
Estrella, Rewind TV, Antenna TV

8/1/2030
(23)

148

Panama City, FL

O&O

WMBB

ABC

WMBB-D2, D3, D4

The CW, Laff, ION Mystery

2/1/2029

149

Wichita Falls, TX

O&O
O&O
LSA

KFDX

KJTL
(5)

NBC

FOX

KFDX-D2, D3, D4
KJBO-LP
KJTL-D2, D3, D4

MNTV, Laff, Antenna TV
MNTV
GRIT, Bounce, ION Mystery

(23)

150

Sioux City, IA

O&O

KCAU

ABC

KCAU-D2, D3, D4

ION Mystery, Laff, Bounce

2/1/2030

151

Joplin, MO

O&O
LSA

KSNF
KODE
(5)

NBC
ABC

KSNF-D2, D3, D4
KODE-D2, D3, D4

Laff, ION Mystery, Antenna TV
GRIT, Bounce, ION

2/1/2030
2/1/2030

 

9


 

 

Market Rank(1)

Market

Status(2)

Full Power
Stations

Primary
Affiliation
(3)

Low Power Stations /
Multicast Channels

Other Affiliation(3)(4)

FCC License
Expiration Date

153

Erie, PA

O&O
LSA

WJET
WFXP
(5)

ABC
FOX

WJET-D2, D3, D4
WFXP-D2, D3, D4

Laff, ION Mystery, Cozi TV
GRIT, Bounce, Antenna TV

(23)

159

Terre Haute, IN

O&O
LSA

WTWO
WAWV
(5)

NBC
ABC

WTWO-D2, D3, D4
WAWV-D2, D3, D4

Laff, ION Mystery, Antenna TV
GRIT, Bounce, Rewind TV

8/1/2029
8/1/2029

162

Binghamton, NY

O&O
O&O

WIVT

ABC

WIVT-D2, D3, D4
WBGH-CD, D2

NBC, Laff, ION Mystery
 NBC, ABC

(23)

163

Wheeling, WV

O&O

WTRF

CBS

WTRF-D2, D3, D4

MNTV, ABC, ION Mystery

10/1/2028

165

Billings, MT

O&O
LSA

KSVI
KHMT
(5)

ABC
FOX

KSVI-D2(6), D3, D4
KHMT-D2, D3, D4

The CW, ION Mystery, Antenna TV
Court TV, Laff, ION

4/1/2030
(23)

166

Beckley, WV

O&O

WVNS

CBS

WVNS-D2

FOX

10/1/2028

167

Abilene, TX

O&O
LSA

KTAB
KRBC
(5)

CBS
NBC

KTAB-D2, D3, D4
KRBC-D2, D3, D4

Telemundo, ION Mystery, ION
GRIT, Laff, Bounce

(23)

168

Hattiesburg, MS

O&O

WHLT

CBS

WHLT-D2, D3, D4

The CW, ION, ION Mystery

6/1/2029

169

Rapid City, SD

O&O

KCLO

CBS

KCLO-D2, D3, D4

The CW, ION, ION Mystery

(23)

170

Dothan, AL

O&O

WDHN

ABC

WDHN-D2, D3, D4

ION Mystery, Laff, Antenna TV

4/1/2029

171

Utica, NY

O&O
O&O
LSA

WFXV

WUTR
(5)

FOX

ABC

WFXV-D2, D3
WPNY-LP
WUTR-D2, D3, D4

ION Mystery, Laff
MNTV
MNTV, GRIT, Bounce

(23)

172

Clarksburg, WV

O&O

WBOY

NBC

WBOY-D2, D3, D4

ABC, ION Mystery, Laff

10/1/2028

175

Jackson, TN

O&O

WJKT

FOX

WJKT-D2, D3, D4

ION Mystery, Laff, GRIT

8/1/2029

178

Elmira, NY

O&O

WETM

NBC

WETM-D2, D3, D4

Antenna TV, Laff, ION Mystery

(23)

179

Watertown, NY

O&O

WWTI

ABC

WWTI-D2, D3, D4

The CW, Laff, ION Mystery

(23)

181

Marquette, MI

O&O

WJMN

MNTV

WJMN-D2, D3, D4

ION Mystery, Laff, Bounce

10/1/2029

182

Alexandria, LA

O&O

WNTZ

FOX

WNTZ-D2, D3, D4

Bounce, ION Mystery, Laff

6/1/2029

187

Grand Junction, CO

O&O
O&O
O&O
LSA

KREX
KREY
(22)

KFQX
(5)

CBS
CBS

FOX

KREX-D2, D3, D4
KREY-D2, D3, D4
KGJT-CD
KFQX-D2, D3, D4

Laff, MNTV, Bounce
FOX, ION Mystery, GRIT
MNTV
CBS, ION Mystery, GRIT

4/1/2030
4/1/2030
4/1/2030
(23)

197

San Angelo, TX

O&O
LSA

KLST
KSAN
(5)

CBS
NBC

KLST-D2, D3, D4
KSAN-D2, D3, D4

ION Mystery, GRIT, Antenna TV
Laff, Bounce, ION

(23)
6/1/2029

 

 

(1)
Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs. Source: 2023-2024 Nielsen Local Television Market Universe Estimates, as published by The Nielsen Company.
(2)
O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by an independent third-party. Local service agreements include TBAs, SSAs, JSAs, LMAs and outsourcing agreements. For further information regarding the LSAs to which we are a party, see Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K.
(3)
Affiliation denoted “The CW” reflects affiliation with The CW or The CW Plus.
(4)
Antenna TV and Rewind TV are digital multicast networks owned and operated by Nexstar. The other affiliations for our digital multicast channels are owned by independent third parties.
(5)
These stations and related multicast channels are owned by Mission.
(6)
WPHL, KRON, WTTA, KAUT and KSVI-D2 became affiliates of the CW Network on September 1, 2023.
(7)
Although WDVM is located within the Washington, D.C. DMA, its signal does not reach the entire Washington, D.C. metropolitan area. WDVM serves the Hagerstown, MD sub-market within the DMA. WDVM is the only commercial station licensed in the city of Hagerstown.
(8)
In January 2024, Nexstar entered into a time brokerage agreement with KAZT-TV. KAZT became an affiliate of the CW Network on February 1, 2024.
(9)
These stations are operating under channel sharing arrangements with another Company station in the same market.
(10)
Nexstar acquired WSNN-LD on July 20, 2023.
(11)
Nexstar acquired KUSI-TV from McKinnon Broadcasting on August 31, 2023.
(12)
KNVA is owned by 54 Broadcasting, a subsidiary of Vaughan Media LLC (“Vaughan”).
(13)
KREZ and KBIM operate as satellite stations of KRQE.
(14)
These stations and related multicast channels are owned by Vaughan.
(15)
KHAW and KAII operate as satellite stations of KHON. KGMD and KGMV are satellites of KHII.
(16)
KSNC, KSNG and KSNK operate as satellite stations of KSNW.
(17)
These stations and related multicast channels are owned by White Knight Broadcasting (“White Knight”).
(18)
KDLO and KPLO operate as satellite stations of KELO.
(19)
WYZZ is owned by Cunningham Broadcasting Corporation.
(20)
WEUX operates as a satellite station of WLAX.
(21)
KXMB and KXMD operate as satellite stations of KXMC.
(22)
KREY operates as a satellite station of KREX.
(23)
Application for renewal of license was submitted timely to the FCC. Under the FCC’s rules, the license expiration date is automatically extended pending FCC review of and action on the renewal application.

 

10


 

Network Affiliations

All, except three, of the full power television stations that we own and operate, program or provide sales and other services to are currently affiliated with a network pursuant to an affiliation agreement. The agreements with CBS, FOX, NBC, ABC, and The CW are the most significant to our operations. The current terms of these agreements expire as discussed below:

 

Network

Affiliation

 

Expiration Date

CBS

 

49 agreements expire in June 2024.

NBC

 

35 agreements expire in December 2024.

The CW

 

Of the 28 agreements, 27 expire in August 2025 and one(1) expires in December 2026.

MNTV

 

15 agreements expire in August 2025.

FOX

 

Of the 42 agreements, 41 expire in August 2026 and one(1) expires in December 2024.

ABC

 

29 agreements expire in December 2026.

 

 

(1)
This affiliation agreement is owned by a station to which we provide sales and other services. We do not consolidate this station in our financial statements due to lack of a deemed controlling financial interest under U.S. GAAP.

 

Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the network with which it is affiliated. In exchange, the network receives affiliation fees from us and has the right to sell a substantial majority of the advertising time during these broadcasts. We expect the network affiliation agreements listed above to be renewed upon expiration.

 

Networks

We own, operate or have an ownership interest in the following:

 

Network / Entity

Network
Type

Description

% Owned by
Nexstar

U.S. TV
Households Reached
 (1)
(in millions)

% of
U.S. TV Households
 (1)

(Broadcast)

% of
Multi-channel Households
 (1)

(PayTV)

The CW Network

Broadcast

Fifth major broadcast network in the U.S.

75%

125

100%

--

NewsNation

PayTV

National cable news network

100%

69

--

92%

Antenna TV

Broadcast

Multicast entertainment network

100%

125

100%

--

REWIND TV

Broadcast

Multicast entertainment network

100%

66(2)

53%(2)

--

TV Food Network

PayTV

Food Network and Cooking Channel

31.3%

70 and 34

--

94% and 45%

(1)
Source: Nielsen, December 2023
(2)
Source: Internal estimates

The CW. The CW is one of America’s major broadcast networks and reaches 100% of US television households. The CW delivers 15 hours of primetime entertainment programming and three hours of children’s programming per week in addition to over 300 hours of sports per year as the broadcast home to LIV Golf, ACC football and basketball games, Inside the NFL, WWE NXT beginning in 2024 and NASCAR Xfinity Series beginning in 2025. For its smaller market affiliates, CWPlus supplements The CW programming with additional syndicated content to provide 24 hours of programming, seven days per week. The fully ad-supported CW App, with more than 100 million downloads to date, is available for free to consumers on all major platforms and is home to the latest episodes and seasons of The CW’s primetime programming, live streaming of LIV Golf tournaments and a library of entertaining film and television content for on-demand viewing.

NewsNation. NewsNation is a national cable news network which primarily delivers national news programming supplemented by quality television series. NewsNation is the fastest-growing national cable news network in primetime reaching 69 million television households across the United States. Validated by independent watchdog groups, NewsNation is America’s source for engaging and unbiased news, which reflects the full range of perspectives across the country. The network draws on the local and national expertise of Nexstar’s 6,000 journalists in 110 newsrooms across the country. NewsNation is available on every major cable and satellite provider, streaming platforms including YouTubeTV, Hulu, DirecTV Stream, FuboTV and Sling, online at www.newsnationnow.com, and on the NewsNationNow app available on Android and iOS.

Antenna TV and REWIND TV. Antenna TV and REWIND TV are multicast networks reaching 100% and over 50% of U.S. television households. The networks primarily air sitcom hits from the 1950s through the 1990s.

11


 

TV Food Network. We also hold a 31.3% interest in TV Food Network, which annually distributes significant cash flow to us. TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining. During 2023, we received cash distributions from TV Food Network totaling $270 million. Our partner in TV Food Network is Warner Bros. Discovery, Inc., which owns a 68.7% interest in TV Food Network and operates the networks on behalf of the partnership.

Digital Assets

Our digital businesses include video and display advertising platforms that are delivered locally or nationally through our own and various third-party websites, mobile and over-the-top (“OTT”) applications, other digital media solutions to media publishers and advertisers and a consumer product reviews platform. Our digital assets include 140 local websites, 278 mobile applications, 25 connected television applications, six free-ad supported television (“FAST”) channels representing content from our local television stations, The CW, NewsNation, The Hill, and BestReviews, and a suite of advertising solutions.

The Hill. The Hill is the nation’s leading digital-first political news brand and the definitive source for non-partisan political news and information. Inside the Beltway it’s known as an essential, agenda-setting read for lawmakers and influencers. Beyond the Capitol, millions of Americans turn to The Hill to decode how events in Washington will impact their communities and lives.

BestReviews. BestReviews is a leading consumer product recommendations company which simplifies the way consumers buy products and services across thousands of categories by independently researching, analyzing, and testing products and recommending the best picks. BestReviews monetizes its content through a revenue share model with its retail partners against all sales generated by BestReviews.

Operating Model

Our primary sources of revenue include contractual distribution revenue from retransmission consent and carriage agreements with MVPDs, such as cable and satellite providers, and OVDs, companies that provide video content through internet streaming either directly or via our network affiliation partners, as well as affiliation fees from local affiliates of The CW; the sale of commercial air time by the stations to local advertisers; the sale of commercial airtime by the stations and by our broadcast and cable networks to national advertisers; the sale of advertising on the stations’ websites, on our other owned or third party websites, and through mobile and OTT applications and other digital advertising solutions.

Our primary operating expenses include programming, newsgathering, production and promotion, employee salaries and benefits, sales commissions, digital cost of goods sold and content creation costs, and other administrative and corporate expenses. A large percentage of the costs involved in our operations is relatively fixed.

 

We seek to grow our revenue, net income, EBITDA and cash flow by continuing to provide high quality programming that attracts and engages audiences as our reach and consumer engagement are important to our distribution partners and advertisers. We use our industry-leading scale to assist us in securing distribution revenue streams, to provide advertisers with solutions across geographies and media types to engage both local and national audiences at scale and to leverage costs against a broader platform. In addition, we plan to continue to acquire or invest in businesses that can benefit from our scale, asset mix and record of management and cost discipline.

Distribution

We receive compensation from cable, satellite and other MVPDs and OVDs in return for our consent to the retransmission of the signals of our television stations and the carriage of NewsNation. Distribution revenues primarily represent payments from the MVPDs and OVDs and are typically based on the number of subscribers they have. Our successful negotiations related to these distribution agreements produce meaningful recurring revenue streams. We also generate distribution revenues from programmers who lease the use of our spectrum in selected local markets to air their content on our multicast streams.

 

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Advertising

Our advertising revenue is primarily derived from the sale of local and national advertising on our stations, networks, websites, apps and other digital platforms or via third party media.

Advertising revenue is positively affected by a strong economy. Conversely, declines in advertising budgets of advertisers, particularly in recessionary periods, adversely affect the broadcast industry and, as a result, may contribute to a decrease in our advertising revenue. In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties. 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.

Local advertising is sold by each station’s local sales staff who call upon advertising agencies and local businesses. Compared to revenue from national advertising accounts, revenue from local advertising is generally more stable and predictable. In 2023, national and political advertising was sold through third party national sales representative firms which call upon advertising agencies. Beginning in January 2024, our national advertising is sold through our national sales division. We continue to sell our political advertising inventory through third party national sales representative firms. Digital advertising that is not sold through our local and national sales teams is typically sold via programmatic exchanges.

Competition

Competition in the television industry takes place on several levels: competition for audience, competition for programming and competition for advertising.

Audience. We compete for audience based on program popularity. The popularity of our programming has an effect on the rates we can secure from our distributors and a direct effect on the advertising rates we can charge our advertisers. We compete against other broadcast television programming, cable and satellite television programming as well as the direct-to-consumer programming provided via a variety of streaming services, including some of the broadcast television networks with which our stations are affiliated. Other sources of competition for audience include the internet, gaming devices, home entertainment systems and video-on-demand. The CW, our broadcast television network, competes with other broadcast networks and other video programming for viewers and NewsNation, our growing national cable news network, competes with other established national news networks such as CNN, FOX News and MSNBC for viewers.

Programming. Our local television stations compete for syndicated programming from national program distributors or syndicators and compete to secure broadcast rights for regional and local sporting events. We compete against in-market broadcast station operators, cable networks and streaming services for exclusive access to this programming in our markets. In a different way, our local stations also compete with other stations in their markets to provide exclusive news stories and unique features such as investigative reporting and coverage of community events to their local audience. The CW competes against other broadcast television and cable networks as well as other video providers, such as direct-to-consumer streaming platforms for television content. NewsNation competes against other cable news networks for talent and stories.

Advertising. Our stations compete for advertising revenue with other television stations in their respective markets and other advertising media such as online media (e.g., Google, Meta, Tiktok, Snapchat, etc.), OVDs, MVPDs, radio stations, newspapers, outdoor advertising, and direct mail, among others. Competition for advertising dollars in the broadcasting industry occurs primarily within individual markets. Generally, a television broadcast station in a particular market does not compete with stations in other market areas. The CW also competes for advertising revenue with other broadcast networks and other distribution technologies. NewsNation also competes for advertising revenue with other advertising media and with other established national networks such as CNN, FOX News and MSNBC.

 

 

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Federal Regulation

Television broadcasting is subject to the jurisdiction of the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”). The following is a brief discussion of certain provisions of the Communications Act and the FCC’s regulations and policies that affect our operations. These rules are subject to change, which may affect our operations.

FCC Licenses, Renewals and Transfers

License Grant and Renewal. The Communications Act requires broadcast stations to operate under licenses issued by the FCC. Television broadcast licenses are granted for a maximum term of eight years and may be renewed upon application to the FCC. The FCC grants an application for license renewal if the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules and the licensee committed no other violations which, taken together, would constitute a pattern of abuse. A majority of renewal applications are routinely granted under this standard. We consistently have received renewals and approvals in the past and are permitted to continue operations when renewal is delayed; however, there are no assurances that this will be the case in the future.

Station Transfer. The Communications Act prohibits the assignment or the transfer of control of a broadcast station’s FCC license without prior FCC approval.

Foreign Ownership Restrictions

The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations, generally prohibiting more than 20% non-U.S. ownership (by vote and by equity) in a U.S. broadcast licensee or more than 25% indirect foreign ownership or control of such licensee through a parent company. The FCC will entertain and may authorize, on a case-by-case basis, proposals to exceed the 25% indirect foreign ownership limit in broadcast licensees.

 

Multiple Ownership Rules

 

The FCC multiple ownership rules restrict the number of television stations in which a single person or entity may have an “attributable interest.”

Ownership Attribution. For purposes of determining compliance with the multiple ownership rules, the FCC rules consider the “attributable interests” in a broadcast station licensee held by an individual or entity. The following are considered “attributable interests”: (i) for corporations, officership, directorship and voting stock interests of 5% or more (20% or more in the case of certain passive investors), (ii) for partnerships and limited liability companies, any limited partnership interest or limited liability company interest, unless properly “insulated” from involvement in the partnership’s media activities, and any general partnership interest, and (iii) more than 33% of a licensee’s total assets (defined as total debt plus total equity), if the holder of such interest also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules. If a shareholder of Nexstar holds a voting stock interest of 5% or more (20% or more in the case of certain passive investors), we must report that shareholder, its parent entities, and attributable individuals and entities of both, as attributable interest holders in Nexstar.

Local Television Multiple Ownership (Duopoly) Rule. Under the local television multiple ownership, or “duopoly,” rule, a single entity is allowed to own or have attributable interests in two television stations in a DMA if (i) the two stations do not have overlapping service areas, or (ii) at least one of the two stations is not ranked among the top four stations in the DMA in terms of audience share (subject to certain exceptions based on a case-by-case determination). The duopoly rule also allows the FCC to consider waivers to permit the ownership of a second station, where otherwise prohibited, where the second station has failed or is failing or unbuilt.

In certain markets, the Company owns and operates both full-power and low-power television (“LPTV”) broadcast stations. The FCC’s rules and policies regarding ownership of television stations in the same market and nationally generally apply only to full-power television stations. In 2023, the FCC extended the duopoly rule to prohibit, in certain circumstances, the acquisition of a network affiliation that would establish a “top four” combination involving a network-affiliated LPTV station or digital multicast stream.

National Television Multiple Ownership Rule. The FCC’s rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39%. When calculating a party’s nationwide aggregate audience coverage, the ownership of a UHF station is counted as 50% of a market’s percentage of total national audience. In December 2017, the FCC initiated a proceeding to broadly reexamine its national television ownership rule and the proceeding remains open.

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Local Service Agreements. The FCC applies the local television ownership limits to a non-owned station when the owner of a station in the same market provides more than 15% of the second station’s weekly broadcast programming. However, local marketing agreements entered into prior to November 5, 1996 (“grandfathered LMAs”) are exempt from this attribution rule until the FCC determines otherwise. This “grandfathering” is subject to possible extension or termination in a future FCC review. Nexstar is currently a party to certain grandfathered LMAs.

Under current FCC rules, joint sales agreement (“JSAs”) and shared services agreements (“SSAs”) between independently owned television stations that do not exceed the programming threshold noted above are non-attributable but must be publicly disclosed, and the FCC may in the future consider regulations with respect to such agreements. Nexstar is currently a party to certain JSA and SSA agreements whereby it provides services to independently owned stations.

Quadrennial Review of Media Ownership Rules. The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.” In December 2023, the FCC issued an order concluding its 2018 quadrennial review. The order retained the local television ownership rule without deregulatory changes while extending the rule to prohibit, in certain circumstances, the acquisition of a network affiliation that would establish a “top four” combination involving a network affiliated LPTV station or digital multicast stream. The FCC’s 2018 quadrennial review order is subject to appeal, and in addition, the 2022 quadrennial review is currently pending. Thus, the media ownership rules may be subject to change in response to current or future quadrennial reviews or other proceedings.

Distribution by Multichannel Video Programming Distributors (“MVPDs”) and Online Video Distributors (“OVDs”)

MVPD Carriage of Local Television Signals. Broadcasters may obtain carriage of their television stations’ signals on cable, satellite and other MVPDs through either mandatory carriage or through “retransmission consent.” Every three years all stations must formally elect either mandatory carriage (“must-carry” for cable distributors and “carry one-carry all” for satellite television providers) or retransmission consent. The next election must be made by October 1, 2026 and will be effective January 1, 2027. Mandatory carriage elections require that the MVPD carry one station programming stream and related data in the station’s local market, subject to limited exceptions. MVPDs do not pay a fee to stations that elect mandatory carriage. We and our partners have elected “retransmission consent” for all of our stations.

A broadcaster, like Nexstar, that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must negotiate terms for carriage of the station’s signal. If a broadcaster elects to negotiate retransmission terms, it is possible that the broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal. Pursuant to the FCC rules and federal statutory law all broadcasters and MVPDs must conduct retransmission consent negotiations in “good faith,” and a broadcaster may not undertake such negotiations for third parties including VIEs in markets where that broadcaster also owns a television station. MVPDs and broadcasters may file FCC complaints against each other for violations of the good faith negotiation rules, and such complaints have been filed against Nexstar in the past. We cannot predict the impact that any such complaints may have on our operations.

MVPDs have actively sought to change the regulations under which retransmission consent is negotiated before both the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations, and there are still-open FCC proceedings to review these regulations.

 

Certain OVDs stream broadcast programming over the internet. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs. The proceeding remains open.

Broadcast Transmission Standard (ATSC 3.0)

In November 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using a new broadcast television transmission standard developed by the Advanced Television Systems Committee, Inc., also referred to as “ATSC 3.0” or “NEXTGEN TV.” The ATSC 3.0 standard provides for a more efficient use of spectrum, which could enable us to provide additional services to consumers and businesses, including additional content, interactive television, signal encryption and data transmission services. Nexstar and its partners have adopted the ATSC 3.0 technology in their stations covering over 50% of U.S. television households.

 

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Because ATSC 3.0 is not compatible with existing television equipment, the FCC requires the stations which have adopted the ATSC 3.0 technology to continue broadcasting a substantially similar signal in the existing standard until the FCC phases out the requirement. In June 2023, the FCC issued a Third Report and Order and Fourth Further Notice of Proposed Rulemaking that extends the sunset for certain transition requirements from July 2023 to July 2027. In addition, in June 2020, the FCC adopted a Declaratory Ruling and Notice of Proposed Rulemaking declaring that local and national ownership restrictions do not apply to non-video services provided on a broadcaster’s ATSC 3.0 spectrum.

Other FCC Broadcast Regulations and Enforcement

The FCC continues to strictly enforce its regulations concerning indecency, sponsorship identification, political advertising, good faith retransmission consent negotiation, unauthorized assignments and transfers of control, multiple ownership, children’s television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters, antenna tower maintenance, and other matters. The FCC may impose substantial forfeitures or, in extreme cases, revoke licenses if it determines that its rules have been violated.

Human Capital Management

Values. Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the diversity of the communities in which we operate and provide services. We encourage every individual’s contribution and personal growth and foster work environments that provide personal pride through job satisfaction and a balanced life. We embrace the communities in which we operate and promote open communications, innovation and creativity.

Engagement and Opportunities. With markets ranging from small to large to national, we offer a broad range of opportunities for every experience level, including for those who are just starting their broadcasting career or are ready to move to a larger market or onto the national stage. Our market diversity allows us to give our employees room to grow and progress in their careers. Our management team supports a culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions. As of December 31, 2023, our voluntary retention rate for employees was approximately 82%.

Compensation and Benefits. We offer our employees a broad range of company-paid benefits and we believe our compensation package and benefits are competitive with others in our industry. Our employee wages are competitive and consistent with employee positions, experience, knowledge and location. Annual wage increases and incentive payments are based on merit and are communicated to employees as a part of the annual review process.

Diversity and Inclusion. We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. We encourage a culture of diversity and inclusion so our employees feel respected and do not feel discriminated against. To help us achieve our diversity goals, our Diversity and Inclusion Council, a ten-member group of rotating members, regularly meets and advises senior management on ideas and initiatives to help diverse and inclusive workplace, where diverse talent can flourish and build a career. In addition, we have five Employee Resource Groups in the categories of Latinx, Women, African American, Veterans and LGBTQ+ designed to bring together employees who share similar cultures, backgrounds, and/or interests, as well as those employees who wish to provide support to that group. In order to ensure accountability in making progress in our diversity goals, a portion of our managers’ bonuses are tied to diversity metrics in their markets.

As of December 31, 2023, approximately 41% and 30% of our employees and our management (Vice Presidents and above), respectively, were women. In the U.S., approximately 26% and 11% of our employees and our management, respectively, were racially/ethnically diverse. This compares to approximately 40% of the U.S. population which is racially/ethnically diverse (source: 2020 United States Census Bureau population).

 

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Training and Mentorship. We are committed to developing the talents of our employees and provide our employees workplace training. Our catalog of courses includes harassment prevention, diversity/equity/inclusion, ethics, managing bias, supervisor/manager skills, and health-related safety. In addition, we have a mentorship program that matches mentors and mentees across the company and provides the pairs with a 12-topic curriculum covering skills such as communications, networking, work/life balance, and goal setting. Selected Nexstar employees also participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar and media sales training program provided by The Center for Sales Strategy, a third-party vendor.

 

Safety and Health. We are committed to providing a safe and healthy workplace for our employees. All employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to work. Employees must immediately report accidents, injuries, and unsafe equipment, practices or conditions to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited and subject to disciplinary action up to and including termination of employment.

Employees. As of December 31, 2023, we had a total of 13,294 employees, comprised of 11,877 full-time and 1,417 part-time employees. As of December 31, 2023, 1,944 of our employees were covered by collective bargaining agreements. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our facilities. However, we cannot assure you that our collective bargaining agreements will be renewed in the future, or that we will not experience a prolonged labor dispute, which could have a material adverse effect on our business, financial condition or results of operations.

Community Outreach. We pride ourselves on the opportunities we provide for our employees to give back to their communities. At the local level, our stations are actively involved in over 1,775 community outreach initiatives in 2023. Nexstar and its partner stations work with local community groups to increase awareness, raise money and otherwise assist these local groups with their missions. Stations run promotions and air content related to the initiative and station employees participate in local events. On a companywide basis, Nexstar engages in a variety of initiatives as well, including, among others, partnering with Feeding America, the nation’s largest domestic hunger relief organization by providing air-time and financial support from 2021 – 2023; Project Roadblock, a national multiplatform program aimed at preventing drunk driving, by donating airtime and news coverage to the issue; and Remarkable Women, Nexstar’s own initiative to celebrate local women to inspire, lead and pave the way for other women to succeed, by airing content and contributing to the winners’ charitable organizations of her choice. In addition, since our 20th anniversary in June 2016 (with the exception of 2020), we organized an annual Founder’s Day of Caring, an employee-driven effort focused on local non-profits and charities. Across the country our employees take the day to contribute thousands of hours of community services. In 2023, our Founder’s Day initiatives provided nearly 17,500 hours of service in one day to the communities served by Nexstar TV stations.

 

Legal Proceedings

From time to time, we are involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations. See Note 16 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K, which is incorporated herein by reference.

 

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. The address for the SEC’s website is http://www.sec.gov. Due to the availability of our filings on the SEC website, we do not currently make available our filings on our internet website. Upon request, we will provide free copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings with the SEC. Requests can be sent to Nexstar Media Group, Inc., Attn: Investor Relations, 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Additional information about us, our stations and the stations we program or provide services to can be found on our website at http://www.nexstar.tv. We do not incorporate the information contained on or accessible through our corporate website into this Annual Report on Form 10-K.

 

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Item 1A. Risk Factors

You should carefully consider the risks described below and all of the information contained in this document. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. If any of those risks occur, the Company’s business, financial condition and results of operations could suffer. The risks discussed below also include forward-looking statements, and the Company’s actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” for further information.

 

Summary Risk Factors

 

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to:

Risks Related to Our Operations

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all;
Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all;
Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all;
Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control;
Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results;
Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition;
Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders;
We may not be able to generate sufficient cash flow to meet our debt service requirements;
We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses.
The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations;
The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies;
Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements;
Future impairment charges could adversely affect our operating results;
Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results;
We may face additional tax liabilities stemming from proposed and ongoing tax audits;
Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates;
Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results;

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Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline;
We may not be able to adequately protect the intellectual property and other proprietary rights that are material to our business; and
Cybersecurity risks could adversely affect our operating effectiveness and operating results.

 

Risks Related to Our Industry

Intense competition in the television industry and alternative forms of media could limit our growth and profitability;
New or changed federal statutes, legislation and regulations could significantly impact our operations or the television broadcasting industry as a whole; and
We are subject to foreign ownership limitations which limit foreign investments in us.

 

Risks Related to Tribune Publishing’s Spin-Off

Tribune may be required to pay substantial U.S. federal income taxes if the Tribune Publishing spin-off does not qualify as a tax-free distribution under Section 355 of the Internal Revenue Code;

 

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Risks Related to Our Operations

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all.

 

A significant portion of Nexstar’s revenue comes from its retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and OVDs. These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us. If we are unable to renegotiate these agreements on favorable terms, or at all, the failure to do so could have an adverse effect on our business, financial condition, and results of operations. In addition, occasionally these negotiations result in a temporary removal of our stations from the distributor’s service which disruption could have an adverse effect on our operating results.

Though we are typically able to renegotiate our retransmission consent agreements on favorable terms, the payments due to us under these agreements are customarily based on a price per subscriber of the applicable distributor. In the past several years, the number of subscribers to MVPDs has declined as the growth of direct internet streaming of video programming to televisions and mobile devices has led consumers to discontinue their cable or satellite service subscriptions. As our retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD subscribers increases, this could also have an adverse effect on our business revenues, financial condition and results of operations. Also, refer to “Risks Related to Our Industry—Intense competition in the television industry and alternative forms of media could limit our growth and profitability.”

Our affiliation agreements with the “Big 4” broadcast networks (ABC, CBS, NBC and FOX) include terms that limit our ability to grant retransmission consent rights to OVDs and other service providers that provide video streaming to consumers. As a result, the Big 4 networks generally negotiate directly with OVDs for carriage of their local affiliate stations, including certain of our stations. The terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on OVDs or may choose not to permit an OVD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and OVDs, and could have an adverse effect on our business, financial condition and results of operations.

Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all.

 

Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their network affiliations. All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2026. In order to renew certain of our affiliation agreements, we may be required to make increased payments to the networks and to accept other modifications of existing affiliation agreements. If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative sources of programming, which may be less attractive to our audiences and more expensive to obtain. In addition, a loss of a specific network affiliation for a station may affect our retransmission consent payments, resulting in us receiving less retransmission consent fees. Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances. For more information regarding these network affiliation agreements, see Item 1, “Business—Network Affiliations.”

 

Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all.

During the years ended December 31, 2023, 2022 and 2021, the Company’s revenues from two customers exceeded 10%. Each of these customers represented approximately 12% and 14% for 2023, 10% and 11% for 2022, and 12% and 13% for 2021, of the Company’s consolidated net revenues. The loss of or disruption in our relationship with one or more of our major customers could have a material adverse effect on our business, operating results, or financial condition. In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration.

 

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Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control.

We derive a significant amount of our revenue from the sale of television and digital advertising. Our ability to sell advertising time depends on numerous factors that may be beyond our control, including: the health of the economy; the popularity of our programming, including trust in news organizations; fluctuations in pricing for advertising; the activities of our competitors; and the amount of demand for political advertising in election years. Because businesses generally reduce their advertising budgets during economic recessions or downturns, our reliance upon advertising revenue makes our operating results susceptible to prevailing economic conditions. In addition, our programming may not attract sufficient targeted viewership, and we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenue to decline. Further, we and the programming providers upon which we rely may not be able to anticipate, and effectively react to, shifts in viewer tastes and interests in our markets.

In addition, the Company may experience a loss of advertising revenue and incur additional broadcasting expenses due to preemption of our regularly scheduled programming by network coverage of a major global news event such as a war or terrorist attack or by coverage of local disasters such as tornados and hurricanes.

 

Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results.

Our business is characterized generally by high fixed costs, primarily for debt service, broadcast rights and personnel. Other than commissions paid to our sales staff and outside sales agencies, our expenses do not vary significantly with an increase or decrease in advertising revenue. As a result, a relatively small change in advertising prices could have a disproportionate effect on our financial results. Accordingly, a minor shortfall in expected revenue could have a significant negative impact on our financial results.

Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition.

Historically, we achieved much of our growth through acquisitions. We intend to continue our growth by selectively pursuing acquisitions of businesses that leverage our platform, scale and capabilities. Some of our competitors may have greater financial or management resources with which to pursue acquisition targets. Therefore, even if we are successful in identifying attractive acquisition targets, we may face considerable competition and our acquisition strategy may not be successful.

Current and future changes to rules and policies of the FCC and other regulatory authorities which limit the ownership of television stations may also make it more difficult for us to acquire additional television stations. Additionally, our television acquisitions over the past several years have significantly increased our national audience reach to a level that is at the national television ownership limit imposed by the Communications Act and FCC rules. This may restrict our future television station acquisitions and may require us to divest current stations in connection with any acquisition in order to comply with the national television ownership limit. For more information see “Federal Regulation.”

There are a number of risks associated with growing our business through acquisitions. For example, with any past or future acquisition, there is the possibility that: we may not be able to manage the increased reporting and administrative demands; we may not be able to successfully reduce costs, increase revenue or audience or realize anticipated synergies and economies of scale with respect to any acquired business; we may not be able to generate adequate returns on our acquisitions or investments; we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies; an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities; our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; we may experience difficulties integrating operations and systems, as well as company policies and cultures; we may be unable to retain and grow relationships with the acquired company’s key customers; we may fail to retain and assimilate employees of the acquired business; and problems may arise in entering new markets in which we have little or no experience. The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition.

 

 

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Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders.

As of December 31, 2023, the Company had $6.8 billion of debt, which represented 74.8% of the total combined capitalization. Of the Company’s $6.8 billion of debt, $4.1 billion is floating rate debt for which the Company pays interest based on a spread to current SOFR rates. As SOFR has increased, the Company’s interest expense has also increased, reducing the amount of cash flow from operations the Company has available to reinvest in its operations, make acquisitions or return to shareholders. The Company’s high level of debt could have other important consequences for its business, including: limiting the Company’s ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting the Company’s flexibility to plan for and react to changes in its business and its industry; and impairing our ability to withstand a general downturn in our business and place us at a disadvantage compared to our competitors that are less leveraged. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature.

The terms of the Company’s debt instruments contain various maintenance or other restrictive covenants customary for arrangements of these types. The restrictive covenants restrict our ability to, among other things incur additional debt and issue preferred stock; pay dividends and make other distributions; make investments and other restricted payments; make acquisitions; merge, consolidate or transfer all or substantially all of our assets; enter into sale and leaseback transactions; create liens; sell assets or stock of our subsidiaries; and enter into transactions with affiliates. Nexstar’s senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. Future financing agreements may contain similar, or even more restrictive, provisions and covenants. Because of these restrictions and covenants, management’s ability to operate our business at its discretion is limited, and we may be unable to compete effectively, pursue acquisitions or take advantage of new business opportunities, any of which could harm our business.

If we fail to comply with the restrictions in present or future financing agreements, a default may occur. A default could allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow creditors to foreclose on any collateral securing such debt.

The Company could also incur additional debt in the future. The terms of the Company’s senior secured credit facilities, as well as the indentures governing Nexstar’s senior unsecured notes, limit, but do not prohibit the Company from incurring substantial amounts of additional debt. To the extent the Company incurs additional debt, it would become even more susceptible to the leverage-related risks described above.

 

We may not be able to generate sufficient cash flow to meet our debt service requirements.

The Company’s ability to service its debt depends on its ability to generate the necessary cash flow. Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company’s control. The Company cannot assure you that its business will generate cash flow from operations, that future borrowings will be available to the Company under its current or any replacement credit facilities, or that it will be able to complete any necessary financings, in amounts sufficient to enable the Company to fund its operations or pay its debts and other obligations, or to fund its liquidity needs. If the Company is not able to generate sufficient cash flow to service its debt obligations, it may need to refinance or restructure its debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional financing may not be available in sufficient amounts, at times or on terms acceptable to the Company, or at all. If the Company is unable to meet its debt service obligations, its lenders may determine to stop making loans to the Company, and/or the Company’s lenders or other holders of its debt could accelerate and declare due all outstanding obligations under the respective agreements, all of which could have a material adverse effect on the Company.

 

We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses.

The FCC generally grants an application for license renewal if, during the preceding term, the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse. While a majority of renewal applications are routinely granted under this standard, if we fail to meet this standard the FCC may condition or shorten renewal or, in a worst case, deny a station’s license renewal application, resulting in termination of the station’s authority to broadcast. The Company expects the FCC to grant pending and future renewal applications for its stations in due course but cannot provide any assurances that the FCC will do so. See “Federal Regulation—FCC Licenses, Renewals and Transfers.”

 

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The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations.

We have significant investments in businesses (primarily our 31.3% interest in TV Food Network) that we account for under the equity method of accounting. For the year ended December 31, 2023, our income from equity investments from TV Food Network was $177 million and we received cash distributions of $270 million. If the change in earnings and distributions from our equity investments are material in any year, those changes may have a material effect on our net income, cash flows, financial condition and liquidity. We do not control the day-to-day operations of our equity method investments or have the ability to cause them to pay dividends or make other payments or advances to their stockholders, including us, and thus the management of these businesses could impact our results of operations and cash flows. Additionally, these businesses are subject to laws, regulations, market conditions and other risks inherent in their operations. Any of these factors could adversely impact our results of operations, our cash flows and the value of our investment.

 

In addition, we rely on a number of third parties service providers, including software providers and large technology companies, to enable or perform many core business operations, some of which are specialized services provided by small companies. If these providers are unable to meet our needs or change the way they perform their services, we could be adversely affected.

The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies.

We believe that our success depends upon our ability to retain the services of Perry A. Sook, our founder and Chief Executive Officer. Mr. Sook has been instrumental in determining our strategic direction and focus. The loss of Mr. Sook’s services could adversely affect our ability to manage effectively our overall operations and successfully execute current or future business strategies. On August 1, 2022, we extended Mr. Sook’s appointment as our Chief Executive Officer through March 31, 2026, with automatic renewal for successive one-year periods.

Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements.

The VIEs are each 100% owned by independent third parties. We have entered into local service agreements with the VIEs, pursuant to which we provide services to their stations. In return for the services we provide, we receive substantially all of the consolidated VIEs’ available cash, after satisfaction of their operating costs and any debt obligations. In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs’ (Mission) senior secured credit facility in the event of default. See “Stations.”

In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations. As a result, the VIEs’ boards of directors and officers can make decisions with which we disagree and which could reduce the cash flow generated by these stations and, as a consequence, the amounts we receive under our local service agreements with the VIEs.

Future impairment charges could adversely affect our operating results.

As of December 31, 2023, $8.0 billion, or 66.2%, of the Company’s combined total assets consisted of goodwill and intangible assets, including FCC licenses and network affiliation agreements. During the fourth quarter of 2023, Nexstar recorded a $35 million impairment of goodwill and finite-lived intangible assets attributable to a digital business. The Company regularly tests its goodwill and other intangible assets for impairment. If the carrying amount of goodwill and intangible assets is revised downward due to impairment, such non-cash charge could materially affect the Company’s financial position and results of operations. See “Critical Accounting Estimates—Valuation of Goodwill and Intangible Assets.”

 

 

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Changes in deferred tax assets or valuation allowances as a result of tax law changes could affect our operating results.

 

The Company currently has significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods. Based on our assessment of the Company’s deferred tax assets, we determined that as of December 31, 2023, based on projected future income, approximately $185 million of the Company’s deferred tax assets, net of valuation allowance, primarily related to NOLs attributable to a consolidated VIE, will more likely than not be realized in the future. Should we determine in the future that these assets will not be realized, the Company will be required to record a valuation allowance in connection with these deferred tax assets and the Company’s operating results would be adversely affected in the period such determination is made. In addition, tax law changes could negatively impact the Company’s deferred tax assets. See “Critical Accounting Estimates—Income Taxes.”

We may face additional tax liabilities stemming from proposed and ongoing tax audits.

 

While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction of Tribune Media Company (“Tribune”) are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question. Specifically, we may be faced with additional tax liabilities as a result of our acquisition of Tribune for the transactions contemplated by an agreement, dated August 21, 2009, between Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs Transactions”). We may also be faced with tax liabilities as a result of the federal income tax audits of Tribune for taxable years 2014 and 2015.

 

On June 28, 2016, the IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $182 million tax and a $73 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through December 31, 2023 would be approximately $191 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below).

 

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

 

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

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

 

As of December 31, 2023, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

 

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Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audit of Tribune and issued a Revenue Agent’s Report which disallowed the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012. We disagree with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and we are contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $16 million increase in its federal and state taxes payable and a $70 million increase in deferred income tax liability as of December 31, 2023. In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2023 and December 31, 2022.

 

Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates.

 

Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. As of December 31, 2023, the pension benefit obligations for these qualified retirement plans were $1.7 billion. The qualified retirement plans also had $1.5 billion in total net assets available, or underfunded by approximately $171 million, to pay benefits to participants enrolled in the plans as of December 31, 2023. Nexstar was not required and did not make contributions to its qualified pension benefit plans in 2023.

 

Nexstar also has non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 2023, Nexstar contributed $4 million to these plans. As of December 31, 2023, the total liability was $40 million. Nexstar also has various retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees. Although Nexstar has frozen participation and benefits under all plans, two significant elements in determining the pension expense or credit are the expected return on plan assets and the discount rate used in projecting obligations. Large declines in the stock market and lower discount rates increase the expense and may necessitate higher cash contributions to the qualified retirement plans.

Adverse results from litigation or governmental investigations involving us can impact our business practices and operating results.

We are party to various litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations may result in significant monetary damages or injunctive relief that may adversely affect our operating results or financial condition as well as our ability to conduct our businesses as they are presently being conducted.

 

Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline.

 

Our common stockholders are only entitled to receive the dividends declared by our board of directors. Our board of directors declared in 2023 a total cash dividend of $5.40 per share (in equal quarterly installments of $1.35 per share) to the outstanding shares of our common stock. In January 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share beginning with the dividend declared in the first quarter of 2024. We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy. However, future cash dividends, if any, will be at the discretion of our board of directors and can be changed or discontinued at any time. Dividend determinations (including the amount of the cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. In addition, the Company’s senior secured credit facilities and the indentures governing our existing notes limit our ability to pay dividends. Given these considerations, our board of directors may increase or decrease the amount of the dividend at any time and may also decide to suspend or discontinue the payment of cash dividends in the future.

 

We engage in share repurchases of our common stock from time to time in accordance with authorizations from our board of directors. Our repurchase program does not have an expiration date and does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. Further, our share repurchases could affect our share trading prices or increase their volatility and may be suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock.

 

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We may not be able to adequately protect the intellectual property and other proprietary rights that are material to our business, or to defend successfully against intellectual property infringement claims by third parties.

 

Our business relies on a combination of patented and patent-pending technology, trademarks, trade names, copyrights, and other proprietary rights, as well as contractual arrangements, including licenses, to establish and protect its technology, intellectual property and brand names. We believe our proprietary technology, trademarks and other intellectual property rights are important to our continued success and our competitive position. Any impairment of any such intellectual property or brands could adversely impact the results of our operations or financial condition.

 

We seek to limit the threat of content piracy; however, policing unauthorized use of our broadcasts, products and services and related intellectual property is often difficult and the steps taken by us may not in every case prevent infringement by unauthorized third parties. Developments in technology increase the threat of content piracy by making it easier to duplicate and widely distribute pirated material. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights and proprietary technology may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary technology, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party’s intellectual property rights. Protection of our intellectual property rights is dependent on the scope and duration of our rights as defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from intellectual property may decrease, or the cost of obtaining and maintaining rights may increase. There can be no assurance that our efforts to enforce our rights and protect our products, services and intellectual property will be successful in preventing content piracy.

 

Furthermore, any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. The terms of any settlement or judgment may require us to pay substantial amounts to the other party or cease exercising our rights in such intellectual property. In addition, we may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms, or at all. Our business, financial condition or results of operations may be adversely affected as a result.

 

Cybersecurity risks could adversely affect the Company’s operating effectiveness and operating results.

 

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events. While we have not experienced cybersecurity incidents that materially impacted our operating results and financial condition, it is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The changes in our work environment as a result of health-related events and the subsequent transition to increased remote work could also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly. The adoption of some third-party services designed to enable remote work also may introduce additional security risks. We may face additional cyber-attacks as threat actors use supply chain or third-party attacks as a method for penetrating our computer systems. The possible consequences of such an attack include but are not limited to loss of data, damage to the Company’s reputation, interruptions to our operations, and/or the need to pay ransom. The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence.

 

 

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Risks Related to Our Industry

 

Intense competition in the television industry and alternative forms of media could limit our growth and profitability.

As a television broadcasting company, we face a significant level of competition, both directly and indirectly. We compete for our audience against other video services in addition to all the other leisure activities in which one could choose to engage rather than watch television.

Many of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory developments. Technological innovation and the resulting proliferation of television entertainment, such as streaming video, cable television, wireless cable, satellite-to-home distribution services, home video and entertainment systems and the internet have fractionalized television viewing audiences and have subjected television broadcast networks, cable networks and television stations to increased competition and declining viewership. In recent years, demand for television advertising has been declining and demand for advertising in alternative media has been increasing, and we expect this trend to continue. We may not be able to compete effectively or adjust our business plans to meet changing market conditions. Also, refer to “Risks Related to Our Industry––Intense competition in the television industry and alternative forms of media could limit our growth and profitability.”

New or changed federal statutes, legislation and regulations or changes in the application of existing regulations could significantly impact our operations or the television broadcasting industry as a whole.

The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for “good faith” retransmission consent negotiations; whether to broaden the definition of “MVPD” to include online video programming distributors; and the appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated a review of the broadcast ownership rules. In addition, changes in FCC and DOJ/FTC rules around owning or providing services to multiple stations in a local market, or other rules, could adversely impact us. The FCC also may decide to initiate other new rule-making proceedings on its own or in response to requests from outside parties, any of which might impact our business or operations. The U.S. Congress may also act to amend the Communications Act in a manner that could impact our stations and the stations we provide services to or the television broadcast industry in general. For more information about the regulations that we are subject to see—“Federal Regulation.”

We are subject to foreign ownership limitations which limit foreign investments in us.

The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations. Under these restrictions, the holder of a U.S. broadcast license may have no more than 20% non-U.S. ownership (by vote and by equity). The Communications Act prohibits more than 25% indirect foreign ownership or control of a licensee through a parent company if the FCC determines the public interest will be served by enforcement of such restriction. The FCC has interpreted this provision to require an affirmative public interest showing before indirect foreign ownership of a broadcast licensee may exceed 25%. Therefore, certain investors may be prevented from investing in us if our foreign ownership is at or near the FCC limits.


 

 

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Risks Related to Tribune Publishing’s Spin-Off

 

If the Tribune Publishing Company (“Tribune Publishing”) spin-off does not qualify as a tax-free distribution under Section 355 of the Code, including as a result of subsequent acquisitions of stock of Tribune or Tribune Publishing, then Tribune may be required to pay substantial U.S. federal income taxes.

 

On August 4, 2014, Tribune completed a separation transaction, resulting in the spin-off of the assets (other than owned real estate and certain other assets) and certain liabilities of the businesses primarily related to Tribune’s then principal publishing operations through a tax-free, pro rata dividend to its stockholders and warrant holders of 98.5% of the shares of common stock of Tribune Publishing. At that time, Tribune retained 1.5% of the outstanding common stock of Tribune Publishing. The publishing operations consisted of newspaper publishing and local news and information gathering functions that operated daily newspapers and related websites, as well as a number of ancillary businesses that leveraged certain of the assets of those businesses. As a result of the completion of the spin-off, Tribune Publishing operates the publishing business as an independent, publicly-traded company. On January 31, 2017, Tribune sold its remaining Tribune Publishing shares.

In connection with the Tribune Publishing spin-off, Tribune received a private letter ruling (the “IRS Ruling”) from the IRS to the effect that the distribution and certain related transactions qualified as tax-free to Tribune, its then stockholders and warrant holders and Tribune Publishing for U.S. federal income tax purposes. Although a private letter ruling from the IRS generally is binding on the IRS, the IRS Ruling did not rule that the distribution satisfies every requirement for a tax-free distribution, and the parties have relied on the opinion of special tax counsel, Debevoise & Plimpton LLP, to the effect that the distribution and certain related transactions qualified as tax-free to Tribune and its then stockholders and warrant holders. The opinion of the special tax counsel relied on the IRS Ruling as to matters covered by it.

 

The IRS Ruling and the opinion of the special tax counsel were based on, among other things, certain representations and assumptions as to factual matters made by Tribune and certain of its then stockholders. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the IRS Ruling or the opinion of the special tax counsel. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the IRS Ruling and the opinion of the special tax counsel were based on the current law then in effect, and cannot be relied upon if current law changes with retroactive effect. If the Tribune Publishing spin-off is ultimately determined not to be tax-free, we could be liable for the U.S. federal and state income taxes imposed as a result of the transaction. Furthermore, events subsequent to the distribution could cause us to recognize a taxable gain in connection therewith. Although Tribune Publishing is required to indemnify us against taxes on the distribution that arise after the distribution as a result of actions or failures to act by Tribune Publishing or any member thereof, Tribune Publishing’s failure to meet such obligations and our administrative and legal costs in enforcing such obligations may have a material adverse effect on our financial condition.

 

 

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Item 1B. Unresolved Staff Comments

None.

 

Item 1C. Cybersecurity

Cybersecurity Governance, Risk Management and Strategy

 

In the current digital environment, companies like ours may be the target of cyber-attacks or other malicious efforts to cause a cyber incident. These cyber incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The possible consequences of such an attack include but are not limited to loss of data, damage to the Company’s reputation, interruptions to our operations, and/or the need to pay ransom. Historically, we have not experienced cybersecurity incidents that materially impacted our business strategy, operating results and financial condition but we cannot guarantee a future cybersecurity incident would not materially impact us.

 

We recognize the importance of maintaining the confidence and trust of our customers, suppliers, employees, audience, and communities by maintaining our data and information security. In managing our cyber risk, we utilize the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Framework”) issued by the U.S. government as a guideline to manage our cybersecurity-related risk. In addition, we have established security control requirements for our third party vendors based on global standards.

 

Our day-to-day cybersecurity efforts are led operationally by our Chief Technology and Digital Officer and Senior Vice President, Technology who have over 10 and 25 years, respectively, of networking and information technology management or executive experience, and oversee a team of in-house cybersecurity specialists. Our Cybersecurity Committee, comprised of representatives from key management groups including accounting, finance, legal, internal audit, and information technology, also supports our cybersecurity efforts. The Cybersecurity Committee consults with representatives from senior management and retains third-party contractors as needed. The role of the Cybersecurity Committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cybersecurity policies and procedures, and implement enhancements to our cybersecurity infrastructure. The Cybersecurity Committee meets monthly, or more regularly as necessary, and ensures that senior management, and ultimately, the Board, is given the information required to manage and exercise proper oversight over cybersecurity risks and ensure that escalation procedures are followed in the event of a cybersecurity incident.

As part of its role as independent oversight of the key risks facing Nexstar, the Board itself and through its Audit Committee devotes regular and thorough attention to our cybersecurity risk. The Audit Committee receives quarterly (or more frequent as necessary) reports from senior financial executives and Nexstar’s Chief Technology and Digital Officer to evaluate cybersecurity and data risks. Such reporting includes updates on the Company’s cybersecurity program, the external threat environment, and the Company’s programs to address and mitigate the risks associated with the evolving cybersecurity threat landscape. In accordance with our Cyber Incident Response Plan, the Audit Committee is promptly informed of any cybersecurity incidents that could potentially materially adversely affect the Company or its information systems and is regularly updated about incidents with lesser impact potential. The Audit Committee and management regularly brief the full Board on these matters as well.

 

For additional discussion of certain risks associated with cybersecurity, see “Risk Factors” under the heading “Cybersecurity risks could affect the Company’s operating effectiveness.”

 

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Item 2. Properties

We have office space for our corporate headquarters in Irving, TX, which is leased through 2033. Each of our markets has facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 53% of our office and studio locations and approximately 55% of our tower and transmitter locations. The remaining properties that we utilize in our operations are leased. We consider all of our properties, together with equipment contained therein, to be adequate for our present needs. We continually evaluate our future needs and from time to time will undertake significant projects to replace or upgrade facilities.

While none of our owned or leased properties is individually material to our operations, if we were required to relocate any towers, the cost could be significant. This is because the number of sites in any geographic area that permit a tower of reasonable height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation Administration and FCC regulations, limit the number of alternative locations or increase the cost of acquiring them for tower sites. See Item 1, “Business—The Stations” for a complete list of stations by market.

 

The information set forth under Note 16 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see “Risk Factors” above.

Item 4. Mine Safety Disclosures

None.

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Prices; Record Holders and Dividends

Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.”

As of February 27, 2024, there were approximately 180,000 shareholders of record of our common stock, including shares held in nominee names by brokers and other institutions.

Pursuant to our current dividend policy, our board of directors declared in 2023, 2022 and 2021 total annual cash dividends of $5.40 per share, $3.60 per share and $2.80 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments.

On January 26, 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share of outstanding common stock beginning with the first quarter of 2024. Dividend determinations will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. Additionally, the Company’s senior secured credit facilities and the indentures governing Nexstar’s existing notes limit our ability to pay dividends. Given these considerations, our board of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the payment of cash dividends in the future.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following is a summary of Nexstar’s repurchases of its common stock by month during the fourth quarter of 2023 (in millions, except for share and per share information):

 

 

 

 

 

 

 

 

 

Total Number of Shares

 

 

Approximate Dollar Value

 

 

 

 

 

 

 

 

 

Purchased as Part of

 

 

of Shares That May Yet Be

 

 

 

Total Number

 

 

Average Price

 

 

Publicly Announced

 

 

Purchased Under the

 

 

 

of Shares Purchased

 

 

Paid per Share

 

 

Plans or Programs

 

 

Plans or Programs

 

October 4 ̶ 25, 2023

 

 

267,321

 

 

$

140.27

 

 

 

267,321

 

 

$

706

 

November 15 ̶ 30, 2023

 

 

132,390

 

 

$

148.18

 

 

 

132,390

 

 

 

687

 

December 1 ̶ 29, 2023

 

 

229,758

 

 

$

149.01

 

 

 

229,758

 

 

 

652

 

 

 

 

629,469

 

 

$

145.13

 

 

 

629,469

 

 

 

 

On July 27, 2022, our board of directors approved a new share repurchase program authorizing the Company to repurchase up to an additional $1.5 billion of its common stock, of which $1.258 billion remained available as of December 31, 2022. During the year ended December 31, 2023, Nexstar repurchased a total of 3,782,104 shares of its common stock for $605 million, funded by cash on hand, which were accounted for as treasury stock. As of December 31, 2023, the remaining available amount under the share repurchase authorization was $652 million.