10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)
545 E. John Carpenter Freeway, Suite 700, Irving, Texas	75062
(Address of Principal Executive Offices)	(Zip Code)

(972) 373-8800

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☒    No  ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
(Do not check if a smaller reporting company)
Emerging growth company	☐

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

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

As of November 6, 2017, the registrant had 45,566,127 shares of Class A Common Stock outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016	2
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2017	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	4
	Notes to Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	52
ITEM 4.	Controls and Procedures	52
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	53
ITEM 1A.	Risk Factors	53
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
ITEM 3.	Defaults Upon Senior Securities	53
ITEM 4.	Mine Safety Disclosures	53
ITEM 5.	Other Information	53
ITEM 6.	Exhibits	54

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share information, unaudited)

	September 30,			December 31,
	2017			2016
ASSETS
Current assets:
Cash and cash equivalents	$	135,801		$	87,680
Accounts receivable, net of allowance for doubtful accounts of $7,965 and $5,805, respectively		518,542			218,058
Spectrum asset		340,688			-
Restricted cash		-			26,719
Prepaid expenses and other current assets		34,388			30,760
Total current assets		1,029,419			363,217
Property and equipment, net		738,222			276,153
Goodwill		2,146,797			473,304
FCC licenses		1,813,037			542,524
Other intangible assets, net		1,574,710			324,737
Restricted cash		-			901,080
Other noncurrent assets, net		202,393			85,070
Total assets(1)	$	7,504,578		$	2,966,085
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of debt	$	103,386		$	28,093
Current portion of broadcast rights payable		18,431			16,512
Accounts payable		61,096			19,754
Accrued expenses		189,694			71,315
Interest payable		28,253			44,190
Liability to surrender spectrum		348,645			-
Other current liabilities		15,218			9,714
Total current liabilities		764,723			189,578
Debt		4,286,622			2,314,326
Deferred tax liabilities		901,320			132,008
Other noncurrent liabilities		353,450			45,819
Total liabilities(1)		6,306,115			2,681,731
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each   of September 30, 2017 and December 31, 2016		-			-
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued,   45,556,127 shares outstanding as of September 30, 2017 and 31,621,369 shares issued, 30,744,625 shares   outstanding as of December 31, 2016		473			316
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding   at each of September 30, 2017 and December 31, 2016		-			-
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and   outstanding at each of September 30, 2017 and December 31, 2016		-			-
Additional paid-in capital		1,370,686			386,921
Accumulated deficit		(78,958	)		(176,583	)
Treasury stock - at cost; 1,735,336 and 876,744 shares at September 30, 2017 and December 31, 2016,   respectively		(103,228	)		(41,513	)
Total Nexstar Media Group, Inc. stockholders' equity		1,188,973			169,141
Noncontrolling interests in consolidated variable interest entities		9,490			115,213
Total stockholders' equity		1,198,463			284,354
Total liabilities and stockholders' equity	$	7,504,578		$	2,966,085

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

(1) The consolidated total assets as of September 30, 2017 and December 31, 2016 include certain assets held by consolidated VIEs of $450.1 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of September 30, 2017 and December 31, 2016 include certain liabilities of consolidated VIEs of $85.3 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

1

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Net revenue	$	611,870		$	275,659		$	1,778,302		$	793,311
Operating expenses:
Direct operating expenses, excluding depreciation and amortization		257,656			100,744			728,995			283,802
Selling, general, and administrative expenses, excluding depreciation and amortization		137,308			63,602			455,895			197,539
Amortization of broadcast rights		27,869			14,034			78,022			44,060
Amortization of intangible assets		33,986			11,505			120,701			34,903
Depreciation		25,979			12,877			74,497			38,174
Gain on disposal of stations, net		-			-			(57,716	)		-
Total operating expenses		482,798			202,762			1,400,394			598,478
Income from operations		129,072			72,897			377,908			194,833
Interest expense, net		(53,605	)		(29,622	)		(188,527	)		(70,853	)
Loss on extinguishment of debt		(1,221	)		-			(34,348	)		-
Other expenses		(161	)		(126	)		(1,168	)		(409	)
Income before income taxes		74,085			43,149			153,865			123,571
Income tax expense		(32,013	)		(17,533	)		(58,394	)		(50,882	)
Net income		42,072			25,616			95,471			72,689
Net loss (income) attributable to noncontrolling interests		4,403			(817	)		1,045			(1,634	)
Net income attributable to Nexstar Media Group, Inc.	$	46,475		$	24,799		$	96,516		$	71,055
Net income per common share attributable to Nexstar Media Group, Inc.:
Basic	$	1.01		$	0.81		$	2.11		$	2.32
Diluted	$	0.98		$	0.78		$	2.05		$	2.25
Weighted average number of common shares outstanding:
Basic		46,107			30,695			45,753			30,678
Diluted		47,452			31,698			47,029			31,619
Dividends declared per common share	$	0.30		$	0.24		$	0.90		$	0.72

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

2

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2017

(in thousands, except share information, unaudited)

																													Noncontrolling
																													interests in
					Common Stock												Additional												consolidated			Total
	Preferred Stock				Class A				Class B				Class C				Paid-In			Accumulated			Treasury Stock						variable			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Shares			Amount			interestentities			Equity
BalancesasofDecember31,2016		-	$	-		31,621,369	$	316		-	$	-		-	$	-	$	386,921		$	(176,583	)		(876,744	)	$	(41,513	)	$	115,213		$	284,354
Adjustment to adopt ASU 2016-16		-		-		-		-		-		-		-		-		-			764			-			-			-			764
Issuance/reissuance of stock in   connection with the Merger		-		-		15,670,094		157		-		-		-		-		1,007,956			-			560,316			23,330			-			1,031,443
Stock option replacement awards in   connection with the Merger		-		-		-		-		-		-		-		-		10,702			-			-			-			-			10,702
Purchase of treasury stock		-		-		-		-		-		-		-		-		-			-			(1,689,132	)		(99,008	)		-			(99,008	)
Stock-based compensation expense		-		-		-		-		-		-		-		-		17,512			-			-			-			-			17,512
Vestingofrestrictedstockunitsand   exercise of stock options		-		-		-		-		-		-		-		-		(10,273	)		-			270,224			13,963			-			3,690
Commonstockdividendsdeclared		-		-		-		-		-		-		-		-		(42,132	)		-			-			-			-			(42,132	)
Purchase of noncontrolling interests   from variable interest entities		-		-		-		-		-		-		-		-		-			-			-			-			(108,694	)		(108,694	)
Consolidation of variable   interest entities		-		-		-		-		-		-		-		-		-			-			-			-			7,600			7,600
Deconsolidation of a variable   interest entity		-		-		-		-		-		-		-		-		-			345			-			-			(4,000	)		(3,655	)
Contribution from a   noncontrolling interest		-		-		-		-		-		-		-		-		-			-			-			-			659			659
Distribution to a noncontrolling   interest		-		-		-		-		-		-		-		-		-			-			-			-			(243	)		(243	)
Net income (loss)		-		-		-		-		-		-		-		-		-			96,516			-			-			(1,045	)		95,471
Balances as of September 30, 2017		-	$	-		47,291,463	$	473		-	$	-		-	$	-	$	1,370,686		$	(78,958	)		(1,735,336	)	$	(103,228	)	$	9,490		$	1,198,463

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

3

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net income	$	95,471		$	72,689
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debt		6,152			2,250
Amortization of broadcast rights, excluding barter		47,099			17,075
Depreciation of property and equipment		74,497			38,174
Amortization of intangible assets		120,701			34,903
Gain on asset disposal, net		(56,220	)		(518	)
Amortization of debt financing costs and debt discounts		7,809			3,394
Loss on extinguishment of debt		34,348			-
Stock-based compensation expense		17,512			9,002
Deferred income taxes		10,455			30,150
Payments for broadcast rights		(46,370	)		(17,242	)
Other noncash		(1,239	)		(1,207	)
Change in the fair value of contingent consideration		-			3,483
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		(6,242	)		(22,845	)
Prepaid expenses and other current assets		28,907			(20,387	)
Other noncurrent assets		454			(132	)
Accounts payable, accrued expenses and other current liabilities		(29,194	)		14,737
Taxes payable		(178,528	)		(48	)
Interest payable		(28,731	)		13,812
Other noncurrent liabilities		(6,103	)		(868	)
Net cash provided by operating activities		90,778			176,422
Cash flows from investing activities:
Purchases of property and equipment		(48,846	)		(25,642	)
Payments for acquisitions, net of cash acquired		(2,971,194	)		(103,970	)
Withdrawal of interest previously deposited in escrow		5,063			-
Proceeds from sale of stations		481,944			-
Proceeds received to relinquish spectrum		478,608			-
Proceeds from disposals of property and equipment		16,449			585
Net cash used in investing activities		(2,037,976	)		(129,027	)
Cash flows from financing activities:
Proceeds from long-term debt		4,433,981			58,000
Repayments of long-term debt		(1,891,750	)		(73,115	)
Premium paid on debt extinguishment		(18,050	)		-
Payments for debt financing costs		(52,039	)		(19,282	)
Contribution from (distributions to) a noncontrolling interest, net		416			(643	)
Purchase of treasury stock		(99,008	)		-
Proceeds from exercise of stock options		3,863			387
Common stock dividends paid		(42,132	)		(22,078	)
Purchase of noncontrolling interests		(66,901	)		(100	)
Payments for contingent consideration in connection with acquisitions		(263,647	)		(2,000	)
Cash paid for shares withheld for taxes		(4,031	)		-
Payments for capital lease obligations		(5,383	)		(2,724	)
Net cash provided by (used in) financing activities		1,995,319			(61,555	)
Net increase (decrease) in cash and cash equivalents		48,121			(14,160	)
Cash and cash equivalents at beginning of period		87,680			43,416
Cash and cash equivalents at end of period	$	135,801		$	29,256
Supplemental information:
Interest paid	$	175,000		$	68,111
Income taxes paid, net of refunds	$	221,257		$	27,405
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	1,594		$	653
Noncash purchases of property and equipment	$	19,058		$	737
Accrued debt financing costs	$	-		$	798
Proceeds from the issuance of debt directly deposited into escrow	$	-		$	900,402
Consolidation of variable interest entities	$	-		$	108,543
Debt assumed in connection with the Merger	$	434,269		$	-
Issuance/reissuance of Class A Common Stock in connection with the Merger	$	1,031,443		$	-
Stock option replacement awards in connection with the Merger	$	10,702		$	-
Contingent consideration payable in connection with the Merger	$	13,616		$	-

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

4

NEXSTAR MEDIA GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization and Business Operations

As of September 30, 2017, Nexstar Media Group, Inc. and its wholly-owned subsidiaries (“Nexstar”) owned, operated, programmed or provided sales and other services to 170 full power television stations, including those owned by variable interest entities (“VIEs”), in 100 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV, and other broadcast television networks. Through various local service agreements, Nexstar provided sales, programming, and other services to 36 full power television stations owned and/or operated by independent third parties.

On January 17, 2017, Nexstar completed its merger (the “Merger”) with Media General, Inc., a Virginia corporation (“Media General”), whereby Nexstar acquired the latter’s outstanding equity in exchange for cash and stock, plus additional consideration in the form of a non-tradeable contingent value right (“CVR”). As a result of the Merger, Nexstar acquired 71 full power stations (net of seven stations divested) in 42 markets. See Note 3 for additional information.

2.  Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.

Effective January 17, 2017, Nexstar assumed local service agreements to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. Nexstar became the primary beneficiary of these VIEs and consolidated these entities as of this date. On August 2, 2016, Nexstar became the primary beneficiary of certain stations owned by West Virginia Media Holdings, LLC (“WVMH”) which were consolidated into Nexstar’s financial statements as of this date. Nexstar completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2—Variable Interest Entities for additional information on these transactions.

5

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

	September 30,		December 31,
	2017		2016
Current assets	$	53,445	$	3,638
Property and equipment, net		7,765		6,944
Goodwill		147,863		46,465
FCC licenses		151,808		114,791
Other intangible assets, net		83,717		53,747
Other noncurrent assets, net		5,471		613
Total assets		450,069		226,198
Current Liabilities
Liability to surrender spectrum	$	27,347	$	-
Other current liabilities		21,744		12,606
Total current liabilities		49,091		12,606
Noncurrent liabilities		36,211		26,590
Total liabilities	$	85,302	$	39,196

Liquidity

Nexstar is highly leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond Nexstar’s control.

Interim Financial Statements

The Condensed Consolidated Financial Statements as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2016. The balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

6

Variable Interest Entities

The Company may determine that an entity is a VIE as a result of local service agreements entered into with an entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”) and White Knight Broadcasting (“White Knight”) are consolidated by Nexstar because Nexstar is deemed under U.S. GAAP to have controlling financial interests in these entities for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under Mission’s and Marshall’s senior secured credit facilities (see Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission and White Knight, hiring and firing of sales force personnel and (4) purchase options granted by Mission and White Knight which permit Nexstar to acquire the assets and assume the liabilities of each Mission and White Knight station, subject to Federal Communications Commission (“FCC”) consent.

In connection with Nexstar’s Merger with Media General consummated on January 17, 2017, Nexstar began to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. These VIEs are Shield Media, LLC (“Shield”), Vaughan Media, LLC (“Vaughan”), Tamer Media, LLC (“Tamer”) and Super Towers, Inc. (“Super Towers”). Nexstar became the primary beneficiary of these VIEs as of the closing date of the Merger because of (1) the local service agreements Nexstar assumed with these VIEs’ stations, (2) Nexstar’s guarantee of the outstanding obligations under Shield’s senior secured credit facility (Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and hiring and firing of sales force personnel and (4) purchase options granted by Shield, Vaughan, Tamer and Super Towers that permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. Therefore, the financial results and financial position of these entities have been consolidated by Nexstar in accordance with the VIE accounting guidance as of January 17, 2017.

Nexstar had variable interests in the stations previously owned by WVMH as a result of TBAs effective December 1, 2015 and an agreement to acquire the assets of these stations dated November 16, 2015. On August 2, 2016, Nexstar received approval from the FCC to acquire these stations. Nexstar re-evaluated the business arrangements with these stations as of this date and determined that it was the primary beneficiary of the variable interests because it had the ultimate power to direct the activities that most significantly impact the economic performance of the stations, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated the WVMH stations as of August 2, 2016. The final closing of this acquisition was completed on January 31, 2017. Thus, Nexstar no longer has variable interests in these stations. See Note 3 for additional information.

Nexstar had a variable interest in Parker Broadcasting of Colorado, LLC (“Parker”), the owner of station KFQX, pursuant to a TBA which Nexstar assumed effective June 13, 2014. Nexstar evaluated the business arrangement with Parker as of this date and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated Parker as of June 13, 2014. On March 31, 2017, Mission acquired the outstanding equity of Parker and effectively acquired Parker’s TBA with Nexstar. Thus, Nexstar no longer has a variable interest in Parker and deconsolidated its accounts. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and, therefore, continued to consolidate this station. See Note 3 for additional information.

7

The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2017 with Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers:

Service Agreements	Owner	Full Power Stations
TBA Only	Mission	WFXP, KHMT and KFQX
LMA Only	Super Towers	WNAC
	Vaughan	KNVA
SSA & JSA	Mission	KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY
	Marshall	KLJB, KPEJ and KMSS
	White Knight	WVLA, KFXK, KSHV
	Shield	WXXA and WLAJ
	Vaughan	WBDT, WYTV and KTKA
	Tamer	KWBQ, KASY and KRWB

Nexstar’s ability to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers maintain complete responsibility for and control over programming, finances, personnel and operations of their stations.

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

	September 30,		December 31,
	2017		2016
Current assets:
Cash and cash equivalents	$	15,277	$	7,302
Accounts receivable, net		28,402		20,553
Spectrum asset		26,723		-
Prepaid expenses and other current assets		6,604		3,353
Total current assets		77,006		31,208
Property and equipment, net		25,791		29,984
Goodwill		181,050		98,107
FCC licenses		151,808		114,791
Other intangible assets, net		100,101		87,668
Other noncurrent assets, net		8,913		13,233
Total assets	$	544,669	$	374,991
Current liabilities:
Current portion of debt	$	58,083	$	8,334
Interest payable		959		1,031
Liability to surrender spectrum		27,347		-
Other current liabilities		21,744		12,606
Total current liabilities		108,133		21,971
Debt		245,079		268,499
Other noncurrent liabilities		36,469		26,590
Total liabilities	$	389,681	$	317,060

8

Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2017. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Financial Instruments

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

See Note 3 for fair value disclosures of spectrum asset, contingent consideration liability (CVR) and liability to surrender spectrum in connection with Nexstar’s merger with Media General. See Note 7 for fair value disclosures related to the Company’s debt.

Pension plans and postretirement benefits

A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, health care cost trends, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Condensed Consolidated Balance Sheet.

Income Per Share

Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Weighted average shares outstanding - basic		46,107		30,695		45,753		30,678
Dilutive effect of equity incentive plan instruments		1,345		1,003		1,276		941
Weighted average shares outstanding - diluted		47,452		31,698		47,029		31,619

Stock options and restricted stock units to acquire a weighted average of 20,000 shares and 224,000 shares for the three months ended September 30, 2017 and 2016, respectively, and 199,000 shares and 468,000 shares during the nine months ended September 30, 2017 and 2016, respectively, of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive.

9

Basis of Presentation

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which updates the accounting guidance on revenue recognition. This standard is intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations to clarify the implementation of guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance in identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This update amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition and is intended to address implementation issues that were raised by stakeholders and provide additional practical expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In September 2017, the FASB issued ASU No. 2017-13, Revenue recognition (Topic 605), Revenue from contracts with customers (Topic 606), Leases (Topic 840) and Leases (Topic 842), which allows certain public entities to use the private company effective dates for adoption of ASC 606 and supersedes certain SEC paragraphs in the Codification. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard.

The above updates are effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt these updates effective January 1, 2018 under the modified retrospective approach. Based on our evaluation performed to date, we believe that approximately 90% of the reported gross revenue in 2016 will not be materially impacted by the new guidance. Our television spot advertising contracts, which comprise approximately 60% of the reported gross revenue in 2016, are short-term in nature. We expect revenue will continue to be recognized when commercials are aired. We also expect that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. This revenue source comprised approximately 30% of the 2016 reported gross revenue. The Company is in the process of finalizing its evaluation of online digital and other revenue sources.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements.  The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the provisions of the accounting standard update.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has applied the change in accounting as of January 1, 2017 and excess tax benefits and tax deficiencies related to stock-based compensation are now recognized within income tax expense. Additionally, excess tax benefits are now classified along with other income tax cash flows as an operating activity in the condensed consolidated statements of cash flows. As such, the amounts previously reported as cash flows from operating activities were increased by $13.4 million and the amount previously reported as cash flows from financing activities were decreased by $13.4 million in the Condensed Consolidated Statement of Cash Flows during the nine months ended September 30, 2016. The change in accounting principle did not impact the Company’s stockholders’ equity.

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In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The amendments of ASU 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017. The Company has applied the change in accounting as of January 1, 2017 using the modified retrospective approach. This adoption impacted Nexstar’s previous treatment of tax gain on the sale of WTVW to Mission in 2011. As such, the amounts previously reported as other noncurrent assets, deferred tax liabilities and accumulated deficit in the condensed consolidated balance sheet were decreased by $1.3 million, $2.1 million and $0.8 million, respectively.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (ASU 2016-18), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of these updates on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). ASU 2017-01 provides clarification on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business under the new guidance, it must include an input and a substantive process that together significantly contribute to the ability to create output. The amendment removes the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and will be applied prospectively. The potential impact of this new guidance will be assessed for future acquisitions or dispositions, but it is not expected to have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for fiscal years beginning on January 1, 2020, including interim periods within those fiscal years, and early adoption as of January 1, 2017 is permitted. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth quarter 2017 testing. The new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). ASU 2017-07 requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The amendment should be applied retrospectively for the presentation of the service cost component and prospectively for the capitalization of the service cost component. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted at the beginning of any annual period for which an entity’s financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the provisions of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) – Scope of Modification Accounting (ASU 2017-09).  ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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3.  Acquisitions and Dispositions

Merger with Media General

On January 17, 2017 (the “Closing Date”), Nexstar completed its previously announced Merger with Media General. Prior to the completion of the Merger, Media General owned, operated or serviced 78 full power television stations in 48 markets. In connection with the Merger, Nexstar sold the assets of seven of Media General’s full power television stations in seven markets. The full power television stations acquired and/or consolidated by Nexstar as a result of the Merger, net of divestitures, are as follows:

Market Rank	Market	Station	Affiliation
Nexstar:
6	San Francisco, CA	KRON	MyNetworkTV
11	Tampa, FL	WFLA/WTTA	NBC/MyNetworkTV
24	Raleigh, NC	WNCN	CBS
25	Portland, OR	KOIN	CBS
27	Indianapolis, IN	WISH/WNDY	The CW/MyNetworkTV
29	Nashville, TN	WKRN	ABC
30	New Haven, CT	WTNH/WCTX	ABC/MyNetworkTV
32	Columbus, OH	WCMH	NBC
37	Spartanburg, SC	WSPA/WYCW	CBS/The CW
39	Austin, TX	KXAN/KBVO	NBC/MyNetworkTV
42	Portsmouth, VA	WAVY/WVBT	NBC/FOX
43	Harrisburg, PA	WHTM	ABC
44	Grand Rapids, MI	WOOD/WOTV	NBC/ABC
45	Birmingham, AL	WIAT	CBS
48	Albuquerque, NM	KRQE/KREZ/KBIM	CBS
52	Providence, RI	WPRI	CBS
53	Buffalo, NY	WIVB/WNLO	CBS/The CW
55	Richmond, VA	WRIC	ABC
59	Albany, NY	WTEN/WCDC	ABC/ABC
60	Mobile, AL	WKRG/WFNA	CBS/The CW
62	Knoxville, TN	WATE	ABC
64	Dayton, OH	WDTN	NBC
65	Honolulu, HI	KHON/KHAW/KAII	FOX/FOX/FOX
66	Wichita, KS	KSNW/KSNC/KSNG/KSNK	NBC
88	Colorado Springs, CO	KXRM	FOX
91	Savannah, GA	WSAV	NBC
94	Charleston, SC	WCBD	NBC
95	Jackson, MS	WJTV	CBS
98	Tri-Cities, TN-VA	WJHL	CBS
100	Greenville, NC	WNCT	CBS
102	Florence, SC	WBTW	CBS
109	Sioux Falls, SD	KELO/KDLO/KPLO	CBS
110	Ft. Wayne, IN	WANE	CBS
111	Augusta, GA	WJBF	ABC
113	Lansing, MI	WLNS	CBS
114	Springfield, MA	WWLP	NBC
115	Youngstown, OH	WKBN	CBS
120	Lafayette, LA	KLFY	CBS
127	Columbus, GA	WRBL	CBS
135	Topeka, KS	KSNT	NBC
168	Hattiesburg, MS	WHLT	CBS
172	Rapid City, SD	KCLO	CBS
VIEs:
39	Austin, TX	KNVA	The CW
48	Alburquerque, NM	KASY/KRWB/KWBQ	MyNetworkTV/The CW/The CW
52	Providence, RI	WNAC	FOX
59	Albany, NY	WXXA	FOX
64	Dayton, OH	WDTN	NBC
113	Lansing, MI	WLAJ	ABC
115	Youngstown, OH	WYTV	ABC
135	Topeka, KS	KTKA	ABC

As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan and Super Towers and has consolidated these entities, including the stations they own.

12

Upon the completion of the Merger, each issued and outstanding share of common stock, no par value, of Media General (“Media General Common Stock”) immediately prior to the effective time of the Merger, other than shares or other securities representing capital stock in Media General owned, directly or indirectly, by Nexstar or any subsidiary of Media General, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable CVR representing the right to receive a pro rata share of the net proceeds from the disposition of Media General’s spectrum in the FCC’s recently concluded spectrum auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs (the CVR, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”). The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs.

Upon the completion of the Merger, each unvested Media General stock option outstanding immediately prior to the Effective Time became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the Cash Consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the Effective Time. All other equity-based awards of Media General outstanding immediately prior to the Merger vested in full and were converted into the right to receive the Merger Consideration.

The following table summarizes the components of the total consideration paid, payable or issued on the Closing Date in connection with the Merger (in thousands):

Cash Consideration	$	1,376,108
Nexstar Common Stock issued (15,670,094 shares)		995,835
Reissued Nexstar Common Stock from treasury (560,316 shares)		35,608
Stock option replacement awards (228,438 options)		10,702
Repayment of Media General debt, including premium and accrued interest		1,658,135
Contingent consideration liability (CVR)		272,264
	$	4,348,652

Concurrent with the closing of the Merger, Nexstar sold the assets of 12 full power television stations in 12 markets,five of which were previously owned by Nexstar and seven of which were previously owned by Media General. Nexstar sold the Media General stations for a total consideration of $427.6 million and recognized a loss on disposal of $4.7 million (the “Media General Divestitures”). Nexstar sold its stations for $114.4 million and recognized gain on disposal of $62.4 million (the “Nexstar Divestitures”). The gain and loss recognized from these divestitures were included as a separate line item in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017.

13

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan and Super Towers) are as follows (in thousands):

Cash and cash equivalents	$	63,850
Accounts receivable		302,670
Spectrum asset		466,165
Prepaid expenses and other current assets		21,773
Property and equipment		483,713
FCC licenses		1,288,246
Network affiliation agreements		1,245,600
Other intangible assets		130,714
Goodwill		1,693,531
Other noncurrent assets		50,948
Total assets acquired and consolidated		5,747,210
Less: Accounts payable and accrued expenses		(188,393	)
Less: Taxes payable		(11,915	)
Less: Interest payable		(12,794	)
Less: Debt		(434,269	)
Less: Deferred tax liabilities		(948,193	)
Less: Other noncurrent liabilities		(227,702	)
Less: Noncontrolling interests in consolidated VIEs		(7,600	)
Net assets acquired and consolidated	$	3,916,344

The estimated acquisition date fair value of Media General’s spectrum auctioned with the FCC (spectrum asset) is $466.2 million and is calculated as gross proceeds, less estimated costs associated with surrendering the spectrum to the FCC. The estimated fair value of the CVR is $272.3 million and is calculated as the gross proceeds, less estimated transaction expenses and repacking expenses and less taxes as defined in the CVR agreement. The fair value measurements of the spectrum asset and the CVR are considered Level 3 as significant inputs are unobservable to the market.

On July 21, 2017, the Company received the $478.6 million of gross proceeds from the disposition of Media General’s spectrum in the recently concluded FCC auction. Nexstar did not dispose the spectrum of its legacy stations.

On August 28, 2017, Nexstar completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated fair value. In September 2017, Nexstar paid the initial taxes due associated with the proceeds from relinquishing Media General’s spectrum of $145.9 million.

As of September 30, 2017, the Company has not surrendered any of the spectrum auctioned with the FCC. Thus, the spectrum assets were retained ($340.7 million included in current assets and $127.0 million included in other noncurrent assets in the accompanying condensed consolidating balance sheet). Accordingly, the gross proceeds received from the FCC were accounted for as liabilities to surrender spectrum. In the accompanying condensed consolidated balance sheet, $348.6 million is included in current liabilities, for spectrum that are projected to be surrendered within the next 12 months, and $130.0 million is included in other noncurrent liabilities, for spectrum that are projected to be surrendered in 2019 and 2020. Both current and noncurrent liabilities to surrender the spectrum will be reduced upon the relinquishment.

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 17 years. The carryover of the tax basis in goodwill, FCC licenses, network affiliation agreements, other intangible assets and property and equipment of $159.0 million, $294.3 million, $31.7 million, $40.4 million and $247.8 million, respectively, are deductible for tax purposes.

Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 (the “5.875% Notes”) previously issued by LIN Television Corporation, a wholly owned subsidiary of Media General (“LIN TV”). Nexstar also consolidated Shield’s senior secured credit facility with an outstanding Term Loan A principal balance of $24.8 million. These debts were assumed at fair values on the Merger Closing Date. See Note 7 for additional information.

Nexstar also assumed Media General’s pension and postretirement obligations (included in other noncurrent liabilities). See Note 6 for additional information.

14

The consolidation of Shield, Tamer, Vaughan and Super Towers resulted in noncontrolling interests of $7.6 million, representing the residual fair value attributable to the owners of these entities as of January 17, 2017, estimated by applying the income approach valuation technique.

The Cash Consideration, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the Nexstar Divestitures and the Media General Divestitures and new borrowings discussed in Note 7.

During 2017, Nexstar recorded measurement period adjustments, including (i) the result of our ongoing valuation procedures on acquired intangible assets which decreased the FCC licenses by $209.9 million and increased the network affiliation agreements and other intangible assets by $176.9 million and $4.6 million, respectively, (ii) a change in the estimated fair value of Media General’s spectrum asset which increased by $24.6 million, (iii) changes in the estimate of collectability of accounts receivable and various fair value assumptions, which decreased the estimated fair value of accounts receivable by $22.3 million, (iv) an increase in goodwill of $25.2 million and decreases in income tax payable and deferred tax liabilities of $5.4 million and $2.2 million, respectively, due to the measurement period adjustments discussed in (i) through (iii), and (v) reclassifications from other noncurrent assets to prepaid expenses and other current assets and reclassifications between accounts payable, accrued expenses, and other noncurrent liabilities. None of these measurement period adjustments had a material impact on the Company’s results of operations.

The acquisition’s net revenue of $1.02 billion and operating income of $200.9 million from January 17, 2017 to September 30, 2017 have been included in the accompanying Condensed Consolidated Statements of Operations.

Transaction costs relating to the Merger, including legal and professional fees and severance costs of $1.1 million and $0.9 million, were expensed as incurred during the three months ended September 30, 2017 and 2016, respectively, and $52.2 million and $7.1 million during the nine months ended September 30, 2017 and 2016, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations.

WVMH

On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of three CBS and one NBC full power television stations from WVMH for $130.0 million in cash, subject to adjustments for working capital. The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the Wheeling, West Virginia-Steubenville, Ohio market and WVNS in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in the Clarksburg-Weston, West Virginia market is affiliated with NBC. The acquisition will allow Nexstar entrance into these markets. Nexstar provided programming and sales services to these stations pursuant to a TBA from December 1, 2015 through the completion of the acquisition.

On January 4, 2016, Nexstar completed the first closing of the transaction and acquired the stations’ assets excluding certain transmission equipment, the FCC licenses and network affiliation agreements for $65.0 million, including a deposit paid upon signing the purchase agreement of $6.5 million, all funded through a combination of cash on hand and borrowings under Nexstar’s revolving credit facility in 2016.

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

Accounts receivable	$	438
Prepaid expenses and other current assets		114
Property and equipment		18,362
Other intangible assets		3,402
Goodwill		35
Total assets acquired at first closing		22,351
Less: Accounts payable and accrued expenses		(623	)
Less: Other noncurrent liabilities		(307	)
Net assets acquired at first closing		21,421
Deposit on second closing		43,543
Total paid at first closing	$	64,964

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

15

As discussed in Note 2, Nexstar became the primary beneficiary of its variable interests in WVMH’s stations upon receiving FCC approval on August 2, 2016 to acquire the stations’ remaining assets. Therefore, Nexstar has consolidated these remaining assets under authoritative guidance related to the consolidation of VIEs as of this date. The fair values of the assets consolidated were as follows (in thousands):

Broadcast rights	$	527
Property and equipment		3,489
FCC licenses		41,230
Network affiliation agreements		35,387
Goodwill		28,588
Consolidated assets of VIEs		109,221
Less: Broadcast rights payable		(527	)
Consolidated net asset of VIEs	$	108,694

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

On January 31, 2017, Nexstar completed its acquisition of the remaining assets of the WVMH stations. As such, Nexstar paid the owners the remaining purchase price of $66.9 million, funded by cash on hand, and utilized its $43.5 million balance of deposit previously paid to the owners to acquire the noncontrolling interest of $108.7 million.

The stations’ net revenue of $37.7 million and operating income of $7.8 million during the nine months ended September 30, 2017 have been included in the accompanying Condensed Consolidated Statements of Operations. No significant transaction costs were incurred during the nine months ended September 30, 2017 and September 30, 2016.

Parker

On May 27, 2014, Mission assumed the rights, title and interest to an existing purchase agreement to acquire Parker, the owner of television station KFQX, the FOX affiliate in the Grand Junction, Colorado market, for $4.0 million in cash, subject to adjustments for working capital. In connection with this assumption, Mission paid a deposit of $3.2 million on June 13, 2014. The acquisition was approved by the FCC in February 2017 and met all other customary conditions in March 2017. On March 31, 2017, Mission completed this acquisition and paid the remaining purchase price of $0.8 million, funded by cash on hand. The acquisition allows Mission entrance into this market.

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed are as follows (in thousands):

FCC licenses	$	1,539
Network affiliation agreements		1,743
Other intangible assets		20
Goodwill		698
Total assets acquired	$	4,000

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

As discussed in Note 2, Nexstar had a variable interest in Parker and had consolidated this entity until Mission acquired Parker’s outstanding equity. Since Nexstar no longer has variable interests in Parker, its accounts were deconsolidated from Nexstar’s financial statements. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and continued to consolidate this station. See Note 2 for more discussion on VIEs.

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WLWC-TV

On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated full power television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC (“OTA”) for $4.1 million in cash, subject to adjustments for working capital, funded by cash on hand.

Due to the timing of the WLWC acquisition, certain disclosures, including the allocation of purchase price, have been omitted because the initial accounting for the business combination was incomplete as of the filing date of this Quarterly Report on Form

10-Q.

Unaudited Pro Forma Information

The acquisition of four full power television stations from WVMH is not significant for financial reporting purposes. Therefore, pro forma information has not been provided for this acquisition.

The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Media General and the related consolidation of VIEs had occurred on January 1, 2016. The unaudited pro forma information combined the historical results of Nexstar and Media General, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2016.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017		2016
Net revenue	$	611,870	$	617,627		$	1,830,727	$	1,774,834
Income (loss) before income taxes		75,203		(18,363	)		197,147		(5,428	)
Net income (loss)		42,746		(44,255	)		121,573		(12,816	)
Net income (loss) attributable to Nexstar		47,149		(46,225	)		122,618		(16,810	)
Net income (loss) per common share attributable to Nexstar - basic	$	1.02	$	(0.99	)	$	2.63	$	(0.36	)
Net income (loss) per common share attributable to Nexstar - diluted	$	0.99	$	(0.99	)	$	2.56	$	(0.36	)

4.  Intangible Assets and Goodwill

Intangible assets subject to amortization consisted of the following (in thousands):

	Estimated	September 30, 2017							December 31, 2016
	useful life,			Accumulated							Accumulated
	in years	Gross		Amortization			Net		Gross		Amortization			Net
Network affiliation agreements	15	$	1,891,053	$	(428,942	)	$	1,462,111	$	659,054	$	(357,704	)	$	301,350
Other definite-lived   intangible assets	1-15		219,022		(106,423	)		112,599		89,404		(66,017	)		23,387
Other intangible assets		$	2,110,075	$	(535,365	)	$	1,574,710	$	748,458	$	(423,721	)	$	324,737

The increases in network affiliation agreements and other definite-lived intangible assets relate to Nexstar’s acquisitions, net of dispositions, as discussed in Note 3.

The following table presents the Company’s estimate of amortization expense for the remainder of 2017, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2017 (in thousands):

Remainder of 2017	$	39,541
2018		129,251
2019		126,740
2020		117,394
2021		112,674
2022		109,520
Thereafter		939,590
	$	1,574,710

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

	Goodwill									FCC Licenses
				Accumulated									Accumulated
	Gross			Impairment			Net			Gross			Impairment			Net
Balances as of December 31, 2016	$	534,557		$	(61,253	)	$	473,304		$	591,945		$	(49,421	)	$	542,524
Acquisitions and consolidations of VIEs (See Notes 2 and 3)		1,694,153			-			1,694,153			1,289,785			-			1,289,785
Nexstar Divestitures (See Note 3)		(22,823	)		2,861			(19,962	)		(19,744	)		2,011			(17,733	)
Deconsolidation of a VIE		(698	)		-			(698	)		(1,539	)					(1,539	)
Balances as of September 30, 2017	$	2,205,189		$	(58,392	)	$	2,146,797		$	1,860,447		$	(47,410	)	$	1,813,037

Indefinite-lived intangible assets are not subject to amortization, but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the nine months ended September 30, 2017, the Company did not identify any events that would trigger impairment assessment.

5.  Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Compensation and related taxes	$	54,666	$	20,713
Network affiliation fees		75,975		30,153
Other		59,053		20,449
	$	189,694	$	71,315

The increases in accrued expenses relate to Nexstar’s acquisitions as discussed in Note 3.

6.  Retirement and Postretirement Plans

As part of the Merger, Nexstar assumed Media General’s pension and postretirement obligations which were remeasured at fair value on the acquisition date.

As a result, Nexstar now has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees of Media General and its predecessors. Additionally, there are non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain Media General executives. All of these retirement plans are frozen. Media General also had a retiree medical savings account plan which reimburses eligible retired employees for certain medical expenses and an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. Beginning with the acquisition, Nexstar recognizes the underfunded status of these plan liabilities on its Condensed Consolidated Balance Sheet. The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation. Changes in the funded status are recognized through comprehensive income in the year in which the changes occur.

In conjunction with one of the divestitures concurrent with the Merger, the buyer assumed approximately $60 million of pension liability from the funded, qualified retirement plan. As of the Closing Date and following this transaction, the projected benefit obligation of the retirement plans was approximately $502 million and the plan assets at fair value were approximately $394 million resulting in a liability for retirement plans of $108 million (included in other noncurrent liabilities). In addition, the postretirement liabilities totaled approximately $23 million (included in other noncurrent liabilities).  

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The following table provides the components of net periodic benefit cost (income) for the Company’s benefit plans in 2017:

	Three Months Ended					Nine Months Ended
	September 30, 2017					September 30, 2017
	Pension Benefits			Other Benefits		Pension Benefits			Other Benefits
Service cost	$	-		$	-	$	-		$	-
Interest cost		3,913			157		11,087			444
Expected return on plan assets		(7,226	)		-		(20,474	)		-
Net periodic benefit (income) cost	$	(3,313	)	$	157	$	(9,387	)	$	444

The Company has no required contributions to its qualified retirement plan in 2017. Payments to fund the obligations under the remaining plans are considered contributions and are expected to be less than $4 million in 2017.

7.  Debt

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

	September 30,			December 31,
	2017			2016
Term loans, net of financing costs and discount of $60,541 and $6,592, respectively	$	2,819,459		$	662,206
Revolving loans		3,000			2,000
6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295		-			520,705
6.125% Senior unsecured notes due 2022, net of financing costs of $2,097 and $2,402,   respectively		272,903			272,598
5.875% Senior unsecured notes due 2022, plus premium of $8,588		408,588			-
5.625% Senior unsecured notes due 2024, net of financing costs of $13,942 and $15,090,   respectively		886,058			884,910
		4,390,008			2,342,419
Less: current portion		(103,386	)		(28,093	)
	$	4,286,622		$	2,314,326

2017 Transactions

In connection with the Merger, Nexstar assumed the $400.0 million 5.875% Notes due 2022 previously issued by LIN TV. Additionally, Nexstar consolidated Shield’s new senior secured credit facility with a new Term Loan A principal balance of $24.8 million due on January 17, 2022 and payable in quarterly installments that increase over time from 1.25% to 2.5% of the principal.

On January 17, 2017, the Company issued the following new term loans and new revolving loans under new senior secured credit facilities:

• $2.75 billion in new senior secured Term Loan B, issued at 99.49%, due on January 17, 2024 and payable in consecutive quarterly installments of 0.25% of the principal, adjusted for any prepayments, with the remainder due at maturity;

• $51.3 million in new senior secured Term Loan A, issued at 99.25%, due June 28, 2018 and $293.9 million in new senior secured Term Loan A, issued at 99.34%, due January 17, 2022 both payable in quarterly installments that increase over time from 1.25% to 2.5% of the principal; and

• $175.0 million in total commitments under new senior secured revolving credit facilities, of which $3.0 million was drawn at closing and due June 28, 2018. The remaining $172.0 million in unused revolving credit facilities have a maturity date of January 17, 2022.

In January 2017, the Company recorded $48.3 million (Term Loan B) and $3.2 million (Term Loan A) in legal, professional and underwriting fees related to the new debt described above. Debt financing costs are netted against the carrying amount of the related debt.

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The proceeds from the new term loans and revolving loans, together with Nexstar’s proceeds from its previously issued $900.0 million 5.625% senior unsecured notes due 2024 (the “5.625% Notes”) at par, the net proceeds from certain station divestitures (See Note 3) and cash on hand were used to finance the following:

• $1.376 billion Cash Consideration of the Merger (See Note 3);

• $1.658 billion repayment of certain then-existing debt of Media General, including premium and accrued interest (See Note 3);

• Refinancing of the Company’s then existing term loans and revolving loans with a principal balance of $668.8 million and $2.0 million, respectively; and

• Related fees and expenses.

In January 2017, the refinancing of the Company’s then existing term loans and revolving loans resulted in losses on extinguishment of debt of $6.5 million and $0.3 million, respectively, representing the write-off of unamortized debt financing costs and debt premium.

On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Notes at a redemption price equal to 103.438% of the principal plus any accrued and unpaid interest, also funded by new borrowings described above. This transaction resulted in a loss on extinguishment of debt of $22.2 million, representing premiums paid to retire the notes and write-off of unamortized debt financing costs and debt premium.

On July 19, 2017, the Company amended its senior secured credit facilities. The main provisions of the amendments include: (i) Nexstar’s additional Term Loan A borrowing of $456.0 million , issued at 99.16%, the proceeds of which were used to repay the $454.4 million outstanding principal balance of Nexstar’s Term Loan B, (ii) a reduction in the applicable margin portion of interest rates by 50 basis points, (iii) an extension of the maturity date of Nexstar’s and Shield’s Term Loan A to five years from July 19, 2017 and (iv) an extension of the maturity date of Nexstar’s and Mission’s revolving credit facilities to five years from July 19, 2017.

In July 2017, the Company recorded $2.4 million (Term Loan B), $1.8 million (Term Loan A) and $0.3 million (revolving credit facilities) in legal, professional and underwriting fees related to the amendments described above.

Through September 2017, Nexstar prepaid a total of $215.0 million in principal balance under its Term Loan B, funded by cash on hand. These resulted in a loss on extinguishment of debt of $5.0 million, representing write-off of unamortized debt financing costs and discounts. In April 2017, Nexstar prepaid $25.0 million under its Term Loan A, funded by cash on hand. This resulted in a loss on extinguishment of debt of $0.4 million, representing write-off of unamortized debt financing costs and discounts.

On October 2, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

On November 6, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

Unused Commitments and Borrowing Availability

The Company had $172.0 million of total unused revolving loan commitments under its senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of September 30, 2017. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of September 30, 2017, Nexstar was in compliance with its financial covenants.

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5.625% Senior Notes

On July 27, 2016, Nexstar Escrow Corporation, a wholly-owned subsidiary of Nexstar, completed the issuance and sale of $900.0 million of 5.625% Notes at par. The gross proceeds of the 5.625% Notes, plus Nexstar’s pre-funded interests, were deposited in a segregated escrow account which could not be utilized until certain conditions were satisfied. On January 17, 2017, Nexstar completed its merger with Media General. Thus, the proceeds of the 5.625% Notes plus the pre-funded interests deposited therein were released to Nexstar. The 5.625% Notes also became the senior unsecured obligations of Nexstar, guaranteed by Mission and certain of Nexstar’s and Mission’s future wholly-owned subsidiaries, subject to certain customary release conditions.

The 5.625% Notes will mature on August 1, 2024. Interest on the 5.625% Notes is payable semiannually in arrears on February 1 and August 1 of each year. The 5.625% Notes were issued pursuant to an Indenture, dated as of July 27, 2016 (the “5.625% Indenture”). The 5.625% Notes are senior unsecured obligations of Nexstar and are guaranteed by Mission and certain of Nexstar’s and Mission’s future 100% owned subsidiaries, subject to certain customary release provisions.

The 5.625% Notes are senior obligations of Nexstar and Mission but junior to the secured debt to the extent of the value of the assets securing such debt. The 5.625% Notes rank equal to the 5.875% Notes and the 6.125% senior unsecured notes due 2022 (“6.125% Notes”).

Nexstar has the option to redeem all or a portion of the 5.625% Notes at any time prior to August 1, 2019 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after August 1, 2019, Nexstar may redeem the 5.625% Notes, in whole or in part, at the redemption prices set forth in the 5.625% Indenture. At any time prior to August 1, 2019, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 105.625%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings.

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

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

The 5.625% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes to be due and payable.

In 2016, Nexstar recorded $15.7 million in legal, professional and underwriting fees related to the issuance of the 5.625% Notes, which were recorded as debt finance costs and are being amortized over the term of the 5.625% Notes. Debt financing costs are netted against the carrying amount of the related debt.

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5.875% Senior Notes

As part of the Company’s Merger with Media General on January 17, 2017, Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 previously issued by LIN TV.

The 5.875% Notes will mature on November 15, 2022. Interest on the 5.875% Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 5.875% Notes were issued pursuant to an Indenture, dated as of November 5, 2014 (the “5.875% Indenture”). The 5.875% Notes are senior unsecured obligations of Nexstar and certain of Nexstar’s future 100% owned subsidiaries, subject to certain customary release provisions.

The 5.875% Notes are senior obligations of Nexstar but junior to the secured debt, to the extent of the value of the assets securing such debt. The 5.875% Notes rank equal to the 5.625% Notes and the 6.125% Notes.

Nexstar has the option to redeem all or a portion of the 5.875% Notes at any time prior to November 15, 2017 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after November 15, 2017, Nexstar may redeem the 5.875% Notes, in whole or in part, at the redemption prices set forth in the 5.875% Indenture. At any time before August 1, 2019, Nexstar may also redeem the 5.875% Notes at 105.875% of the aggregate principal amount at a redemption price, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings, provided that (1) at least $200.0 million aggregate principal amount of 5.875% Notes issued under the 5.875% Indenture remains outstanding after each such redemption and (2) the redemption occurs within 90 days after the closing of the note offering.

Upon the occurrence of a change of control (as defined in the 5.875% Indenture), each holder of the 5.875% Notes may require Nexstar to repurchase all or a portion of the 5.875% Notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

The 5.875% Indenture contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) make certain restricted payments, (3) consummate specified asset sales, (4) enter into transactions with affiliates, (5) create liens, (6) pay dividends or make other distributions, (7) repurchase or redeem capital, (8) merge or consolidate with another person and (9) enter new lines of business.

The 5.875% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the 5.875% Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments, certain events of bankruptcy and insolvency and any guarantee of the 5.875% Notes that ceases to be in full force and effect with certain exceptions specified in the 5.875% Indenture. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the notes to be due and payable.

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission, Marshall and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital, LLC, a wholly-owned subsidiary of Nexstar (formerly Enterprise Technology, LLC and herein referred to as “Nexstar Digital”), are guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 6.125% Notes and the 5.625% Notes but does not guarantee Nexstar’s 5.875% Notes. Nexstar Digital does not guarantee any of the notes. Marshall and Shield are not guarantors of any debt within the group.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2017 and 2024) are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

Debt Covenants

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.50 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission, Marshall and Shield amended credit agreements do not contain financial covenant ratio requirements, but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2017, the Company was in compliance with its financial covenant.

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Fair Value of Debt

The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands):

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Term loans(1)	$	2,819,459	$	2,887,821	$	662,206	$	665,750
Revolving loans(1)		3,000		2,983		2,000		1,969
6.875% Senior unsecured notes(2)		-		-		520,705		543,375
6.125% Senior unsecured notes(2)		272,903		286,688		272,598		284,625
5.875% Senior unsecured notes(2)		408,588		417,500		-		-
5.625% Senior unsecured notes(2)		886,058		931,500		884,512		893,250

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

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities.

8.  Common Stock

As discussed in Note 3, Nexstar issued Common Stock in connection with its Merger with Media General consummated on January 17, 2017.

On June 12, 2017, Nexstar announced that its Board of Directors had approved an increase in the Company’s share repurchase authorization to repurchase up to an additional $100 million of its Class A common stock. The Board of Directors’ prior authorization in August 2015 to repurchase the Company’s Class A common stock up to $100 million was depleted due to shares repurchased during the second quarter of 2017. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. During the nine months ended September 30, 2017, Nexstar repurchased a total of 1,689,132 shares of Class A common stock for $99.0 million, funded by cash on hand. As of September 30, 2017, the remaining available amount under the share repurchase authorization was $52.4 million.

9.  Stock-Based Compensation Plans

During the three months ended September 30, 2017, Nexstar granted 33,750 restricted stock units with an estimated fair value of $1.9 million. During the nine months ended September 30, 2017, Nexstar granted 1,071,250 restricted stock units with an estimated fair value of $68.6 million and 228,438 vested stock options with an estimated fair value of $10.7 million.

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10.  Income Taxes

Income tax expense was $32.0 million for the three months ended September 30, 2017, compared to $17.5 million for the same period in 2016. The effective tax rates were 43.2% and 40.6% for each of the respective periods. This increase is primarily caused by permanent differences in 2017 resulting in income tax expense of $2.4 million, or a 2.9% increase to the effective income tax rate.

Income tax expense was $58.4 million for the nine months ended September 30, 2017, compared to $50.9 million for the same period in 2016. The effective tax rates were 38.0% and 41.2% for each of the respective periods. In 2017, the Company recognized the tax impact of the divested stations previously owned by Nexstar (See Note 3) which resulted in an income tax benefit of $7.8 million, or a 5.1% decrease to the effective tax rate. The income tax benefit was primarily the result of proceeds received which will not be subject to taxation. The Company adopted ASU No. 2016-09 as of January 1, 2017 (See Recent Accounting Pronouncements below) which now requires excess tax benefits and tax deficiencies related to stock-based compensation to be recognized within income tax expense. As such, Nexstar recognized an income tax benefit related to stock option exercises and the vesting of restricted stock units of $1.2 million, or a 0.8% decrease to the effective rate. The Company also released an uncertain tax position resulting in an income tax benefit of $1.6 million, or a 1.1% decrease to the effective tax rate. Permanent differences in 2017 resulted in an increase in income tax expense of $4.4 million, or a 2.8% increase to the effective income tax rate. Prior year transaction costs attributable to the Merger (See Note 3) were determined to be nondeductible for tax purposes resulting in an income tax expense of $1.7 million in 2017, or a 1.1% increase to the effective tax rate. The Merger and the subsequent liquidation of Media General legal entities increased the blended state tax rate in 2017 resulting in an income tax expense of $1.5 million, or a 1.0% increase to the effective tax rate. In 2016, a nondeductible change in contingent consideration fair value of $1.3 million resulted in a 1.0% increase in the 2016 effective tax rate.  

11.  FCC Regulatory Matters

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke, and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general.

The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operations, which must be completed in July 2021.

Media Ownership

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.”

In August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews.  The 2016 Ownership Order (1) retained the existing local television ownership rule and radio/television cross-ownership rule (with minor technical modifications to address the transition to digital television broadcasting), (2) extended the current ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the existing ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the existing dual network rule, (5) made JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between stations and required public disclosure of those SSAs (while not considering them attributable).

The 2016 Ownership Order reinstated a rule that attributes another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a joint sales agreement (this rule had been previously adopted in 2014, but was vacated by the U.S. Court of Appeals for the Third Circuit).  Parties to JSAs entered into prior to March 31, 2014 may continue to operate under those JSAs until September 30, 2025.

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Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order.  On October 26, 2017, the FCC released the draft text of an order (the “Reconsideration Order”) addressing the petitions for reconsideration.  The Reconsideration Order, if adopted as drafted, would (1) eliminate the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminate the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible, (3) retain the general prohibition on common ownership of two “top four” stations in a local market but provide for case-by-case review, (4) eliminate the television JSA attribution rule, and (5) retain the SSA definition and disclosure requirement for television stations.  The FCC is expected to adopt the Reconsideration Order on November 16, 2017.

On February 3, 2017, the FCC terminated in full its guidance (issued on March 12, 2014) requiring careful scrutiny of broadcast television applications which propose sharing arrangements and contingent interests.  Accordingly, the FCC no longer evaluates whether options, loan guarantees and similar otherwise non-attributable interests create undue financial influence in transactions which also include sharing arrangements between television stations.

The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39% on a nationwide basis.  Historically, the FCC has counted the ownership of an ultra-high frequency (“UHF”) station as reaching only 50% of a market’s percentage of total national audience. On August 24, 2016, the FCC adopted a Report and Order abolishing the UHF discount for the purposes of a licensee’s determination of compliance with the 39% national cap, and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount.  That order stated that the FCC would launch a comprehensive rulemaking later in 2017 to evaluate the UHF discount together with the national ownership limit.  The FCC’s April 2017 reinstatement of the UHF discount became effective on June 15, 2017, when the U.S. Court of Appeals for the D.C. Circuit denied a request to stay the reinstatement. A petition for review of the FCC’s order reinstating the UHF discount remains pending in that court, and Nexstar has intervened in the litigation in support of the FCC. Nexstar is in compliance with the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well.

Spectrum

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use.  Pursuant to federal legislation enacted in 2012, the FCC has conducted an incentive auction for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish all or part of their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum.  Over the next several years, television stations that are not relinquishing their spectrum will be “repacked” into the frequency band still remaining for television broadcast use.

The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017.  Ten of Nexstar’s stations and one station owned by Vaughan accepted bids to relinquish their spectrum. Of these 11 total stations, eight will share a channel with another station, two will move to a VHF channel and one station will discontinue its operation. The one station that will discontinue its operation is not expected to have a significant impact on our future financial results because it is located in a remote rural area of the country and the Company has other stations which serve the same area. The 11 stations will be required to cease broadcasting on their current channels (and, if applicable, implement channel sharing arrangements) between August 26, 2017 and July 22, 2018, with theexception of the stations moving to VHF channels, which must vacate their current channels by September 2019 and May 2020, respectively.

The majority of the Company’s television stations did not accept bids to relinquish their television channels.  Of those stations, 61 full power stations owned by Nexstar and 17 full power stations owned by VIEs have been assigned to new channels in the reduced post-auction television band.  These “repacked” stations are required to construct and license the necessary technical modifications to operate on their new assigned channels, and will need to cease operating on their existing channels, by deadlines which the FCC has established and which are no later than July 13, 2020. Congress has allocated up to an industry-wide total of $1.75 billion to reimburse television broadcasters and MVPDs for costs reasonably incurred due to the repack.  This fund is not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships.  Broadcasters and MVPDs have submitted estimates to the FCC of their reimbursable costs. As of October 17, 2017, these costs exceeded $1.86 billion (over $100 million more than the amount authorized by Congress), and the FCC has indicated that it expects those costs to rise.  We cannot determine if the FCC will be able to fully reimburse our repacking costs as this is dependent on certain factors, including our ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to us and whether the FCC will have available funds to reimburse us for additional repacking costs that we previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters and MVPDs that are also seeking reimbursements.

25

The reallocation of television spectrum to broadband use may be to the detriment of the Company’s investment in digital facilities, could require substantial additional investment to continue current operations, and may require viewers to invest in additional equipment or subscription services to continue receiving broadcast television signals. The Company cannot predict the impact of the incentive auction and subsequent repacking on its business.

Retransmission Consent

On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking to reexamine its rules (i) governing the requirements for good faith negotiations between multichannel video program distributors (“MVPDs”) and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms for another station under a local service agreement; (ii) for providing advance notice to consumers in the event of dispute; and (iii) to extend certain cable-only obligations to all MVPDs. The FCC also asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations during a retransmission consent dispute.

In March 2014, the FCC adopted a rule that prohibits joint retransmission consent negotiation between television stations in the same market which are not commonly owned and which are ranked among the top four stations in the market in terms of audience share.  On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. This rule requires the independent third parties with which Nexstar has local service agreements to separately negotiate their retransmission consent agreements. The December 2014 legislation also directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.”  The FCC commenced this proceeding in September 2015 and comments and reply comments were submitted.  In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. The proceeding remains open.

Concurrently with its adoption of the prohibition on certain joint retransmission consent negotiations, the FCC also adopted a further notice of proposed rulemaking which seeks additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s prohibition on certain joint retransmission consent negotiations and its possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals, or the impact of these proposals or the FCC’s prohibition on certain joint negotiations, on its business.

Further, certain online video distributors and other over-the-top video distributors (“OTTDs”) have begun streaming broadcast programming over the Internet. In June 2014, the U.S. Supreme Court held that an OTTD’s retransmissions of broadcast television signals without the consent of the broadcast station violate copyright holders’ exclusive right to perform their works publicly as provided under the Copyright Act.  In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OTTDs 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 OTTDs.  Comments and reply comments were filed in 2015. Although the FCC has not classified OTTDs as MVPDs to date, several OTTDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements.

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12.  Commitments and Contingencies

Guarantees of Mission, Marshall and Shield Debt

Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission, Marshall and Shield senior secured credit facilities. In the event that Mission, Marshall or Shield are unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under these guarantees would be generally limited to the borrowings outstanding. As of September 30, 2017, Mission had a maximum commitment of $229.1 million under its senior secured credit facility, of which $226.1 million of debt was outstanding, Marshall had used all of its commitment and had outstanding debt obligations of $53.0 million and Shield had also used all of its commitment and had outstanding obligations of $24.0 million. Marshall’s debt is due in June 2018 and is included in the current liabilities in the accompanying September 30, 2017 condensed consolidated balance sheet. The other debts guaranteed by Nexstar are long-term debt obligations of Mission and Shield.

Indemnification Obligations

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

Litigation

From time to time, the Company is involved with claims that arise out of the normal course of its business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.

27

13.  Segment Data

The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States. The other activities of the Company include corporate functions, eliminations and other insignificant operations.

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

Three Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	582,420	$	29,450		$	611,870
Depreciation		21,948		4,031			25,979
Amortization of intangible assets		31,406		2,580			33,986
Income (loss) from operations		159,225		(30,153	)		129,072

Three Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	257,789	$	17,870		$	275,659
Depreciation		10,978		1,899			12,877
Amortization of intangible assets		8,175		3,330			11,505
Income (loss) from operations		89,511		(16,614	)		72,897

Nine Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	1,688,076	$	90,226		$	1,778,302
Depreciation		63,592		10,905			74,497
Amortization of intangible assets		110,613		10,088			120,701
Income (loss) from operations		519,270		(141,362	)		377,908

Nine Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	745,281	$	48,030		$	793,311
Depreciation		33,137		5,037			38,174
Amortization of intangible assets		24,838		10,065			34,903
Income (loss) from operations		248,493		(53,660	)		194,833

As of September 30, 2017	Broadcasting		Other		Consolidated
Goodwill	$	2,006,144	$	140,653	$	2,146,797
Assets		6,564,993		939,585		7,504,578

As of December 31, 2016	Broadcasting		Other		Consolidated
Goodwill	$	449,682	$	23,622	$	473,304
Assets		1,811,042		1,155,043		2,966,085

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14.  Condensed Consolidating Financial Information

The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes, the 6.125% Notes and the 5.875% Notes. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (See Note 2). The Non-Guarantors column presents the combined financial information of Nexstar Digital LLC, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2).

Nexstar Broadcasting’s outstanding 5.625% Notes and 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities.

Nexstar Broadcasting’s outstanding 5.875% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar, subject to certain customary release provisions. These notes are not guaranteed by any other entities.

The 5.875% Notes are the only registered debt of Nexstar. However, the indentures governing the 5.625% Notes and the 6.125% Notes also require consolidating information that presents the guarantor information.

As discussed in Notes 2 and 3, Nexstar Broadcasting completed its acquisition of certain television stations from WVMH in January 2017. Additionally, Mission completed its acquisition of Parker, the owner of KFQX, in March 2017. These acquisitions were deemed to be changes in the reporting entities, thus the following condensed consolidating financial information was prepared as if Nexstar Broadcasting owned and operated the WVMH stations and Mission owned and operated Parker as of the earliest period presented.

29

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2017

(in thousands)

			Nexstar					Non-						Consolidated
	Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	113,950	$	6,959		$	14,892		$	-		$	135,801
Accounts receivable		-		440,881		14,317			63,344			-			518,542
Amounts due from consolidated entities		-		191,994		97,665			-			(289,659	)		-
Spectrum asset		-		313,965		-			26,723			-			340,688
Other current assets		-		26,646		2,285			5,457			-			34,388
Total current assets		-		1,087,436		121,226			110,416			(289,659	)		1,029,419
Investments in subsidiaries		229,847		109,289		-			-			(339,136	)		-
Amounts due from consolidated entities		973,187		-		-			-			(973,187	)		-
Property and equipment, net		-		699,705		18,026			20,565			(74	)		738,222
Goodwill		-		1,825,094		33,187			288,516			-			2,146,797
FCC licenses		-		1,661,229		43,102			108,706			-			1,813,037
Other intangible assets, net		-		1,429,349		16,384			128,977			-			1,574,710
Other noncurrent assets		-		193,066		3,184			6,143			-			202,393
Total assets	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	45,303	$	2,893		$	55,190		$	-		$	103,386
Accounts payable		-		52,481		242			8,373			-			61,096
Liability to surrender spectrum asset		-		321,298		-			27,347			-			348,645
Amounts due to consolidated entities		-		-		-			289,659			(289,659	)		-
Other current liabilities		-		213,552		13,826			24,218			-			251,596
Total current liabilities		-		632,634		16,961			404,787			(289,659	)		764,723
Debt		-		4,041,543		223,235			21,844			-			4,286,622
Amounts due to consolidated entities		-		717,334		-			256,063			(973,397	)		-
Deferred tax liabilities		-		880,703		-			20,617			-			901,320
Other noncurrent liabilities		-		335,070		9,147			9,233			-			353,450
Total liabilities		-		6,607,284		249,343			712,544			(1,263,056	)		6,306,115
TotalNexstar MediaGroup,Inc.   stockholders' equity (deficit)		1,203,034		397,884		(14,234	)		(58,711	)		(339,000	)		1,188,973
Noncontrolling interests in consolidated   variable interest entities		-		-		-			9,490			-			9,490
Total liabilities and stockholders' equity (deficit)	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578

30

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2016

(in thousands)

			Nexstar					Non-					Consolidated
	Nexstar		Broadcasting		Mission			Guarantors		Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	75,830	$	6,478		$	5,372	$	-		$	87,680
Accounts receivable		-		184,921		12,332			20,805		-			218,058
Amounts due from consolidated entities		-		5,623		80,815			-		(86,438	)		-
Other current assets		-		53,762		1,337			2,380		-			57,479
Total current assets		-		320,136		100,962			28,557		(86,438	)		363,217
Investments in subsidiaries		256,391		38,259		-			-		(294,650	)		-
Amounts due from consolidated entities		-		66,170		-			-		(66,170	)		-
Property and equipment, net		-		244,623		19,564			12,041		(75	)		276,153
Goodwill		-		380,164		33,187			59,953		-			473,304
FCC licenses		-		468,963		43,102			30,459		-			542,524
Other intangible assets, net		-		258,502		17,922			48,313		-			324,737
Restricted cash		-		901,080		-			-		-			901,080
Other noncurrent assets		-		72,070		11,144			1,856		-			85,070
Total assets	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	19,759	$	2,334		$	6,000	$	-		$	28,093
Accounts payable		-		16,234		524			2,996		-			19,754
Amounts due to consolidated entities		-		-		-			86,438		(86,438	)		-
Other current liabilities		-		118,049		9,017			14,665		-			141,731
Total current liabilities		-		154,042		11,875			110,099		(86,438	)		189,578
Debt		-		2,045,827		221,431			47,068		-			2,314,326
Amounts due to consolidated entities		66,380		-		-			-		(66,380	)		-
Deferred tax liabilities		-		118,155		-			13,853		-			132,008
Other noncurrent liabilities		-		33,959		9,832			2,028		-			45,819
Total liabilities		66,380		2,351,983		243,138			173,048		(152,818	)		2,681,731
Total Nexstar Media Group, Inc.   stockholders' equity (deficit)		190,011		289,290		(21,257	)		5,612		(294,515	)		169,141
Noncontrolling interest in a consolidated   variable interest entity		-		108,694		4,000			2,519		-			115,213
Total liabilities and stockholders' equity (deficit)	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	536,820		$	18,715		$	56,335		$	-		$	611,870
Revenue between consolidated entities		-		28,164			8,499			(451	)		(36,212	)		-
Net revenue		-		564,984			27,214			55,884			(36,212	)		611,870
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		207,596			8,867			42,573			(1,380	)		257,656
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		133,359			1,267			10,434			(7,752	)		137,308
Local service agreement fees between   consolidated entities		-		6,913			13,250			6,917			(27,080	)		-
Amortization of broadcast rights		-		24,714			1,405			1,750			-			27,869
Amortization of intangible assets		-		28,924			605			4,457			-			33,986
Depreciation		-		23,403			591			1,985			-			25,979
Total operating expenses		-		424,909			25,985			68,116			(36,212	)		482,798
Income (loss) from operations		-		140,075			1,229			(12,232	)		-			129,072
Interest expense, net		-		(50,160	)		(2,524	)		(921	)		-			(53,605	)
Loss on extinguishment of debt		-		(1,221	)		-			-			-			(1,221	)
Other expenses		-		(161	)		-			-			-			(161	)
Equity in income of subsidiaries		47,499		-			-			-			(47,499	)		-
Income (loss) before income taxes		47,499		88,533			(1,295	)		(13,153	)		(47,499	)		74,085
Income tax (expense) benefit		-		(34,662	)		448			2,201			-			(32,013	)
Net income (loss)		47,499		53,871			(847	)		(10,952	)		(47,499	)		42,072
Net loss attributable to noncontrolling   interests		-		-			-			4,403			-			4,403
Net income (loss) attributable to Nexstar	$	47,499	$	53,871		$	(847	)	$	(6,549	)	$	(47,499	)	$	46,475

32

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	232,326		$	15,541		$	27,792		$	-		$	275,659
Revenue between consolidated entities		-		8,628			10,420			3,172			(22,220	)		-
Net revenue		-		240,954			25,961			30,964			(22,220	)		275,659
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		73,679			7,732			19,372			(39	)		100,744
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		59,754			911			4,674			(1,737	)		63,602
Local service agreement fees between   consolidated entities		-		11,859			4,500			4,085			(20,444	)		-
Amortization of broadcast rights		-		11,767			1,388			879			-			14,034
Amortization of intangible assets		-		6,735			635			4,135			-			11,505
Depreciation		-		11,317			598			962			-			12,877
Total operating expenses		-		175,111			15,764			34,107			(22,220	)		202,762
Income (loss) from operations		-		65,843			10,197			(3,143	)		-			72,897
Interest expense, net		-		(26,893	)		(2,329	)		(400	)		-			(29,622	)
Other expenses		-		(126	)		-			-			-			(126	)
Equity in income of subsidiaries		19,980		-			-			-			(19,980	)		-
Income (loss) before income taxes		19,980		38,824			7,868			(3,543	)		(19,980	)		43,149
Income tax (expense) benefit		-		(14,962	)		(3,050	)		479			-			(17,533	)
Net income (loss)		19,980		23,862			4,818			(3,064	)		(19,980	)		25,616
Net income attributable to noncontrolling   interests		-		-			-			(817	)		-			(817	)
Net income (loss) attributable to Nexstar	$	19,980	$	23,862		$	4,818		$	(3,881	)	$	(19,980	)	$	24,799

33

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	1,555,232		$	54,178		$	168,892		$	-		$	1,778,302
Revenue between consolidated entities		-		60,890			26,721			4,164			(91,775	)		-
Net revenue		-		1,616,122			80,899			173,056			(91,775	)		1,778,302
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		586,392			26,779			118,269			(2,445	)		728,995
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		436,681			3,117			33,435			(17,338	)		455,895
Local service agreement fees between   consolidated entities		-		32,696			22,250			17,046			(71,992	)		-
Amortization of broadcast rights		-		68,898			4,217			4,907			-			78,022
Amortization of intangible assets		-		103,436			1,879			15,386			-			120,701
Depreciation		-		67,593			1,766			5,138			-			74,497
Gain on disposal of stations, net		-		(57,716	)		-			-			-			(57,716	)
Total operating expenses		-		1,237,980			60,008			194,181			(91,775	)		1,400,394
Income (loss) from operations		-		378,142			20,891			(21,125	)		-			377,908
Interest expense, net		-		(177,500	)		(7,730	)		(3,297	)		-			(188,527	)
Loss on extinguishment of debt		-		(31,989	)		(2,133	)		(226	)		-			(34,348	)
Other expenses		-		(1,168	)		-			-			-			(1,168	)
Equity in income of subsidiaries		90,057		-			-			-			(90,057	)		-
Income (loss) before income taxes		90,057		167,485			11,028			(24,648	)		(90,057	)		153,865
Income tax (expense) benefit		-		(59,651	)		(4,350	)		5,607			-			(58,394	)
Net income (loss)		90,057		107,834			6,678			(19,041	)		(90,057	)		95,471
Net loss attributable to noncontrolling   interests		-		-			-			1,045			-			1,045
Net income (loss) attributable to Nexstar	$	90,057	$	107,834		$	6,678		$	(17,996	)	$	(90,057	)	$	96,516

34

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	669,762		$	45,786		$	77,763		$	-		$	793,311
Revenue between consolidated entities		-		25,800			29,314			8,666			(63,780	)		-
Net revenue		-		695,562			75,100			86,429			(63,780	)		793,311
Operating expenses:
Direct operating expenses, excluding    depreciation and amortization		-		211,660			22,638			49,616			(112	)		283,802
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		183,845			2,694			15,042			(4,042	)		197,539
Local service agreement fees between    consolidated entities		-		33,869			13,500			12,257			(59,626	)		-
Amortization of broadcast rights		-		37,165			4,169			2,726			-			44,060
Amortization of intangible assets		-		20,592			1,907			12,404			-			34,903
Depreciation		-		33,737			1,805			2,632			-			38,174
Total operating expenses		-		520,868			46,713			94,677			(63,780	)		598,478
Income (loss) from operations		-		174,694			28,387			(8,248	)		-			194,833
Interest expense, net		-		(62,704	)		(6,951	)		(1,198	)		-			(70,853	)
Other expenses		-		(409	)		-			-			-			(409	)
Equity in income of subsidiaries		57,953		-			-			-			(57,953	)		-
Income (loss) before income taxes		57,953		111,581			21,436			(9,446	)		(57,953	)		123,571
Income tax (expense) benefit		-		(44,201	)		(8,333	)		1,652			-			(50,882	)
Net income (loss)		57,953		67,380			13,103			(7,794	)		(57,953	)		72,689
Net income attributable to noncontrolling interests		-		-			-			(1,634	)		-			(1,634	)
Net income (loss) attributable to Nexstar	$	57,953	$	67,380		$	13,103		$	(9,428	)	$	(57,953	)	$	71,055

35

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2017

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	67,013		$	1,263		$	22,502		$	-	$	90,778
Cash flows from investing activities:
Purchases of property and equipment		-			(40,904	)		(315	)		(7,627	)		-		(48,846	)
Deposits and payments for acquisitions		-			(2,970,394	)		(800	)		-			-		(2,971,194	)
Proceeds from sale of stations		-			481,944			-			-			-		481,944
Proceeds received to relinquish spectrum		-			478,608			-			-			-		478,608
Other investing activities		-			21,264			-			248			-		21,512
Net cash used in investing activities		-			(2,029,482	)		(1,115	)		(7,379	)		-		(2,037,976	)
Cash flows from financing activities:
Proceeds from long-term debt		-			4,149,576			230,608			53,797			-		4,433,981
Repayments of long-term debt		-			(1,611,029	)		(226,471	)		(54,250	)		-		(1,891,750	)
Premium paid on debt extinguishment		-			(18,050	)		-			-			-		(18,050	)
Payments for debt financing costs		-			(48,235	)		(3,804	)		-			-		(52,039	)
Purchase of noncontrolling interests		-			(66,901	)		-			-			-		(66,901	)
Payments for contingent consideration		-			(258,647	)					(5,000	)		-		(263,647	)
Common stock dividends paid		(42,132	)		-			-			-			-		(42,132	)
Purchase of treasury stock		(99,008	)		-			-			-			-		(99,008	)
Inter-company payments		141,308			(141,308	)		-			-			-		-
Other financing activities		(168	)		(4,817	)		-			(150	)		-		(5,135	)
Net cash provided by (used in) financing activities		-			2,000,589			333			(5,603	)		-		1,995,319
Net increase in cash and   cash equivalents		-			38,120			481			9,520			-		48,121
Cash and cash equivalents at beginning   of period		-			75,830			6,478			5,372			-		87,680
Cash and cash equivalents at end   of period	$	-		$	113,950		$	6,959		$	14,892		$	-	$	135,801

36

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2016

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	168,791		$	3,535		$	4,096		$	-	$	176,422
Cash flows from investing activities:
Purchases of property and equipment		-			(22,973	)		(160	)		(2,509	)		-		(25,642	)
Deposits and payments for acquisitions		-			(103,970	)		-			-			-		(103,970	)
Other investing activities		-			585			-			-			-		585
Net cash used in investing activities		-			(126,358	)		(160	)		(2,509	)		-		(129,027	)
Cash flows from financing activities:
Proceeds from long-term debt		-			58,000			-			-			-		58,000
Repayments of long-term debt		-			(68,214	)		(1,751	)		(3,150	)		-		(73,115	)
Common stock dividends paid		(22,078	)		-			-			-					(22,078	)
Payments for debt financing costs		-			(18,957	)		(325	)		-			-		(19,282	)
Inter-company payments		21,691			(21,691	)		-			-			-		-
Other financing activities		387			(2,824	)		-			(2,643	)		-		(5,080	)
Net cash used in financing activities		-			(53,686	)		(2,076	)		(5,793	)		-		(61,555	)
Net (decrease) increase in cash and   cash equivalents		-			(11,253	)		1,299			(4,206	)		-		(14,160	)
Cash and cash equivalents at beginning   of period		-			27,492			4,367			11,557			-		43,416
Cash and cash equivalents at end   of period	$	-		$	16,239		$	5,666		$	7,351		$	-	$	29,256

37

15.  Subsequent Events

On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, subject to adjustments for working capital, funded by cash on hand.

On October 2, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

On October 26, 2017, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.30 per share of its Class A common stock. The dividend is payable on December 1, 2017 to stockholders of record on November 17, 2017.

On November 6, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

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

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2016.

As used in this Quarterly Report on Form 10-Q and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc. and its consolidated subsidiaries; “Nexstar Broadcasting” refers to Nexstar Broadcasting, Inc., our wholly-owned direct 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.

As a result of our deemed controlling financial interests in Mission, White Knight, Marshall, Shield, Vaughan, Tamer and Super Towers in accordance with U.S. GAAP, we consolidate their financial position, results of operations and cash flows as if they were wholly-owned entities. We believe this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Condensed Consolidated Financial Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. Therefore, the following discussion of our financial position and results of operations includes the consolidated VIEs’ financial position and results of operations.

Executive Summary

2017 Highlights

^• Net revenue during the third quarter of 2017 increased by $336.2 million, or 122.0% compared to the same period in 2016. The increase in net revenue was primarily due to incremental revenue from our newly acquired stations of $361.7 million and an increase in retransmission compensation on our legacy stations of $19.5 million. These were partially offset by decrease in revenue resulting from station divestitures of $9.9 million and decrease in revenue of our legacy stations of $22.6 million as 2017 is not an election year.

^• For each of the quarters during 2017, our Board of Directors declared dividends of $0.30 per share of Nexstar’s outstanding common stock, or total dividend payments of $42.1 million.

^• In June 2017, our Board of Directors approved an increase in our share repurchase authorization to repurchase up to an additional $100 million of our Class A common stock, of which $6.9 million was utilized in June 2017. During the third quarter of 2017, we repurchased a total of 687,492 shares of our Class A common stock for $40.7 million, funded by cash on hand. As of September 30, 2017, the remaining available amount under the share repurchase authorization was $52.4 million.

Acquisitions and Dispositions

	Acquisition Date	Purchase Price
Media General	January 17, 2017	$4.3 billion in cash, common stock, stock options and the CVR	71 full power television stations in 42 markets (net of seven full power stations divested)
West Virginia	1st closing on January 4, 2016 2nd closing on January 31, 2017	$130.1 million in cash, of which $66.9 million was paid on the 2nd closing	Three CBS and one NBC affiliated full power television stations in four markets.

On January 17, 2017, we completed our previously announced merger with Media General, which owned, operated, or serviced 78 full power television stations in 48 markets. Total consideration at closing included $1.376 billion in cash consideration to stockholders of Media General, $1.031 billion issuance of Nexstar Common Stock, $1.658 billion repayment of certain then-existing debt of Media General, including premium and accrued interest, $10.7 million in replacement stock options and the CVR of $272.3 million. Concurrent with the closing of the merger, we sold the assets of 12 full power television stations in 12 markets, five of which were previously owned by us and seven of which were previously owned by Media General. We sold the Media General stations for a total consideration of $427.6 million. We sold our stations for $114.4 million. These divestitures resulted in a net gain on disposal of $57.7 million.

The cash portion of the merger, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the divestitures and new borrowings (see debt transactions below).

39

On July 21, 2017, the Company received $478.6 million of gross proceeds from the disposition of Media General’s spectrum in the recently concluded FCC auction. On August 28, 2017, we completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated fair value. In September 2017, we paid the initial taxes due associated with the proceeds from relinquishing Media General’s spectrum of $145.9 million. As of September 30, 2017, the estimated remaining amount of CVR payable to the holders was $13.6 million and the estimated remaining unpaid taxes associated with the proceeds from the spectrum was $29.1 million. See Note 3 to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on the above acquisitions.

Debt transactions

^• Simultaneously with the closing of the merger on January 17, 2017, the Company issued new term loans and revolving loans under new senior secured credit facilities, including (i) $2.75 billion in new senior secured Term Loan B, issued at 99.49%, due 2024, (ii) $51.3 million in new senior secured Term Loan A, issued at 99.25%, due 2018, (iii) $293.9 million in new senior secured Term Loan A, issued at 99.34%, due 2022, and (iv) $175.0 million in total commitments under new senior secured revolving credit facilities, of which $3.0 million was drawn at closing. The proceeds from these new term loans and revolving loans, together with Nexstar’s proceeds from the previously issued $900.0 million 5.625% Notes at par, the net proceeds from certain station divestitures and cash on hand were used to fund the merger described above and the refinancing of Nexstar’s, Mission’s and Marshall’s certain then existing term loans and revolving loans with a principal balance of $668.8 million and $2.0 million, respectively, and to pay for related fees and expenses.

^• In connection with the merger, we assumed the $400.0 million 5.875% Notes due 2022 previously issued by LIN TV. Additionally, we consolidated Shield’s senior secured credit facility with an outstanding Term Loan A principal balance of $24.8 million, due 2022. We also guarantee these debt obligations.

^• On February 27, 2017, we called the entire $525.0 million principal amount of our 6.875% Notes at a redemption price equal to 103.438% of the principal plus any accrued and unpaid interest, funded by the new borrowings described above.

^• On July 19, 2017, the Company amended its senior secured credit facilities. The main provisions of the amendments include: (i) our additional borrowing of $456.0 million Term Loan A, issued at 99.16%, the proceeds of which were used to repay the $454.4 million outstanding principal balance of our Term Loan B, (ii) a reduction in the applicable margin portion of interest rates by 50 basis points, (iii) an extension of the maturity date of our and Shield’s Term Loan A to five years from July 19, 2017 and (iv) an extension of the maturity date of our and Mission’s revolving credit facilities to five years from July 19, 2017.

^• Through September 2017, we prepaid a total of $215.0 million in principal balance under our Term Loan B and prepaid $25.0 million in principal balance under our Term Loan A, both of which were funded by cash on hand.

^• On October 2, 2017, we prepaid $10.0 million of the outstanding principal balance under our Term Loan B, funded by cash on hand.

^• On November 6, 2017, we prepaid $10.0 million of the outstanding principal balance under our Term Loan B, funded by cash on hand.

See also Note 7 to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on the above debt transactions.

40

Overview of Operations

As of September 30, 2017, we owned, operated, programmed or provided sales and other services to 170 full power television stations, including those owned by VIEs, in 100 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 36 full power television stations owned and/or operated by independent third parties, including stations owned by Mission, Marshall, White Knight, Tamer, Vaughan, Shield and Super Towers. See Note 2—Variable Interest Entities to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a discussion of the local service agreements we have with these independent third parties.

We also guarantee all obligations incurred under Mission’s, Marshall’s and Shield’s senior secured credit facilities. Similarly, Mission is a guarantor of our senior secured credit facility, our 6.125% Notes and our 5.625% Notes, but does not guarantee our 5.875% Notes. Marshall and Shield do not guarantee any debt within the group. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2017 and 2024) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.

We do not own Mission, Marshall, White Knight, Shield, Vaughan, Tamer, Super Towers or their television stations. However, we are deemed under U.S. GAAP to have controlling financial interests in these entities because of (1) the local service agreements Nexstar has with their stations, (2) our guarantees of the obligations incurred under Mission’s, Marshall’s and Shield’s senior secured credit facilities, (3) our power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and, for Mission, White Knight, Shield, Vaughan, Tamer and Super Towers, hiring and firing of sales force personnel and (4) purchase options granted by Mission, White Knight, Tamer, Vaughan, Shield and Super Towers that permit Nexstar to acquire the assets and assume the liabilities of each these entities’ stations, subject to FCC consent. In compliance with FCC regulations for all the parties, each of Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers maintains complete responsibility for and control over programming, finances and personnel for their stations.

41

Regulatory Developments

As a television broadcaster, the Company is highly regulated and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations. In 2016, the FCC reinstated a rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of another television station in the same Designated Market Area is deemed to have an attributable ownership interest in that station (this rule had been adopted in 2014 but was vacated by a federal court of appeals). Parties to existing JSAs that are deemed attributable interests and do not comply with the FCC’s local television ownership rule have until September 30, 2025 to come into compliance. Given recent legislative and FCC actions extending the compliance deadline until September 30, 2025, the Company does not expect the rule change to impact its JSA revenue in the near term. The Company has filed a petition requesting the FCC to reconsider the JSA attribution rule, and in November 2017 the FCC is expected to adopt an order on reconsideration that eliminates the rule. If the Company is ultimately required to amend or terminate its existing agreements, however, the Company could have a reduction in revenue and increased costs if it is unable to successfully implement alternative arrangements that are as beneficial as the existing JSAs.

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. In an incentive auction which concluded in April 2017,certain television broadcasters accepted bids from the FCC to voluntarily relinquish all or part of their spectrum in exchange for consideration. Television stations that are not relinquishing their spectrum will be “repacked” into the frequency band still remaining for television broadcast use. In July 2017, the Company received $478.6 million in gross proceeds from the FCC for eight stations that will share a channel with another station, two that will move to a VHF channel and one that will discontinue its operation. The one station that will discontinue its operation is not expected to have a significant impact on our future financial results because it is located in a remote rural area of the country and the Company has other stations which serve the same area.

61 full power stations owned by Nexstar and 17 full power stations owned by VIEs have been assigned to new channels in the reduced post-auction television band and will be required to construct and license the necessary technical modifications to operate on their new assigned channels on a variable schedule ending in July 2020. Congress has allocated up to an industry-wide total of $1.75 billion to reimburse television broadcasters and MVPDs for costs reasonably incurred due to the repack. The Company expects to incur costs between now and July 2020 in connection with the repack, some or all of which will be reimbursable.  If the FCC fails to fully reimburse the Company’s repacking costs, the Company could have increased costs related to the repacking.

In March 2014, the FCC amended its rule governing retransmission consent negotiations. The amended rule initially prohibited two non-commonly owned stations ranked in the top four in viewership in a market from negotiating jointly with MVPDs. On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. Our local service agreement partners are now required to separately negotiate their retransmission consent agreements with MVPDs for their stations. We cannot predict at this time the impact this amended rule will have on future negotiations with MVPDs and the impact, if any, it will have on the Company’s revenues and expenses.

Seasonality

Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games or the Super Bowl. The Company’s stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years, when state, congressional and presidential elections occur and advertising airs during the Olympic Games. As 2017 is not an election year or an Olympic year, we expect a decrease in advertising revenues to be reported in 2017 compared to 2016.

42

Historical Performance

Revenue

The following table sets forth the amounts of the Company’s principal types of revenue (in thousands) and each type of revenue (other than trade and barter) as a percentage of total gross revenue:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2017					2016					2017					2016
	Amount			%		Amount			%		Amount			%		Amount			%
Local	$	224,026			35.0	$	94,878			33.3	$	664,436			35.7	$	286,253			35.0
National		89,568			14.0		36,522			12.8		258,342			13.9		107,849			13.2
Political		8,425			1.3		25,500			8.9		16,876			0.9		48,511			5.9
Retransmission compensation		257,517			40.2		98,267			34.4		742,511			39.9		293,717			36.0
Digital		56,180			8.8		28,621			10.0		166,868			9.0		76,011			9.3
Other		4,334			0.7		1,480			0.6		13,067			0.6		4,540			0.6
Total gross revenue		640,050			100.0		285,268			100.0		1,862,100			100.0		816,881			100.0
Less: Agency commissions		(42,081	)				(21,204	)				(123,502	)				(58,326	)
Net broadcast revenue		597,969					264,064					1,738,598					758,555
Trade and barter revenue		13,901					11,595					39,704					34,756
Net revenue	$	611,870				$	275,659				$	1,778,302				$	793,311

Results of Operations

The following table sets forth a summary of the Company’s operations (in thousands) and each component of operating expense as a percentage of net revenue:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2017						2016
	Amount		%		Amount		%		Amount			%			Amount		%
Net revenue	$	611,870		100.0	$	275,659		100.0	$	1,778,302			100.0		$	793,311		100.0
Operating expenses:
Corporate expenses		19,909		3.3		11,713		4.2		109,066			6.1			40,551		5.1
Direct operating expenses, net of trade		253,914		41.5		98,168		35.6		718,854			40.4			276,139		34.8
Selling, general and administrative expenses, excluding corporate		117,399		19.2		51,889		18.8		346,829			19.5			156,988		19.8
Trade and barter expense		14,509		2.4		11,392		4.1		41,064			2.3			34,648		4.4
Depreciation		25,979		4.2		12,877		4.7		74,497			4.2			38,174		4.8
Amortization of intangible assets		33,986		5.6		11,505		4.2		120,701			6.8			34,903		4.4
Amortization of broadcast rights, excluding barter		17,102		2.7		5,218		2.0		47,099			2.6			17,075		2.1
Gain on disposal of stations, net		-		-		-		-		(57,716	)		(3.2	)		-		-
Total operating expenses		482,798				202,762				1,400,394						598,478
Income from operations	$	129,072			$	72,897			$	377,908					$	194,833

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Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Revenue

Gross local advertising revenue was $224.0 million for the three months ended September 30, 2017, compared to $94.9 million for the same period in 2016, an increase of $129.1 million, or 136.1%. Gross national advertising revenue was $89.6 million for the three months ended September 30, 2017, compared to $36.5 million for the same period in 2016, an increase of $53.1 million, or 145.2%. The increase in local and national advertising revenue was primarily attributable to incremental revenue from our newly acquired stations of $195.2 million, less decreases in revenue resulting from station divestitures of $4.9 million. Our legacy stations’ local and national advertising revenue decreased by $8.1 million during the three months ended September 30, 2017 compared to the same period in 2016, which includes the impact of revenue from the 2016 Olympics on our NBC affiliate legacy stations. Our largest advertiser category, automobile, represented approximately 26% and 27% of our local and national advertising revenue for the three months ended September 30, 2017 and 2016, respectively. Overall, including past results of our newly acquired stations, automobile revenues decreased by 7.4% during the quarter. The other categories representing our top five were fast food/restaurants and furniture, which decreased in 2017, and radio/TV/cable/newspaper and attorneys, which increased in 2017.

Gross political advertising revenue was $8.4 million for the three months ended September 30, 2017, compared to $25.5 million for the same period in 2016, a decrease of $17.1 million, as 2017 is not an election year.

Retransmission compensation was $257.5 million for the three months ended September 30, 2017, compared to $98.3 million for the same period in 2016, an increase of $159.2 million, or 162.1%. The increase in retransmission compensation was attributable to incremental revenue from our newly acquired stations of $143.5 million, less decrease in revenue resulting from station divestitures of $3.8 million, and an increase in our legacy stations’ revenue of $19.5 million. The increase in revenue from our legacy stations was primarily due to the renewals of contracts providing for higher rates per subscriber (contracts generally have a three-year term) and scheduled annual escalation of rates per subscriber. In 2016, we successfully renewed our legacy stations’ retransmission compensation agreements representing approximately 50% of our legacy stations’ subscriber base. There were no significant renewals of retransmission compensation agreements during the period in 2017. Broadcasters currently deliver approximately 35% of all television viewing audiences but are paid approximately 12-14% of the total basic cable programming fees.  We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Digital revenue, representing advertising revenue on our stations’ web and mobile sites and other internet-based revenue, was $56.2 million for the three months ended September 30, 2017, compared to $28.6 million for the same period in 2016, an increase of $27.6 million, or 96.3%. This was primarily attributable to incremental revenue from our newly acquired stations and entities of $37.2 million, partially offset by a decrease in revenue as a result of rebranding and consolidation of our digital products and offerings of $9.5 million.

Operating Expenses

Corporate expenses, related to costs associated with the centralized management of our stations, were $19.9 million for the three months ended September 30, 2017, compared to $11.7 million for the same period in 2016, an increase of $8.2 million, or 70.0%. This was primarily attributable to an increase in payroll, severance, bonuses and payroll related expenses of $5.2 million and an increase in legal and professional fees of $1.1 million, both of which were primarily associated with our acquisitions and increased number of stations and entities. Additionally, new equity incentive awards during the current year increased our stock-based compensation by $3.3 million.

Station direct operating expenses, consisting primarily of news, engineering, programming and station selling, general and administrative expenses (net of trade expense) were $371.3 million for the three months ended September 30, 2017, compared to $150.1 million for the same period in 2016, an increase of $221.2 million, or 147.4%. The increase was primarily due to expenses of our newly acquired stations and entities of $225.5 million, and an increase in programming costs for our legacy stations of $8.7 million primarily related to recently enacted network affiliation agreements. Network affiliation fees have been increasing industry wide and will continue to increase over the next several years. These increases were partially offset by a $4.6 million decrease in our direct operating expenses attributable to stations divested.

Depreciation of property and equipment was $26.0 million for the three months ended September 30, 2017, compared to $12.9 million for the same period in 2016, an increase of $13.1 million, or 101.7%. The increase was primarily due to the acquisition of new assets through our merger with Media General.

Amortization of intangible assets was $34.0 million for the three months ended September 30, 2017, compared to $11.5 million for the same period in 2016, an increase of $22.5 million. The increase was primarily due to the acquisition of new intangible assets through our merger with Media General.

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Amortization of broadcast rights, excluding barter was $17.1 million for the three months ended September 30, 2017, compared to $5.2 million for the same period in 2016, an increase of $11.9 million, primarily attributable to our acquisition of new broadcast rights through our merger with Media General.

Interest Expense, net

Interest expense, net was $53.6 million for the three months ended September 30, 2017, compared to $29.6 million for the same period in 2016, an increase of $24.0 million, or 81.0%, primarily attributable to interest on new borrowings, net of decreases in interest resulting from redemptions.

Loss on Extinguishment of Debt

During the third quarter of 2017, we prepaid a total of $45.0 million principal balance under our Term Loan B. This resulted in loss on debt extinguishment of $1.2 million, representing the write-off of unamortized debt financing costs and debt discounts associated with these debt extinguishments.

Income Taxes

Income tax expense was $32.0 million for the three months ended September 30, 2017, compared to $17.5 million for the same period in 2016. The effective tax rates were 43.2% and 40.6% for each of the respective periods. This increase is primarily caused by permanent differences in 2017 resulting in income tax expense of $2.4 million, or a 2.9% increase to the effective income tax rate.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Revenue

Gross local advertising revenue was $664.4 million for the nine months ended September 30, 2017, compared to $286.3 million for the same period in 2016, an increase of $378.1 million, or 132.1%. Gross national advertising revenue was $258.3 million for the nine months ended September 30, 2017, compared to $107.8 million for the same period in 2016, an increase of $150.5 million, or 139.5%. The increase in local and national advertising revenue was primarily attributable to incremental revenue from our newly acquired stations of $558.4 million, less decreases in revenue resulting from station divestitures of $14.1 million. Our legacy stations’ local and national advertising revenue decreased by $15.6 million during the nine months ended September 30, 2017 compared to the same period in 2016, which includes the impact of revenue from the 2016 Olympics on our NBC affiliate legacy stations. Our largest advertiser category, automobile, represented approximately 26% of our local and national advertising revenue for each of the nine months ended September 30, 2017 and 2016, respectively. Overall, including past results of our newly acquired stations, automobile revenues decreased by 4.9% during the period. The other categories representing our top five were fast food/restaurants and furniture, which decreased in 2017, and radio/TV/cable/newspaper and attorneys, which increased in 2017.

Gross political advertising revenue was $16.9 million for the nine months ended September 30, 2017, compared to $48.5 million for the same period in 2016, a decrease of $31.6 million, as 2017 is not an election year.

Retransmission compensation was $742.5 million for the nine months ended September 30, 2017, compared to $293.7 million for the same period in 2016, an increase of $448.8 million, or 152.8%. The increase in retransmission compensation was attributable to incremental revenue from our newly acquired stations of $407.6 million, less decrease in revenue resulting from station divestitures of $10.3 million, and an increase in our legacy stations revenue of $51.5 million. The increase in revenue from our legacy stations was primarily due to the renewals of contracts providing for higher rates per subscriber (contracts generally have a three-year term) and scheduled annual escalation of rates per subscriber. In 2016, we successfully renewed our legacy stations’ retransmission compensation agreements representing approximately 50% of our legacy stations’ subscriber base. There were no significant renewals of retransmission compensation agreements during the period in 2017. Broadcasters currently deliver approximately 35% of all television viewing audiences, but are paid approximately 12-14% of the total basic cable programming fees. We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Digital revenue, representing advertising revenue on our stations’ web and mobile sites and other internet-based revenue, was $166.9 million for the nine months ended September 30, 2017, compared to $76.0 million for the same period in 2016, an increase of $90.9 million, or 119.5%. This was primarily attributable to incremental revenue from our newly acquired stations and entities of $104.7 million and an increase in revenue from our legacy stations of $3.6 million, partially offset by a decrease in revenue as a result of rebranding and consolidation of our digital products and offerings of $16.4 million and a decrease in revenue resulting from station divestitures of $1.0 million.

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Operating Expenses

Corporate expenses, related to costs associated with the centralized management of our stations, were $109.1 million for the nine months ended September 30, 2017, compared to $40.6 million for the same period in 2016, an increase of $68.5 million. This was primarily attributable to an increase in payroll, severance, bonuses and payroll related expenses of $46.3 million and an increase in legal and professional fees of $14.0 million, both of which were primarily associated with our acquisitions and increased number of stations and entities. Additionally, new equity incentive awards during the current year increased our stock-based compensation by $8.5 million.

Station direct operating expenses, consisting primarily of news, engineering, programming and station selling, general and administrative expenses (net of trade expense) were $1,065.7 million for the nine months ended September 30, 2017, compared to $433.1 million for the same period in 2016, an increase of $632.6 million, or 146.0%. The increase was primarily due to expenses of our newly acquired stations and entities of $626.4 million, and an increase in programming costs for our legacy stations of $29.5 million primarily related to recently enacted network affiliation agreements. Network affiliation fees have been increasing industry wide and will continue to increase over the next several years. These increases were partially offset by an $11.2 million decrease in our direct operating expenses attributable to stations divested.

Depreciation of property and equipment was $74.5 million for the nine months ended September 30, 2017, compared to $38.2 million for the same period in 2016, an increase of $36.3 million, or 95.2%. The increase was primarily due to the acquisition of new assets through our merger with Media General.

Amortization of intangible assets was $120.7 million for the nine months ended September 30, 2017, compared to $34.9 million for the same period in 2016, an increase of $85.8 million. The increase was primarily due to the acquisition of new intangible assets through our merger with Media General.

Amortization of broadcast rights, excluding barter was $47.1 million for the nine months ended September 30, 2017, compared to $17.1 million for the same period in 2016, an increase of $30.0 million, primarily attributable to our acquisition of new broadcast rights through our merger with Media General.

In connection with our merger with Media General, we sold the assets of 12 full power television stations in 12 markets, five of which were previously owned by us and seven of which were previously owned by Media General. We sold the Media General stations for a total consideration of $427.6 million and we sold our stations for $114.4 million. These divestitures resulted in a net gain on disposal of $57.7 million.

Interest Expense, net

Interest expense, net was $188.5 million for the nine months ended September 30, 2017, compared to $70.8 million for the same period in 2016, an increase of $117.7 million, or 166.1%, primarily attributable to interest on new borrowings, net of decreases in interest resulting from redemptions, and one-time fees associated with the financing of our acquisitions.

Loss on Extinguishment of Debt

In 2017, we redeemed the entire $525.0 million principal balance under our 6.875% Notes at a redemption price equal to 103.438%, refinanced $670.8 million of the Company’s term loans and revolving loans and prepaid $240.0 million principal balance under our new term loans. These resulted in loss on debt extinguishment of $34.3 million, representing premium paid to retire the 6.875% Notes and the write-off of unamortized debt financing costs and debt discounts/premiums associated with these debt extinguishments.

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Income Taxes

Income tax expense was $58.4 million for the nine months ended September 30, 2017, compared to $50.9 million for the same period in 2016. The effective tax rates were 38.0% and 41.2% for each of the respective periods. In 2017, we recognized the tax impact of the divested stations we previously owned which resulted in an income tax benefit of $7.8 million, or a 5.1% decrease to the effective tax rate. The income tax benefit was primarily the result of proceeds we received which will not be subject to taxation. We adopted ASU No. 2016-09 as of January 1, 2017 which now requires excess tax benefits and tax deficiencies related to stock-based compensation to be recognized within income tax expense. As such, we recognized an income tax benefit related to stock option exercises and the vesting of restricted stock units of $1.2 million, or a 0.8% decrease to the effective rate. We also released an uncertain tax position resulting in an income tax benefit of $1.6 million, or a 1.1% decrease to the effective tax rate. Permanent differences in 2017 resulted in an increase in income tax expense of $4.4 million, or a 2.8% increase to the effective income tax rate. Prior year transaction costs attributable to our merger with Media General were determined to be nondeductible for tax purposes resulting in an income tax expense of $1.7 million in 2017, or a 1.1% increase to the effective tax rate. Our acquisition of Media General and the subsequent liquidation of its legal entities increased our blended state tax rate in 2017 resulting in an income tax expense of $1.5 million, or a 1.0% increase to the effective tax rate. In 2016, a nondeductible change in contingent consideration fair value of $1.3 million resulted in a 1.0% increase in the 2016 effective tax rate.

Liquidity and Capital Resources

The Company is highly leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to meet the future cash requirements described below depends on its ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other conditions, many of which are beyond the Company’s control. Based on current operations and anticipated future growth, the Company believes that its available cash, anticipated cash flow from operations and available borrowings under the senior secured credit facilities will be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. In order to meet future cash needs the Company may, from time to time, borrow under its existing senior secured credit facilities or issue other long- or short-term debt or equity, if the market and the terms of its existing debt arrangements permit. We will continue to evaluate the best use of our operating cash flow among our capital expenditures, acquisitions and debt reduction.

Overview

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

	Nine Months Ended September 30,
	2017			2016
Net cash provided by operating activities	$	90,778		$	176,422
Net cash used in investing activities		(2,037,976	)		(129,027	)
Net cash provided by (used in) financing activities		1,995,319			(61,555	)
Net increase (decrease) in cash and cash equivalents	$	48,121		$	(14,160	)
Cash paid for interest	$	175,000		$	68,111
Cash paid for income taxes, net of refunds(1)	$	221,257		$	27,405

(1) The cash paid for income taxes, net of refunds, during the nine months ended September 30, 2017 includes payments totaling $47.4 million in tax liabilities resulting from sale of stations and payments totaling $145.9 million related to the proceeds received to relinquish certain stations’ spectrum.

	As of		As of
	September 30,		December 31,
	2017		2016
Cash and cash equivalents	$	135,801	$	87,680
Long-term debt including current portion		4,390,008		2,342,419
Unused revolving loan commitments under senior secured credit facilities(1)		172,000		103,000

(1) Based on covenant calculations as of September 30, 2017, all of the $172.0 million unused revolving loan commitments under the Company’s senior secured credit facilities were available for borrowing.

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Cash Flows – Operating Activities

Net cash flows provided by operating activities decreased by $85.6 million during the nine months ended September 30, 2017, compared to the same period in 2016. This was primarily attributable to an increase in payments for tax liabilities resulting from sale of stations of $47.4 million, an increase in payments for tax liabilities resulting from the proceeds received to relinquish certain stations’ spectrum of $145.9 million, an increase in cash paid for interest of $106.9 million, use of cash resulting from timing of payments to vendors of $43.9 million and an increase in payments for broadcast rights of $29.1 million. These transactions were partially offset by an increase in net revenue (excluding trade and barter) of $980.0 million less an increase in station and corporate operating expenses (excluding stock compensation and other non-cash station operating expenses) of $696.0 million, and source of cash resulting from timing of accounts receivable collections of $16.6 million.  

Cash paid for interest increased by $106.9 million during the nine months ended September 30, 2017 compared to the same period in 2016, primarily due to interest on new borrowings (net of redemptions) and one-time fees associated with the financing of our acquisitions.

Cash Flows – Investing Activities

Net cash flows used in investing activities increased by $1.909 billion during the nine months ended September 30, 2017 compared to the same period in 2016.

In 2017, we completed our merger with Media General and paid $1.376 billion in cash consideration to stockholders of Media General, less $63.9 million of cash acquired through the merger. In connection with the merger, we also repaid $1.658 billion of Media General’s certain then existing indebtedness as part of the acquisition purchase price. These transactions were partially offset by $481.9 million net proceeds from station divestitures and $478.6 million in gross proceeds to relinquish certain stations’ spectrum. We also received $16.4 million in proceeds from disposal of assets, primarily the sale of a real estate property.

In 2016, we acquired certain assets of four full power stations in four markets in West Virginia and paid $58.5 million. Additionally, we completed the acquisition of five full power stations for total payments of $45.5 million.

Capital expenditures during the nine months ended September 30, 2017 increased by $23.2 million compared to the same period in 2016, primarily due to capital expenditures for acquired stations and entities.

Cash Flows – Financing Activities

Net cash flows provided by financing activities increased by $2.057 billion during the nine months ended September 30, 2017 compared to the same period in 2016.

In 2017, the Company borrowed new term loans, net of debt discount, of $3.531 billion, drew $3.0 million under a new revolving loan and received the gross proceeds from our $900.0 million 5.625% Notes previously deposited in an escrow account. We also received $3.9 million in proceeds from stock option exercises. These cash flow increases were partially offset by repayments of certain then existing term and revolving loans of Nexstar, Mission and Marshall with an aggregate principal of $672.3 million, our redemption of the entire $525.0 million principal amount of our 6.875% Notes at a redemption price equal to 103.438%, repayments of outstanding principal balance under our term loans of $454.4 million associated with the amendments to senior secured credit facilities in July 2017, prepayments of $240.0 million outstanding principal balances under our term loans, payments for debt financing costs associated with new term loans and new revolving credit facilities of $52.0 million, payments to acquire the remaining assets of stations previously owned by WVMH of $66.9 million, purchases of treasury stock of $99.0 million, payments of dividends to our common stockholders of $42.1 million ($0.30 per share each quarter), payments for contingent consideration related to acquisitions of $263.6 million, payments for capital lease obligations of $5.4 million and cash payment for taxes in exchange for shares of Nexstar common stock withheld of $4.0 million.

In 2016, we borrowed a total of $58.0 million under our revolving credit facility to fund our acquisitions. These cash flow increases were partially offset by repayments of outstanding obligations under our revolving credit facility of $58.0 million, scheduled repayments of outstanding principal balance under our, Mission’s and Marshall’s term loans of $15.1 million, payments for debt financing costs of $19.3 million, payments of dividends to our common stockholders of $22.1 million ($0.24 per share each quarter), payments for contingent consideration related to an acquisition of $2.0 million, payments for capital lease obligations of $2.7 million and distribution to a noncontrolling interest of $0.6 million.

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

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Future Sources of Financing and Debt Service Requirements

As of September 30, 2017, we, Mission, Marshall and Shield had total combined debt of $4.4 billion, net of financing costs and discounts, which represented 78.7% of the Company’s combined capitalization. The Company’s high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The Company had $172.0 million of total unused revolving loan commitments under its senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of September 30, 2017. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments.

In June 2017, our Board of Directors approved an increase in our share repurchase authorization to repurchase up to an additional $100 million of our Class A common stock, of which $6.9 million was utilized in June 2017. During the third quarter of 2017, we repurchased a total of 687,492 shares of our Class A common stock for $40.7 million, funded by cash on hand. As of September 30, 2017, the remaining available amount under the share repurchase authorization was $52.4 million.

On July 21, 2017, the Company received $478.6 million of gross proceeds from the disposition of Media General’s spectrum in the recently concluded FCC auction. On August 28, 2017, we completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated fair value. In September 2017, we paid the initial taxes due associated with the proceeds from relinquishing Media General’s spectrum of $145.9 million. As of September 30, 2017, the estimated remaining amount of CVR payable to the holders was $13.6 million and the estimated remaining unpaid taxes associated with the proceeds from the spectrum was $29.1 million.

On October 2, 2017, we prepaid $10.0 million of the outstanding principal balance under our Term Loan B, funded by cash on hand.

On October 2, 2017, we completed our acquisition of certain assets of WLWC, a CW affiliated television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, subject to adjustments for working capital, funded by cash on hand.

On October 26, 2017, our Board of Directors declared a quarterly cash dividend of $0.30 per share of its Class A common stock. The dividend is payable on December 1, 2017 to stockholders of record on November 17, 2017.

On November 6, 2017, we prepaid $10.0 million of the outstanding principal balance under our Term Loan B, funded by cash on hand.

The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of September 30, 2017 (in thousands):

	Total		Remainder of 2017		2018-2019		2020-2021		Thereafter
Nexstar senior secured credit facility	$	2,573,431	$	18,121	$	82,074	$	171,969	$	2,301,267
Mission senior secured credit facility		231,420		1,158		4,628		4,628		221,006
Marshall senior secured credit facility		53,659		633		53,026		-		-
Shield senior secured credit facility		24,490		612		2,694		4,531		16,653
5.875% senior unsecured notes due 2022		400,000		-		-				400,000
6.125% senior unsecured notes due 2022		275,000		-		-		-		275,000
5.625% senior unsecured notes due 2024		900,000		-		-		-		900,000
	$	4,458,000	$	20,524	$	142,422	$	181,128	$	4,113,926

We make semiannual interest payments on our $275.0 million 6.125% Notes on February 15 and August 15 of each year. We make semiannual interest payments on the 5.625% Notes on February 1 and August 1 of each year. We also make semiannual payments on the 5.875% Notes on May 15 and November 15 of each year. Interest payments on our, Mission’s, Marshall’s and Shield’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.

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The terms of our, Mission’s, Marshall’s and Shield’s senior secured credit facilities, as well as the indentures governing our 6.125% Notes, 5.625% Notes and the 5.875% Notes, limit, but do not prohibit us, Mission, Marshall or Shield, from incurring substantial amounts of additional debt in the future.

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

Debt Covenants

Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.50 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on our combined results. The Mission, Marshall and Shield amended credit agreements do not contain financial covenant ratio requirements, but do provide for default in the event we do not comply with all covenants contained in our credit agreement. As of September 30, 2017, we were in compliance with our financial covenant. We believe Nexstar, Mission, Marshall and Shield will be able to maintain compliance with all covenants contained in the credit agreements governing the senior secured facilities and the indentures governing our 6.125% Notes, our 5.625% Notes and our 5.875% Notes for a period of at least the next 12 months from September 30, 2017.

No Off-Balance Sheet Arrangements

As of September 30, 2017, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Contractual Obligations

The following summarizes the Company’s contractual obligations as of September 30, 2017, and the effect such obligations are expected to have on the Company’s liquidity and cash flow in future periods (in thousands):

	Total		Remainderof2017		2018-2019		2020-2021		Thereafter
Nexstar senior secured credit facility	$	2,573,431	$	18,121	$	82,074	$	171,969	$	2,301,267
Mission senior secured credit facility		231,420		1,158		4,628		4,628		221,006
Marshall senior secured credit facility		53,659		633		53,026		-		-
Shield senior secured credit facility		24,490		612		2,694		4,531		16,653
5.875% senior unsecured notes due 2022		400,000		-		-		-		400,000
6.125% senior unsecured notes due 2022		275,000		-		-		-		275,000
5.625% senior unsecured notes due 2024		900,000		-		-		-		900,000
Cash interest on debt(1)		1,137,825		49,404		387,775		378,496		322,150
Network affiliation agreements		704,279		53,074		437,131		214,074		-
Broadcast rights current cash commitments(2)		14,701		1,951		8,845		3,905		-
Broadcast rights future cash commitments		86,411		13,640		61,301		11,254		216
Executive employee contracts(3)		34,603		4,495		22,851		7,257		-
Estimated benefit payments from Company assets(4)		51,567		1,467		11,700		11,400		27,000
Operating lease obligations		114,829		5,184		34,179		26,125		49,341
Capital lease obligations		26,567		450		3,543		3,596		18,978
Other		36,650		8,845		26,707		1,098		-
	$	6,665,432	$	159,034	$	1,136,454	$	838,333	$	4,531,611

(1) Estimated interest payments due, as if all debt outstanding as of September 30, 2017, remained outstanding until maturity, based on interest rates in effect at September 30, 2017.

(2) Excludes broadcast rights barter payable commitments recorded on the Condensed Consolidated Financial Statements as of September 30, 2017 in the amount of $19.8 million.

(3) Includes the employment contracts for all corporate executive employees and general managers of our stations.

(4) Actuarially estimated benefit payments under pension and other benefit plans expected to be funded directly from Company assets (i.e. SERP, Excess Plan and OPEB) which includes no expected contribution to the qualified pension plans in 2017.

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Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and reported amounts of revenue and expenses during the period. On an ongoing basis, we evaluate our estimates, including those related to business acquisitions, goodwill and intangible assets, property and equipment, bad debts, broadcast rights, retransmission revenue, trade and barter and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Information with respect to the Company’s critical accounting policies which it believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2016. Management believes that as of September 30, 2017, there has been no material change to this information.

Upon consummation of the merger on January 17, 2017, Media General’s critical accounting policies were conformed to Nexstar’s critical accounting policies. However, Media General’s historical accounting policy related to pension plans and postretirement benefits has been adopted.

Pension plans and postretirement benefits

A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The key assumptions used in developing the required estimates include discount rates, expected return on plan assets, mortality rates, health care cost trends, retirement rates and expected contributions. The expected rate of return on plan assets is 7.25%.

Recent Accounting Pronouncements

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: 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, including those described in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our other filings with the Securities and Exchange Commission. The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances unless otherwise required by law.

51

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

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

The term loan borrowings at September 30, 2017 under the Company’s senior secured credit facilities bear interest rates ranging from 3.7% to 4.2%, which represented the base rate, or LIBOR, plus the applicable margin, as defined. The revolving loans bear interest at LIBOR plus the applicable margin, which totaled 3.7% at September 30, 2017. Interest is payable in accordance with the credit agreements.

If LIBOR were to increase by 100 basis points, or one percentage point, from its September 30, 2017 level, the Company’s annual interest expense would increase and cash flow from operations would decrease by approximately $28.8 million, based on the outstanding balances of the Company’s senior secured credit facilities as of September 30, 2017. An increase of 50 basis points in LIBOR would result in a $14.4 million increase in annual interest expense and decrease in cash flow from operations. If LIBOR were to decrease either by 100 basis points or 50 basis points, the Company’s annual interest would decrease and cash flow from operations would increase by $28.8 million and $14.4 million, respectively. Our 5.625% Notes, 6.125% Notes and 5.875% Notes are fixed rate debt obligations and therefore are not exposed to market interest rate changes. As of September 30, 2017, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities.

Impact of Inflation

We believe that the Company’s results of operations are not affected by moderate changes in the inflation rate.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Nexstar’s management, with the participation of its President and Chief Executive Officer along with its Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Based upon that evaluation, Nexstar’s President and Chief Executive Officer and its Chief Financial Officer concluded that as of the end of the period covered by this report, Nexstar’s disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

As of the quarter ended September 30, 2017, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

52

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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

ITEM  1A. Risk Factors

There are no material changes from the risk factors previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2016.

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

The following is a summary of Nexstar’s common stock repurchases by month for the quarter ended September 30, 2017:

					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
August 18-31, 2017		95,842	$	59.83		95,842		87,351,445
September 1-30, 2017		591,650		59.10		591,650		52,385,396
		687,492	$	59.20		687,492

ITEM 3. Defaults Upon Senior Securities

None.

ITEM  4. Mine Safety Disclosures

None.

ITEM 5. Other Information

The unaudited financial statements of Mission Broadcasting, Inc. as of September 30, 2017 and December 31, 2016 and for the three months ended September 30, 2017 and 2016, as filed in Mission Broadcasting, Inc.’s Quarterly Report on Form 10-Q, are incorporated herein by reference.

53

ITEM  6. Exhibits

Exhibit No.	Description
4.1	Third Supplemental Indenture, dated as of March 17, 2017, by and among Nexstar Broadcasting, Inc., a Delaware corporation, as successor to LIN Television Corporation, the guarantors party thereto, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
10.1	Second Amendment to the Executive Employment Agreement, dated as of January 17, 2017, between Timothy C. Busch and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-50478) filed by Nexstar Media Group, Inc.)
10.2	Second Amendment to the Executive Employment Agreement, dated as of January 17, 2017, between Brian Jones and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-50478) filed by Nexstar Media Group, Inc.)
10.3	Amendment to the Executive Employment Agreement, dated as of January 23, 2017, between Thomas M. O’Brien and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-50478) filed by Nexstar Media Group, Inc.)
10.4	Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 1, dated as of July 19, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 25, 2017).
10.5	Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., as the borrower and Bank of America, N.A., as the administrative agent and the collateral agent and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the period ended December 31, 2016 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
10.6	Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 1, dated as of July 19, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on July 25, 2017).
31.1	Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Thomas E. Carter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
32.2	Certification of Thomas E. Carter pursuant to 18 U.S.C. ss. 1350.*
101	The Company’s unaudited Condensed Consolidated Financial Statements and related Notes for the quarter ended September 30, 2017 from this Quarterly Report on Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language).*

* Filed herewith

54

SIGNATURES

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

NEXSTAR MEDIA GROUP, INC.
	/S/ PERRY A. SOOK
By:	Perry A. Sook
Its:	President and Chief Executive Officer (Principal Executive Officer)
	/S/ THOMAS E. CARTER
By:	Thomas E. Carter
Its:	Chief Financial Officer (Principal Accounting and Financial Officer)

Dated: November 6, 2017

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Perry A. Sook, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nexstar Media Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 6, 2017

By:	/S/ PERRY A. SOOK
	Perry A. Sook President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Thomas E. Carter, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nexstar Media Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 6, 2017

By:	/s/ THOMAS E. CARTER
	Thomas E. Carter Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Nexstar Media Group, Inc. (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 6, 2017	/S/ PERRY A. SOOK
	Perry A. Sook
	President and Chief Executive Officer (Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section. The foregoing certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Nexstar Media Group, Inc. (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 6, 2017	/S/ THOMAS E. CARTER
	Thomas E. Carter
	Chief Financial Officer (Principal Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section. The foregoing certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 06, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	NXST
Entity Registrant Name	NEXSTAR MEDIA GROUP, INC.
Entity Central Index Key	0001142417
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		45,566,127

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands		Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents		$ 135,801	$ 87,680
Accounts receivable, net of allowance for doubtful accounts of $7,965 and $5,805, respectively		518,542	218,058
Spectrum asset		340,688
Restricted cash			26,719
Prepaid expenses and other current assets		34,388	30,760
Total current assets		1,029,419	363,217
Property and equipment, net		738,222	276,153
Goodwill		2,146,797	473,304
FCC licenses		1,813,037	542,524
Other intangible assets, net		1,574,710	324,737
Restricted cash			901,080
Other noncurrent assets, net		202,393	85,070
Total assets	[1]	7,504,578	2,966,085
Current liabilities:
Current portion of debt		103,386	28,093
Current portion of broadcast rights payable		18,431	16,512
Accounts payable		61,096	19,754
Accrued expenses		189,694	71,315
Interest payable		28,253	44,190
Liability to surrender spectrum		348,645
Other current liabilities		15,218	9,714
Total current liabilities		764,723	189,578
Debt		4,286,622	2,314,326
Deferred tax liabilities		901,320	132,008
Other noncurrent liabilities		353,450	45,819
Total liabilities	[1]	6,306,115	2,681,731
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of September 30, 2017 and December 31, 2016
Additional paid-in capital		1,370,686	386,921
Accumulated deficit		(78,958)	(176,583)
Treasury stock - at cost; 1,735,336 and 876,744 shares at September 30, 2017 and December 31, 2016, respectively		(103,228)	(41,513)
Total Nexstar Media Group, Inc. stockholders' equity		1,188,973	169,141
Noncontrolling interests in consolidated variable interest entities		9,490	115,213
Total stockholders' equity		1,198,463	284,354
Total liabilities and stockholders' equity		7,504,578	2,966,085
Class A Common Stock [Member]
Stockholders' equity:
Common stock		473	316
Total stockholders' equity		$ 473	$ 316

[1] The consolidated total assets as of September 30, 2017 and December 31, 2016 include certain assets held by consolidated VIEs of $450.1 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of September 30, 2017 and December 31, 2016 include certain liabilities of consolidated VIEs of $85.3 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 7,965	$ 5,805
Stockholders' equity:
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury Stock, Shares	1,735,336	876,744
Consolidated VIEs [Member]
ASSETS
Consolidated VIEs, Assets	$ 450,069	$ 226,198
LIABILITIES AND STOCKHOLDERS' EQUITY
Consolidated VIEs, Liabilities	$ 85,302	$ 39,196
Class A Common Stock [Member]
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	47,291,463	31,621,369
Common stock, shares outstanding	45,556,127	30,744,625
Class B Common Stock [Member]
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class C Common Stock [Member]
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues [Abstract]
Net revenue	$ 611,870	$ 275,659	$ 1,778,302	$ 793,311
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	257,656	100,744	728,995	283,802
Selling, general, and administrative expenses, excluding depreciation and amortization	137,308	63,602	455,895	197,539
Amortization of broadcast rights	27,869	14,034	78,022	44,060
Amortization of intangible assets	33,986	11,505	120,701	34,903
Depreciation	25,979	12,877	74,497	38,174
Gain on disposal of stations, net			(57,716)
Total operating expenses	482,798	202,762	1,400,394	598,478
Income from operations	129,072	72,897	377,908	194,833
Interest expense, net	(53,605)	(29,622)	(188,527)	(70,853)
Loss on extinguishment of debt	(1,221)		(34,348)
Other expenses	(161)	(126)	(1,168)	(409)
Income before income taxes	74,085	43,149	153,865	123,571
Income tax expense	(32,013)	(17,533)	(58,394)	(50,882)
Net income (loss)	42,072	25,616	95,471	72,689
Net loss (income) attributable to noncontrolling interests	4,403	(817)	1,045	(1,634)
Net income attributable to Nexstar Media Group, Inc.	$ 46,475	$ 24,799	$ 96,516	$ 71,055
Net income per common share attributable to Nexstar Media Group, Inc.:
Basic	$ 1.01	$ 0.81	$ 2.11	$ 2.32
Diluted	$ 0.98	$ 0.78	$ 2.05	$ 2.25
Weighted average number of common shares outstanding:
Basic	46,107	30,695	45,753	30,678
Diluted	47,452	31,698	47,029	31,619
Dividends declared per common share	$ 0.30	$ 0.24	$ 0.90	$ 0.72

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Total	Class A Common Stock [Member]	Class B Common Stock [Member]	Class C Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Noncontrolling interest in a consolidated variable interest entity [Member]
Balance at Dec. 31, 2016	$ 284,354	$ 316			$ 386,921	$ (176,583)	$ (41,513)	$ 115,213
Balance, Shares at Dec. 31, 2016		31,621,369	0	0
Balance, Shares at Dec. 31, 2016	(876,744)						(876,744)
Issuance/reissuance of stock in connection with the Merger	$ 1,031,443	$ 157			1,007,956		$ 23,330
Issuance/reissuance of stock in connection with the Merger, shares		15,670,094					560,316
Stock option replacement awards in connection with the Merger	10,702				10,702
Purchase of treasury stock	(99,008)	$ (99,000)					$ (99,008)
Purchase of treasury stock, shares		(1,689,132)					(1,689,132)
Stock-based compensation expense	17,512				17,512
Vesting of restricted stock units and exercise of stock options	3,690				(10,273)		$ 13,963
Vesting of restricted stock units and exercise of stock options, shares							270,224
Common stock dividends declared	(42,132)				(42,132)
Purchase of noncontrolling interests from variable interest entities	(108,694)							(108,694)
Consolidation of variable interest entities	7,600							7,600
Deconsolidation of a variable interest entity	(3,655)					345		(4,000)
Contribution from a noncontrolling interest	659							659
Distribution to a noncontrolling interest	(243)							(243)
Net income (loss)	95,471					96,516		(1,045)
Balance at Sep. 30, 2017	$ 1,198,463	$ 473			$ 1,370,686	(78,958)	$ (103,228)	$ 9,490
Balance, Shares at Sep. 30, 2017		47,291,463	0	0
Balance, Shares at Sep. 30, 2017	(1,735,336)						(1,735,336)
Adjustment to adopt ASU 2016-16 | ASU 2016-16 [Member]	$ 764					$ 764

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Cash flows from operating activities:
Net income	$ 95,471	$ 72,689
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debt	6,152	2,250
Amortization of broadcast rights, excluding barter	47,099	17,075
Depreciation of property and equipment	74,497	38,174
Amortization of intangible assets	120,701	34,903
Gain on asset disposal, net	(56,220)	(518)
Amortization of debt financing costs and debt discounts	7,809	3,394
Loss on extinguishment of debt	34,348
Stock-based compensation expense	17,512	9,002
Deferred income taxes	10,455	30,150
Payments for broadcast rights	(46,370)	(17,242)
Other noncash	(1,239)	(1,207)
Change in the fair value of contingent consideration		3,483
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable	(6,242)	(22,845)
Prepaid expenses and other current assets	28,907	(20,387)
Other noncurrent assets	454	(132)
Accounts payable, accrued expenses and other current liabilities	(29,194)	14,737
Taxes payable	(178,528)	(48)
Interest payable	(28,731)	13,812
Other noncurrent liabilities	(6,103)	(868)
Net cash provided by operating activities	90,778	176,422
Cash flows from investing activities:
Purchases of property and equipment	(48,846)	(25,642)
Payments for acquisitions, net of cash acquired	(2,971,194)	(103,970)
Withdrawal of interest previously deposited in escrow	5,063
Proceeds from sale of stations	481,944
Proceeds received to relinquish spectrum	478,608
Proceeds from disposals of property and equipment	16,449	585
Net cash used in investing activities	(2,037,976)	(129,027)
Cash flows from financing activities:
Proceeds from long-term debt	4,433,981	58,000
Repayments of long-term debt	(1,891,750)	(73,115)
Premium paid on debt extinguishment	(18,050)
Payments for debt financing costs	(52,039)	(19,282)
Contribution from (distributions to) a noncontrolling interest, net	416	(643)
Purchase of treasury stock	(99,008)
Proceeds from exercise of stock options	3,863	387
Common stock dividends paid	(42,132)	(22,078)
Purchase of noncontrolling interests	(66,901)	(100)
Payments for contingent consideration in connection with acquisitions	(263,647)	(2,000)
Cash paid for shares withheld for taxes	(4,031)
Payments for capital lease obligations	(5,383)	(2,724)
Net cash provided by (used in) financing activities	1,995,319	(61,555)
Net increase (decrease) in cash and cash equivalents	48,121	(14,160)
Cash and cash equivalents at beginning of period	87,680	43,416
Cash and cash equivalents at end of period	135,801	29,256
Supplemental information:
Interest paid	175,000	68,111
Income taxes paid, net of refunds	221,257	27,405
Non-cash investing and financing activities:
Accrued purchases of property and equipment	1,594	653
Noncash purchases of property and equipment	19,058	737
Accrued debt financing costs		798
Proceeds from the issuance of debt directly deposited into escrow		900,402
Consolidation of variable interest entities		$ 108,543
Debt assumed in connection with the Merger	434,269
Issuance/reissuance of Class A Common Stock in connection with the Merger	1,031,443
Stock option replacement awards in connection with the Merger	10,702
Contingent consideration payable in connection with the Merger	$ 13,616

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Organization and Business Operations

9 Months Ended

Sep. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Business Operations

1.  Organization and Business Operations

As of September 30, 2017, Nexstar Media Group, Inc. and its wholly-owned subsidiaries (“Nexstar”) owned, operated, programmed or provided sales and other services to 170 full power television stations, including those owned by variable interest entities (“VIEs”), in 100 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV, and other broadcast television networks. Through various local service agreements, Nexstar provided sales, programming, and other services to 36 full power television stations owned and/or operated by independent third parties.

On January 17, 2017, Nexstar completed its merger (the “Merger”) with Media General, Inc., a Virginia corporation (“Media General”), whereby Nexstar acquired the latter’s outstanding equity in exchange for cash and stock, plus additional consideration in the form of a non-tradeable contingent value right (“CVR”). As a result of the Merger, Nexstar acquired 71 full power stations (net of seven stations divested) in 42 markets. See Note 3 for additional information.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.  Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.

Effective January 17, 2017, Nexstar assumed local service agreements to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. Nexstar became the primary beneficiary of these VIEs and consolidated these entities as of this date. On August 2, 2016, Nexstar became the primary beneficiary of certain stations owned by West Virginia Media Holdings, LLC (“WVMH”) which were consolidated into Nexstar’s financial statements as of this date. Nexstar completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2—Variable Interest Entities for additional information on these transactions.

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

	September 30,		December 31,
	2017		2016
Current assets	$	53,445	$	3,638
Property and equipment, net		7,765		6,944
Goodwill		147,863		46,465
FCC licenses		151,808		114,791
Other intangible assets, net		83,717		53,747
Other noncurrent assets, net		5,471		613
Total assets		450,069		226,198
Current Liabilities
Liability to surrender spectrum	$	27,347	$	-
Other current liabilities		21,744		12,606
Total current liabilities		49,091		12,606
Noncurrent liabilities		36,211		26,590
Total liabilities	$	85,302	$	39,196

Liquidity

Nexstar is highly leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond Nexstar’s control.

Interim Financial Statements

The Condensed Consolidated Financial Statements as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2016. The balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Variable Interest Entities

The Company may determine that an entity is a VIE as a result of local service agreements entered into with an entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”) and White Knight Broadcasting (“White Knight”) are consolidated by Nexstar because Nexstar is deemed under U.S. GAAP to have controlling financial interests in these entities for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under Mission’s and Marshall’s senior secured credit facilities (see Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission and White Knight, hiring and firing of sales force personnel and (4) purchase options granted by Mission and White Knight which permit Nexstar to acquire the assets and assume the liabilities of each Mission and White Knight station, subject to Federal Communications Commission (“FCC”) consent.

In connection with Nexstar’s Merger with Media General consummated on January 17, 2017, Nexstar began to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. These VIEs are Shield Media, LLC (“Shield”), Vaughan Media, LLC (“Vaughan”), Tamer Media, LLC (“Tamer”) and Super Towers, Inc. (“Super Towers”). Nexstar became the primary beneficiary of these VIEs as of the closing date of the Merger because of (1) the local service agreements Nexstar assumed with these VIEs’ stations, (2) Nexstar’s guarantee of the outstanding obligations under Shield’s senior secured credit facility (Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and hiring and firing of sales force personnel and (4) purchase options granted by Shield, Vaughan, Tamer and Super Towers that permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. Therefore, the financial results and financial position of these entities have been consolidated by Nexstar in accordance with the VIE accounting guidance as of January 17, 2017.

Nexstar had variable interests in the stations previously owned by WVMH as a result of TBAs effective December 1, 2015 and an agreement to acquire the assets of these stations dated November 16, 2015. On August 2, 2016, Nexstar received approval from the FCC to acquire these stations. Nexstar re-evaluated the business arrangements with these stations as of this date and determined that it was the primary beneficiary of the variable interests because it had the ultimate power to direct the activities that most significantly impact the economic performance of the stations, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated the WVMH stations as of August 2, 2016. The final closing of this acquisition was completed on January 31, 2017. Thus, Nexstar no longer has variable interests in these stations. See Note 3 for additional information.

Nexstar had a variable interest in Parker Broadcasting of Colorado, LLC (“Parker”), the owner of station KFQX, pursuant to a TBA which Nexstar assumed effective June 13, 2014. Nexstar evaluated the business arrangement with Parker as of this date and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated Parker as of June 13, 2014. On March 31, 2017, Mission acquired the outstanding equity of Parker and effectively acquired Parker’s TBA with Nexstar. Thus, Nexstar no longer has a variable interest in Parker and deconsolidated its accounts. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and, therefore, continued to consolidate this station. See Note 3 for additional information.

The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2017 with Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers:

Service Agreements	Owner	Full Power Stations
TBA Only	Mission	WFXP, KHMT and KFQX
LMA Only	Super Towers	WNAC
	Vaughan	KNVA
SSA & JSA	Mission	KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY
	Marshall	KLJB, KPEJ and KMSS
	White Knight	WVLA, KFXK, KSHV
	Shield	WXXA and WLAJ
	Vaughan	WBDT, WYTV and KTKA
	Tamer	KWBQ, KASY and KRWB

Nexstar’s ability to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers maintain complete responsibility for and control over programming, finances, personnel and operations of their stations.

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

	September 30,		December 31,
	2017		2016
Current assets:
Cash and cash equivalents	$	15,277	$	7,302
Accounts receivable, net		28,402		20,553
Spectrum asset		26,723		-
Prepaid expenses and other current assets		6,604		3,353
Total current assets		77,006		31,208
Property and equipment, net		25,791		29,984
Goodwill		181,050		98,107
FCC licenses		151,808		114,791
Other intangible assets, net		100,101		87,668
Other noncurrent assets, net		8,913		13,233
Total assets	$	544,669	$	374,991
Current liabilities:
Current portion of debt	$	58,083	$	8,334
Interest payable		959		1,031
Liability to surrender spectrum		27,347		-
Other current liabilities		21,744		12,606
Total current liabilities		108,133		21,971
Debt		245,079		268,499
Other noncurrent liabilities		36,469		26,590
Total liabilities	$	389,681	$	317,060

Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2017. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Financial Instruments

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

See Note 3 for fair value disclosures of spectrum asset, contingent consideration liability (CVR) and liability to surrender spectrum in connection with Nexstar’s merger with Media General. See Note 7 for fair value disclosures related to the Company’s debt.

Pension plans and postretirement benefits

A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, health care cost trends, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Condensed Consolidated Balance Sheet.

Income Per Share

Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Weighted average shares outstanding - basic		46,107		30,695		45,753		30,678
Dilutive effect of equity incentive plan instruments		1,345		1,003		1,276		941
Weighted average shares outstanding - diluted		47,452		31,698		47,029		31,619

Stock options and restricted stock units to acquire a weighted average of 20,000 shares and 224,000 shares for the three months ended September 30, 2017 and 2016, respectively, and 199,000 shares and 468,000 shares during the nine months ended September 30, 2017 and 2016, respectively, of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive.

Basis of Presentation

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which updates the accounting guidance on revenue recognition. This standard is intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations to clarify the implementation of guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance in identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This update amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition and is intended to address implementation issues that were raised by stakeholders and provide additional practical expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In September 2017, the FASB issued ASU No. 2017-13, Revenue recognition (Topic 605), Revenue from contracts with customers (Topic 606), Leases (Topic 840) and Leases (Topic 842), which allows certain public entities to use the private company effective dates for adoption of ASC 606 and supersedes certain SEC paragraphs in the Codification. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard.

The above updates are effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt these updates effective January 1, 2018 under the modified retrospective approach. Based on our evaluation performed to date, we believe that approximately 90% of the reported gross revenue in 2016 will not be materially impacted by the new guidance. Our television spot advertising contracts, which comprise approximately 60% of the reported gross revenue in 2016, are short-term in nature. We expect revenue will continue to be recognized when commercials are aired. We also expect that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. This revenue source comprised approximately 30% of the 2016 reported gross revenue. The Company is in the process of finalizing its evaluation of online digital and other revenue sources.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements.  The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the provisions of the accounting standard update.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has applied the change in accounting as of January 1, 2017 and excess tax benefits and tax deficiencies related to stock-based compensation are now recognized within income tax expense. Additionally, excess tax benefits are now classified along with other income tax cash flows as an operating activity in the condensed consolidated statements of cash flows. As such, the amounts previously reported as cash flows from operating activities were increased by $13.4 million and the amount previously reported as cash flows from financing activities were decreased by $13.4 million in the Condensed Consolidated Statement of Cash Flows during the nine months ended September 30, 2016. The change in accounting principle did not impact the Company’s stockholders’ equity.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The amendments of ASU 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017. The Company has applied the change in accounting as of January 1, 2017 using the modified retrospective approach. This adoption impacted Nexstar’s previous treatment of tax gain on the sale of WTVW to Mission in 2011. As such, the amounts previously reported as other noncurrent assets, deferred tax liabilities and accumulated deficit in the condensed consolidated balance sheet were decreased by $1.3 million, $2.1 million and $0.8 million, respectively.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (ASU 2016-18), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of these updates on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). ASU 2017-01 provides clarification on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business under the new guidance, it must include an input and a substantive process that together significantly contribute to the ability to create output. The amendment removes the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and will be applied prospectively. The potential impact of this new guidance will be assessed for future acquisitions or dispositions, but it is not expected to have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for fiscal years beginning on January 1, 2020, including interim periods within those fiscal years, and early adoption as of January 1, 2017 is permitted. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth quarter 2017 testing. The new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). ASU 2017-07 requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The amendment should be applied retrospectively for the presentation of the service cost component and prospectively for the capitalization of the service cost component. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted at the beginning of any annual period for which an entity’s financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the provisions of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) – Scope of Modification Accounting (ASU 2017-09).  ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisitions and Dispositions

3.  Acquisitions and Dispositions

Merger with Media General

On January 17, 2017 (the “Closing Date”), Nexstar completed its previously announced Merger with Media General. Prior to the completion of the Merger, Media General owned, operated or serviced 78 full power television stations in 48 markets. In connection with the Merger, Nexstar sold the assets of seven of Media General’s full power television stations in seven markets. The full power television stations acquired and/or consolidated by Nexstar as a result of the Merger, net of divestitures, are as follows:

Market Rank	Market	Station	Affiliation
Nexstar:
6	San Francisco, CA	KRON	MyNetworkTV
11	Tampa, FL	WFLA/WTTA	NBC/MyNetworkTV
24	Raleigh, NC	WNCN	CBS
25	Portland, OR	KOIN	CBS
27	Indianapolis, IN	WISH/WNDY	The CW/MyNetworkTV
29	Nashville, TN	WKRN	ABC
30	New Haven, CT	WTNH/WCTX	ABC/MyNetworkTV
32	Columbus, OH	WCMH	NBC
37	Spartanburg, SC	WSPA/WYCW	CBS/The CW
39	Austin, TX	KXAN/KBVO	NBC/MyNetworkTV
42	Portsmouth, VA	WAVY/WVBT	NBC/FOX
43	Harrisburg, PA	WHTM	ABC
44	Grand Rapids, MI	WOOD/WOTV	NBC/ABC
45	Birmingham, AL	WIAT	CBS
48	Albuquerque, NM	KRQE/KREZ/KBIM	CBS
52	Providence, RI	WPRI	CBS
53	Buffalo, NY	WIVB/WNLO	CBS/The CW
55	Richmond, VA	WRIC	ABC
59	Albany, NY	WTEN/WCDC	ABC/ABC
60	Mobile, AL	WKRG/WFNA	CBS/The CW
62	Knoxville, TN	WATE	ABC
64	Dayton, OH	WDTN	NBC
65	Honolulu, HI	KHON/KHAW/KAII	FOX/FOX/FOX
66	Wichita, KS	KSNW/KSNC/KSNG/KSNK	NBC
88	Colorado Springs, CO	KXRM	FOX
91	Savannah, GA	WSAV	NBC
94	Charleston, SC	WCBD	NBC
95	Jackson, MS	WJTV	CBS
98	Tri-Cities, TN-VA	WJHL	CBS
100	Greenville, NC	WNCT	CBS
102	Florence, SC	WBTW	CBS
109	Sioux Falls, SD	KELO/KDLO/KPLO	CBS
110	Ft. Wayne, IN	WANE	CBS
111	Augusta, GA	WJBF	ABC
113	Lansing, MI	WLNS	CBS
114	Springfield, MA	WWLP	NBC
115	Youngstown, OH	WKBN	CBS
120	Lafayette, LA	KLFY	CBS
127	Columbus, GA	WRBL	CBS
135	Topeka, KS	KSNT	NBC
168	Hattiesburg, MS	WHLT	CBS
172	Rapid City, SD	KCLO	CBS
VIEs:
39	Austin, TX	KNVA	The CW
48	Alburquerque, NM	KASY/KRWB/KWBQ	MyNetworkTV/The CW/The CW
52	Providence, RI	WNAC	FOX
59	Albany, NY	WXXA	FOX
64	Dayton, OH	WDTN	NBC
113	Lansing, MI	WLAJ	ABC
115	Youngstown, OH	WYTV	ABC
135	Topeka, KS	KTKA	ABC

As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan and Super Towers and has consolidated these entities, including the stations they own.

Upon the completion of the Merger, each issued and outstanding share of common stock, no par value, of Media General (“Media General Common Stock”) immediately prior to the effective time of the Merger, other than shares or other securities representing capital stock in Media General owned, directly or indirectly, by Nexstar or any subsidiary of Media General, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable CVR representing the right to receive a pro rata share of the net proceeds from the disposition of Media General’s spectrum in the FCC’s recently concluded spectrum auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs (the CVR, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”). The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs.

Upon the completion of the Merger, each unvested Media General stock option outstanding immediately prior to the Effective Time became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the Cash Consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the Effective Time. All other equity-based awards of Media General outstanding immediately prior to the Merger vested in full and were converted into the right to receive the Merger Consideration.

The following table summarizes the components of the total consideration paid, payable or issued on the Closing Date in connection with the Merger (in thousands):

Cash Consideration	$	1,376,108
Nexstar Common Stock issued (15,670,094 shares)		995,835
Reissued Nexstar Common Stock from treasury (560,316 shares)		35,608
Stock option replacement awards (228,438 options)		10,702
Repayment of Media General debt, including premium and accrued interest		1,658,135
Contingent consideration liability (CVR)		272,264
	$	4,348,652

Concurrent with the closing of the Merger, Nexstar sold the assets of 12 full power television stations in 12 markets,five of which were previously owned by Nexstar and seven of which were previously owned by Media General. Nexstar sold the Media General stations for a total consideration of $427.6 million and recognized a loss on disposal of $4.7 million (the “Media General Divestitures”). Nexstar sold its stations for $114.4 million and recognized gain on disposal of $62.4 million (the “Nexstar Divestitures”). The gain and loss recognized from these divestitures were included as a separate line item in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017.

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan and Super Towers) are as follows (in thousands):

Cash and cash equivalents	$	63,850
Accounts receivable		302,670
Spectrum asset		466,165
Prepaid expenses and other current assets		21,773
Property and equipment		483,713
FCC licenses		1,288,246
Network affiliation agreements		1,245,600
Other intangible assets		130,714
Goodwill		1,693,531
Other noncurrent assets		50,948
Total assets acquired and consolidated		5,747,210
Less: Accounts payable and accrued expenses		(188,393	)
Less: Taxes payable		(11,915	)
Less: Interest payable		(12,794	)
Less: Debt		(434,269	)
Less: Deferred tax liabilities		(948,193	)
Less: Other noncurrent liabilities		(227,702	)
Less: Noncontrolling interests in consolidated VIEs		(7,600	)
Net assets acquired and consolidated	$	3,916,344

The estimated acquisition date fair value of Media General’s spectrum auctioned with the FCC (spectrum asset) is $466.2 million and is calculated as gross proceeds, less estimated costs associated with surrendering the spectrum to the FCC. The estimated fair value of the CVR is $272.3 million and is calculated as the gross proceeds, less estimated transaction expenses and repacking expenses and less taxes as defined in the CVR agreement. The fair value measurements of the spectrum asset and the CVR are considered Level 3 as significant inputs are unobservable to the market.

On July 21, 2017, the Company received the $478.6 million of gross proceeds from the disposition of Media General’s spectrum in the recently concluded FCC auction. Nexstar did not dispose the spectrum of its legacy stations.

On August 28, 2017, Nexstar completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated fair value. In September 2017, Nexstar paid the initial taxes due associated with the proceeds from relinquishing Media General’s spectrum of $145.9 million.

As of September 30, 2017, the Company has not surrendered any of the spectrum auctioned with the FCC. Thus, the spectrum assets were retained ($340.7 million included in current assets and $127.0 million included in other noncurrent assets in the accompanying condensed consolidating balance sheet). Accordingly, the gross proceeds received from the FCC were accounted for as liabilities to surrender spectrum. In the accompanying condensed consolidated balance sheet, $348.6 million is included in current liabilities, for spectrum that are projected to be surrendered within the next 12 months, and $130.0 million is included in other noncurrent liabilities, for spectrum that are projected to be surrendered in 2019 and 2020. Both current and noncurrent liabilities to surrender the spectrum will be reduced upon the relinquishment.

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 17 years. The carryover of the tax basis in goodwill, FCC licenses, network affiliation agreements, other intangible assets and property and equipment of $159.0 million, $294.3 million, $31.7 million, $40.4 million and $247.8 million, respectively, are deductible for tax purposes.

Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 (the “5.875% Notes”) previously issued by LIN Television Corporation, a wholly owned subsidiary of Media General (“LIN TV”). Nexstar also consolidated Shield’s senior secured credit facility with an outstanding Term Loan A principal balance of $24.8 million. These debts were assumed at fair values on the Merger Closing Date. See Note 7 for additional information.

Nexstar also assumed Media General’s pension and postretirement obligations (included in other noncurrent liabilities). See Note 6 for additional information.

The consolidation of Shield, Tamer, Vaughan and Super Towers resulted in noncontrolling interests of $7.6 million, representing the residual fair value attributable to the owners of these entities as of January 17, 2017, estimated by applying the income approach valuation technique.

The Cash Consideration, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the Nexstar Divestitures and the Media General Divestitures and new borrowings discussed in Note 7.

During 2017, Nexstar recorded measurement period adjustments, including (i) the result of our ongoing valuation procedures on acquired intangible assets which decreased the FCC licenses by $209.9 million and increased the network affiliation agreements and other intangible assets by $176.9 million and $4.6 million, respectively, (ii) a change in the estimated fair value of Media General’s spectrum asset which increased by $24.6 million, (iii) changes in the estimate of collectability of accounts receivable and various fair value assumptions, which decreased the estimated fair value of accounts receivable by $22.3 million, (iv) an increase in goodwill of $25.2 million and decreases in income tax payable and deferred tax liabilities of $5.4 million and $2.2 million, respectively, due to the measurement period adjustments discussed in (i) through (iii), and (v) reclassifications from other noncurrent assets to prepaid expenses and other current assets and reclassifications between accounts payable, accrued expenses, and other noncurrent liabilities. None of these measurement period adjustments had a material impact on the Company’s results of operations.

The acquisition’s net revenue of $1.02 billion and operating income of $200.9 million from January 17, 2017 to September 30, 2017 have been included in the accompanying Condensed Consolidated Statements of Operations.

Transaction costs relating to the Merger, including legal and professional fees and severance costs of $1.1 million and $0.9 million, were expensed as incurred during the three months ended September 30, 2017 and 2016, respectively, and $52.2 million and $7.1 million during the nine months ended September 30, 2017 and 2016, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations.

WVMH

On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of three CBS and one NBC full power television stations from WVMH for $130.0 million in cash, subject to adjustments for working capital. The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the Wheeling, West Virginia-Steubenville, Ohio market and WVNS in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in the Clarksburg-Weston, West Virginia market is affiliated with NBC. The acquisition will allow Nexstar entrance into these markets. Nexstar provided programming and sales services to these stations pursuant to a TBA from December 1, 2015 through the completion of the acquisition.

On January 4, 2016, Nexstar completed the first closing of the transaction and acquired the stations’ assets excluding certain transmission equipment, the FCC licenses and network affiliation agreements for $65.0 million, including a deposit paid upon signing the purchase agreement of $6.5 million, all funded through a combination of cash on hand and borrowings under Nexstar’s revolving credit facility in 2016.

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

Accounts receivable	$	438
Prepaid expenses and other current assets		114
Property and equipment		18,362
Other intangible assets		3,402
Goodwill		35
Total assets acquired at first closing		22,351
Less: Accounts payable and accrued expenses		(623	)
Less: Other noncurrent liabilities		(307	)
Net assets acquired at first closing		21,421
Deposit on second closing		43,543
Total paid at first closing	$	64,964

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

As discussed in Note 2, Nexstar became the primary beneficiary of its variable interests in WVMH’s stations upon receiving FCC approval on August 2, 2016 to acquire the stations’ remaining assets. Therefore, Nexstar has consolidated these remaining assets under authoritative guidance related to the consolidation of VIEs as of this date. The fair values of the assets consolidated were as follows (in thousands):

Broadcast rights	$	527
Property and equipment		3,489
FCC licenses		41,230
Network affiliation agreements		35,387
Goodwill		28,588
Consolidated assets of VIEs		109,221
Less: Broadcast rights payable		(527	)
Consolidated net asset of VIEs	$	108,694

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

On January 31, 2017, Nexstar completed its acquisition of the remaining assets of the WVMH stations. As such, Nexstar paid the owners the remaining purchase price of $66.9 million, funded by cash on hand, and utilized its $43.5 million balance of deposit previously paid to the owners to acquire the noncontrolling interest of $108.7 million.

The stations’ net revenue of $37.7 million and operating income of $7.8 million during the nine months ended September 30, 2017 have been included in the accompanying Condensed Consolidated Statements of Operations. No significant transaction costs were incurred during the nine months ended September 30, 2017 and September 30, 2016.

Parker

On May 27, 2014, Mission assumed the rights, title and interest to an existing purchase agreement to acquire Parker, the owner of television station KFQX, the FOX affiliate in the Grand Junction, Colorado market, for $4.0 million in cash, subject to adjustments for working capital. In connection with this assumption, Mission paid a deposit of $3.2 million on June 13, 2014. The acquisition was approved by the FCC in February 2017 and met all other customary conditions in March 2017. On March 31, 2017, Mission completed this acquisition and paid the remaining purchase price of $0.8 million, funded by cash on hand. The acquisition allows Mission entrance into this market.

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed are as follows (in thousands):

FCC licenses	$	1,539
Network affiliation agreements		1,743
Other intangible assets		20
Goodwill		698
Total assets acquired	$	4,000

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

As discussed in Note 2, Nexstar had a variable interest in Parker and had consolidated this entity until Mission acquired Parker’s outstanding equity. Since Nexstar no longer has variable interests in Parker, its accounts were deconsolidated from Nexstar’s financial statements. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and continued to consolidate this station. See Note 2 for more discussion on VIEs.

WLWC-TV

On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated full power television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC (“OTA”) for $4.1 million in cash, subject to adjustments for working capital, funded by cash on hand.

Due to the timing of the WLWC acquisition, certain disclosures, including the allocation of purchase price, have been omitted because the initial accounting for the business combination was incomplete as of the filing date of this Quarterly Report on Form

10-Q.

Unaudited Pro Forma Information

The acquisition of four full power television stations from WVMH is not significant for financial reporting purposes. Therefore, pro forma information has not been provided for this acquisition.

The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Media General and the related consolidation of VIEs had occurred on January 1, 2016. The unaudited pro forma information combined the historical results of Nexstar and Media General, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2016.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017		2016
Net revenue	$	611,870	$	617,627		$	1,830,727	$	1,774,834
Income (loss) before income taxes		75,203		(18,363	)		197,147		(5,428	)
Net income (loss)		42,746		(44,255	)		121,573		(12,816	)
Net income (loss) attributable to Nexstar		47,149		(46,225	)		122,618		(16,810	)
Net income (loss) per common share attributable to Nexstar - basic	$	1.02	$	(0.99	)	$	2.63	$	(0.36	)
Net income (loss) per common share attributable to Nexstar - diluted	$	0.99	$	(0.99	)	$	2.56	$	(0.36	)

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Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

4.  Intangible Assets and Goodwill

Intangible assets subject to amortization consisted of the following (in thousands):

	Estimated	September 30, 2017							December 31, 2016
	useful life,			Accumulated							Accumulated
	in years	Gross		Amortization			Net		Gross		Amortization			Net
Network affiliation agreements	15	$	1,891,053	$	(428,942	)	$	1,462,111	$	659,054	$	(357,704	)	$	301,350
Other definite-lived   intangible assets	1-15		219,022		(106,423	)		112,599		89,404		(66,017	)		23,387
Other intangible assets		$	2,110,075	$	(535,365	)	$	1,574,710	$	748,458	$	(423,721	)	$	324,737

The increases in network affiliation agreements and other definite-lived intangible assets relate to Nexstar’s acquisitions, net of dispositions, as discussed in Note 3.

The following table presents the Company’s estimate of amortization expense for the remainder of 2017, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2017 (in thousands):

Remainder of 2017	$	39,541
2018		129,251
2019		126,740
2020		117,394
2021		112,674
2022		109,520
Thereafter		939,590
	$	1,574,710

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

	Goodwill									FCC Licenses
				Accumulated									Accumulated
	Gross			Impairment			Net			Gross			Impairment			Net
Balances as of December 31, 2016	$	534,557		$	(61,253	)	$	473,304		$	591,945		$	(49,421	)	$	542,524
Acquisitions and consolidations of VIEs (See Notes 2 and 3)		1,694,153			-			1,694,153			1,289,785			-			1,289,785
Nexstar Divestitures (See Note 3)		(22,823	)		2,861			(19,962	)		(19,744	)		2,011			(17,733	)
Deconsolidation of a VIE		(698	)		-			(698	)		(1,539	)					(1,539	)
Balances as of September 30, 2017	$	2,205,189		$	(58,392	)	$	2,146,797		$	1,860,447		$	(47,410	)	$	1,813,037

Indefinite-lived intangible assets are not subject to amortization, but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the nine months ended September 30, 2017, the Company did not identify any events that would trigger impairment assessment.

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Accrued Expenses

9 Months Ended

Sep. 30, 2017

Payables And Accruals [Abstract]

Accrued Expenses

5.  Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Compensation and related taxes	$	54,666	$	20,713
Network affiliation fees		75,975		30,153
Other		59,053		20,449
	$	189,694	$	71,315

The increases in accrued expenses relate to Nexstar’s acquisitions as discussed in Note 3.

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Retirement and Postretirement Plans

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Retirement and Postretirement Plans

6.  Retirement and Postretirement Plans

As part of the Merger, Nexstar assumed Media General’s pension and postretirement obligations which were remeasured at fair value on the acquisition date.

As a result, Nexstar now has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees of Media General and its predecessors. Additionally, there are non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain Media General executives. All of these retirement plans are frozen. Media General also had a retiree medical savings account plan which reimburses eligible retired employees for certain medical expenses and an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. Beginning with the acquisition, Nexstar recognizes the underfunded status of these plan liabilities on its Condensed Consolidated Balance Sheet. The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation. Changes in the funded status are recognized through comprehensive income in the year in which the changes occur.

In conjunction with one of the divestitures concurrent with the Merger, the buyer assumed approximately $60 million of pension liability from the funded, qualified retirement plan. As of the Closing Date and following this transaction, the projected benefit obligation of the retirement plans was approximately $502 million and the plan assets at fair value were approximately $394 million resulting in a liability for retirement plans of $108 million (included in other noncurrent liabilities). In addition, the postretirement liabilities totaled approximately $23 million (included in other noncurrent liabilities).  

The following table provides the components of net periodic benefit cost (income) for the Company’s benefit plans in 2017:

	Three Months Ended					Nine Months Ended
	September 30, 2017					September 30, 2017
	Pension Benefits			Other Benefits		Pension Benefits			Other Benefits
Service cost	$	-		$	-	$	-		$	-
Interest cost		3,913			157		11,087			444
Expected return on plan assets		(7,226	)		-		(20,474	)		-
Net periodic benefit (income) cost	$	(3,313	)	$	157	$	(9,387	)	$	444

The Company has no required contributions to its qualified retirement plan in 2017. Payments to fund the obligations under the remaining plans are considered contributions and are expected to be less than $4 million in 2017.

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Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

7.  Debt

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

	September 30,			December 31,
	2017			2016
Term loans, net of financing costs and discount of $60,541 and $6,592, respectively	$	2,819,459		$	662,206
Revolving loans		3,000			2,000
6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295		-			520,705
6.125% Senior unsecured notes due 2022, net of financing costs of $2,097 and $2,402,   respectively		272,903			272,598
5.875% Senior unsecured notes due 2022, plus premium of $8,588		408,588			-
5.625% Senior unsecured notes due 2024, net of financing costs of $13,942 and $15,090,   respectively		886,058			884,910
		4,390,008			2,342,419
Less: current portion		(103,386	)		(28,093	)
	$	4,286,622		$	2,314,326

2017 Transactions

In connection with the Merger, Nexstar assumed the $400.0 million 5.875% Notes due 2022 previously issued by LIN TV. Additionally, Nexstar consolidated Shield’s new senior secured credit facility with a new Term Loan A principal balance of $24.8 million due on January 17, 2022 and payable in quarterly installments that increase over time from 1.25% to 2.5% of the principal.

On January 17, 2017, the Company issued the following new term loans and new revolving loans under new senior secured credit facilities:

• $2.75 billion in new senior secured Term Loan B, issued at 99.49%, due on January 17, 2024 and payable in consecutive quarterly installments of 0.25% of the principal, adjusted for any prepayments, with the remainder due at maturity;

• $51.3 million in new senior secured Term Loan A, issued at 99.25%, due June 28, 2018 and $293.9 million in new senior secured Term Loan A, issued at 99.34%, due January 17, 2022 both payable in quarterly installments that increase over time from 1.25% to 2.5% of the principal; and

• $175.0 million in total commitments under new senior secured revolving credit facilities, of which $3.0 million was drawn at closing and due June 28, 2018. The remaining $172.0 million in unused revolving credit facilities have a maturity date of January 17, 2022.

In January 2017, the Company recorded $48.3 million (Term Loan B) and $3.2 million (Term Loan A) in legal, professional and underwriting fees related to the new debt described above. Debt financing costs are netted against the carrying amount of the related debt.

The proceeds from the new term loans and revolving loans, together with Nexstar’s proceeds from its previously issued $900.0 million 5.625% senior unsecured notes due 2024 (the “5.625% Notes”) at par, the net proceeds from certain station divestitures (See Note 3) and cash on hand were used to finance the following:

• $1.376 billion Cash Consideration of the Merger (See Note 3);

• $1.658 billion repayment of certain then-existing debt of Media General, including premium and accrued interest (See Note 3);

• Refinancing of the Company’s then existing term loans and revolving loans with a principal balance of $668.8 million and $2.0 million, respectively; and

• Related fees and expenses.

In January 2017, the refinancing of the Company’s then existing term loans and revolving loans resulted in losses on extinguishment of debt of $6.5 million and $0.3 million, respectively, representing the write-off of unamortized debt financing costs and debt premium.

On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Notes at a redemption price equal to 103.438% of the principal plus any accrued and unpaid interest, also funded by new borrowings described above. This transaction resulted in a loss on extinguishment of debt of $22.2 million, representing premiums paid to retire the notes and write-off of unamortized debt financing costs and debt premium.

On July 19, 2017, the Company amended its senior secured credit facilities. The main provisions of the amendments include: (i) Nexstar’s additional Term Loan A borrowing of $456.0 million , issued at 99.16%, the proceeds of which were used to repay the $454.4 million outstanding principal balance of Nexstar’s Term Loan B, (ii) a reduction in the applicable margin portion of interest rates by 50 basis points, (iii) an extension of the maturity date of Nexstar’s and Shield’s Term Loan A to five years from July 19, 2017 and (iv) an extension of the maturity date of Nexstar’s and Mission’s revolving credit facilities to five years from July 19, 2017.

In July 2017, the Company recorded $2.4 million (Term Loan B), $1.8 million (Term Loan A) and $0.3 million (revolving credit facilities) in legal, professional and underwriting fees related to the amendments described above.

Through September 2017, Nexstar prepaid a total of $215.0 million in principal balance under its Term Loan B, funded by cash on hand. These resulted in a loss on extinguishment of debt of $5.0 million, representing write-off of unamortized debt financing costs and discounts. In April 2017, Nexstar prepaid $25.0 million under its Term Loan A, funded by cash on hand. This resulted in a loss on extinguishment of debt of $0.4 million, representing write-off of unamortized debt financing costs and discounts.

On October 2, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

On November 6, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

Unused Commitments and Borrowing Availability

The Company had $172.0 million of total unused revolving loan commitments under its senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of September 30, 2017. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of September 30, 2017, Nexstar was in compliance with its financial covenants.

5.625% Senior Notes

On July 27, 2016, Nexstar Escrow Corporation, a wholly-owned subsidiary of Nexstar, completed the issuance and sale of $900.0 million of 5.625% Notes at par. The gross proceeds of the 5.625% Notes, plus Nexstar’s pre-funded interests, were deposited in a segregated escrow account which could not be utilized until certain conditions were satisfied. On January 17, 2017, Nexstar completed its merger with Media General. Thus, the proceeds of the 5.625% Notes plus the pre-funded interests deposited therein were released to Nexstar. The 5.625% Notes also became the senior unsecured obligations of Nexstar, guaranteed by Mission and certain of Nexstar’s and Mission’s future wholly-owned subsidiaries, subject to certain customary release conditions.

The 5.625% Notes will mature on August 1, 2024. Interest on the 5.625% Notes is payable semiannually in arrears on February 1 and August 1 of each year. The 5.625% Notes were issued pursuant to an Indenture, dated as of July 27, 2016 (the “5.625% Indenture”). The 5.625% Notes are senior unsecured obligations of Nexstar and are guaranteed by Mission and certain of Nexstar’s and Mission’s future 100% owned subsidiaries, subject to certain customary release provisions.

The 5.625% Notes are senior obligations of Nexstar and Mission but junior to the secured debt to the extent of the value of the assets securing such debt. The 5.625% Notes rank equal to the 5.875% Notes and the 6.125% senior unsecured notes due 2022 (“6.125% Notes”).

Nexstar has the option to redeem all or a portion of the 5.625% Notes at any time prior to August 1, 2019 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after August 1, 2019, Nexstar may redeem the 5.625% Notes, in whole or in part, at the redemption prices set forth in the 5.625% Indenture. At any time prior to August 1, 2019, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 105.625%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings.

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

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

The 5.625% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes to be due and payable.

In 2016, Nexstar recorded $15.7 million in legal, professional and underwriting fees related to the issuance of the 5.625% Notes, which were recorded as debt finance costs and are being amortized over the term of the 5.625% Notes. Debt financing costs are netted against the carrying amount of the related debt.

5.875% Senior Notes

As part of the Company’s Merger with Media General on January 17, 2017, Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 previously issued by LIN TV.

The 5.875% Notes will mature on November 15, 2022. Interest on the 5.875% Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 5.875% Notes were issued pursuant to an Indenture, dated as of November 5, 2014 (the “5.875% Indenture”). The 5.875% Notes are senior unsecured obligations of Nexstar and certain of Nexstar’s future 100% owned subsidiaries, subject to certain customary release provisions.

The 5.875% Notes are senior obligations of Nexstar but junior to the secured debt, to the extent of the value of the assets securing such debt. The 5.875% Notes rank equal to the 5.625% Notes and the 6.125% Notes.

Nexstar has the option to redeem all or a portion of the 5.875% Notes at any time prior to November 15, 2017 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after November 15, 2017, Nexstar may redeem the 5.875% Notes, in whole or in part, at the redemption prices set forth in the 5.875% Indenture. At any time before August 1, 2019, Nexstar may also redeem the 5.875% Notes at 105.875% of the aggregate principal amount at a redemption price, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings, provided that (1) at least $200.0 million aggregate principal amount of 5.875% Notes issued under the 5.875% Indenture remains outstanding after each such redemption and (2) the redemption occurs within 90 days after the closing of the note offering.

Upon the occurrence of a change of control (as defined in the 5.875% Indenture), each holder of the 5.875% Notes may require Nexstar to repurchase all or a portion of the 5.875% Notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

The 5.875% Indenture contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) make certain restricted payments, (3) consummate specified asset sales, (4) enter into transactions with affiliates, (5) create liens, (6) pay dividends or make other distributions, (7) repurchase or redeem capital, (8) merge or consolidate with another person and (9) enter new lines of business.

The 5.875% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the 5.875% Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments, certain events of bankruptcy and insolvency and any guarantee of the 5.875% Notes that ceases to be in full force and effect with certain exceptions specified in the 5.875% Indenture. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the notes to be due and payable.

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission, Marshall and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital, LLC, a wholly-owned subsidiary of Nexstar (formerly Enterprise Technology, LLC and herein referred to as “Nexstar Digital”), are guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 6.125% Notes and the 5.625% Notes but does not guarantee Nexstar’s 5.875% Notes. Nexstar Digital does not guarantee any of the notes. Marshall and Shield are not guarantors of any debt within the group.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2017 and 2024) are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

Debt Covenants

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.50 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission, Marshall and Shield amended credit agreements do not contain financial covenant ratio requirements, but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2017, the Company was in compliance with its financial covenant.

Fair Value of Debt

The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands):

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Term loans(1)	$	2,819,459	$	2,887,821	$	662,206	$	665,750
Revolving loans(1)		3,000		2,983		2,000		1,969
6.875% Senior unsecured notes(2)		-		-		520,705		543,375
6.125% Senior unsecured notes(2)		272,903		286,688		272,598		284,625
5.875% Senior unsecured notes(2)		408,588		417,500		-		-
5.625% Senior unsecured notes(2)		886,058		931,500		884,512		893,250

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

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities.

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Common Stock

9 Months Ended

Sep. 30, 2017

Stockholders Equity Note [Abstract]

Common Stock

8.  Common Stock

As discussed in Note 3, Nexstar issued Common Stock in connection with its Merger with Media General consummated on January 17, 2017.

On June 12, 2017, Nexstar announced that its Board of Directors had approved an increase in the Company’s share repurchase authorization to repurchase up to an additional $100 million of its Class A common stock. The Board of Directors’ prior authorization in August 2015 to repurchase the Company’s Class A common stock up to $100 million was depleted due to shares repurchased during the second quarter of 2017. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. During the nine months ended September 30, 2017, Nexstar repurchased a total of 1,689,132 shares of Class A common stock for $99.0 million, funded by cash on hand. As of September 30, 2017, the remaining available amount under the share repurchase authorization was $52.4 million.

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Stock-Based Compensation Plans

9 Months Ended

Sep. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation Plans

9.  Stock-Based Compensation Plans

During the three months ended September 30, 2017, Nexstar granted 33,750 restricted stock units with an estimated fair value of $1.9 million. During the nine months ended September 30, 2017, Nexstar granted 1,071,250 restricted stock units with an estimated fair value of $68.6 million and 228,438 vested stock options with an estimated fair value of $10.7 million.

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

10.  Income Taxes

Income tax expense was $32.0 million for the three months ended September 30, 2017, compared to $17.5 million for the same period in 2016. The effective tax rates were 43.2% and 40.6% for each of the respective periods. This increase is primarily caused by permanent differences in 2017 resulting in income tax expense of $2.4 million, or a 2.9% increase to the effective income tax rate.

Income tax expense was $58.4 million for the nine months ended September 30, 2017, compared to $50.9 million for the same period in 2016. The effective tax rates were 38.0% and 41.2% for each of the respective periods. In 2017, the Company recognized the tax impact of the divested stations previously owned by Nexstar (See Note 3) which resulted in an income tax benefit of $7.8 million, or a 5.1% decrease to the effective tax rate. The income tax benefit was primarily the result of proceeds received which will not be subject to taxation. The Company adopted ASU No. 2016-09 as of January 1, 2017 (See Recent Accounting Pronouncements below) which now requires excess tax benefits and tax deficiencies related to stock-based compensation to be recognized within income tax expense. As such, Nexstar recognized an income tax benefit related to stock option exercises and the vesting of restricted stock units of $1.2 million, or a 0.8% decrease to the effective rate. The Company also released an uncertain tax position resulting in an income tax benefit of $1.6 million, or a 1.1% decrease to the effective tax rate. Permanent differences in 2017 resulted in an increase in income tax expense of $4.4 million, or a 2.8% increase to the effective income tax rate. Prior year transaction costs attributable to the Merger (See Note 3) were determined to be nondeductible for tax purposes resulting in an income tax expense of $1.7 million in 2017, or a 1.1% increase to the effective tax rate. The Merger and the subsequent liquidation of Media General legal entities increased the blended state tax rate in 2017 resulting in an income tax expense of $1.5 million, or a 1.0% increase to the effective tax rate. In 2016, a nondeductible change in contingent consideration fair value of $1.3 million resulted in a 1.0% increase in the 2016 effective tax rate.  

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FCC Regulatory Matters

9 Months Ended

Sep. 30, 2017

Risks And Uncertainties [Abstract]

FCC Regulatory Matters

11.  FCC Regulatory Matters

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke, and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general.

The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operations, which must be completed in July 2021.

Media Ownership

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.”

In August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews.  The 2016 Ownership Order (1) retained the existing local television ownership rule and radio/television cross-ownership rule (with minor technical modifications to address the transition to digital television broadcasting), (2) extended the current ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the existing ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the existing dual network rule, (5) made JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between stations and required public disclosure of those SSAs (while not considering them attributable).

The 2016 Ownership Order reinstated a rule that attributes another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a joint sales agreement (this rule had been previously adopted in 2014, but was vacated by the U.S. Court of Appeals for the Third Circuit).  Parties to JSAs entered into prior to March 31, 2014 may continue to operate under those JSAs until September 30, 2025.

Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order.  On October 26, 2017, the FCC released the draft text of an order (the “Reconsideration Order”) addressing the petitions for reconsideration.  The Reconsideration Order, if adopted as drafted, would (1) eliminate the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminate the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible, (3) retain the general prohibition on common ownership of two “top four” stations in a local market but provide for case-by-case review, (4) eliminate the television JSA attribution rule, and (5) retain the SSA definition and disclosure requirement for television stations.  The FCC is expected to adopt the Reconsideration Order on November 16, 2017.

On February 3, 2017, the FCC terminated in full its guidance (issued on March 12, 2014) requiring careful scrutiny of broadcast television applications which propose sharing arrangements and contingent interests.  Accordingly, the FCC no longer evaluates whether options, loan guarantees and similar otherwise non-attributable interests create undue financial influence in transactions which also include sharing arrangements between television stations.

The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39% on a nationwide basis.  Historically, the FCC has counted the ownership of an ultra-high frequency (“UHF”) station as reaching only 50% of a market’s percentage of total national audience. On August 24, 2016, the FCC adopted a Report and Order abolishing the UHF discount for the purposes of a licensee’s determination of compliance with the 39% national cap, and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount.  That order stated that the FCC would launch a comprehensive rulemaking later in 2017 to evaluate the UHF discount together with the national ownership limit.  The FCC’s April 2017 reinstatement of the UHF discount became effective on June 15, 2017, when the U.S. Court of Appeals for the D.C. Circuit denied a request to stay the reinstatement. A petition for review of the FCC’s order reinstating the UHF discount remains pending in that court, and Nexstar has intervened in the litigation in support of the FCC. Nexstar is in compliance with the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well.

Spectrum

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use.  Pursuant to federal legislation enacted in 2012, the FCC has conducted an incentive auction for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish all or part of their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum.  Over the next several years, television stations that are not relinquishing their spectrum will be “repacked” into the frequency band still remaining for television broadcast use.

The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017.  Ten of Nexstar’s stations and one station owned by Vaughan accepted bids to relinquish their spectrum. Of these 11 total stations, eight will share a channel with another station, two will move to a VHF channel and one station will discontinue its operation. The one station that will discontinue its operation is not expected to have a significant impact on our future financial results because it is located in a remote rural area of the country and the Company has other stations which serve the same area. The 11 stations will be required to cease broadcasting on their current channels (and, if applicable, implement channel sharing arrangements) between August 26, 2017 and July 22, 2018, with theexception of the stations moving to VHF channels, which must vacate their current channels by September 2019 and May 2020, respectively.

The majority of the Company’s television stations did not accept bids to relinquish their television channels.  Of those stations, 61 full power stations owned by Nexstar and 17 full power stations owned by VIEs have been assigned to new channels in the reduced post-auction television band.  These “repacked” stations are required to construct and license the necessary technical modifications to operate on their new assigned channels, and will need to cease operating on their existing channels, by deadlines which the FCC has established and which are no later than July 13, 2020. Congress has allocated up to an industry-wide total of $1.75 billion to reimburse television broadcasters and MVPDs for costs reasonably incurred due to the repack.  This fund is not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships.  Broadcasters and MVPDs have submitted estimates to the FCC of their reimbursable costs. As of October 17, 2017, these costs exceeded $1.86 billion (over $100 million more than the amount authorized by Congress), and the FCC has indicated that it expects those costs to rise.  We cannot determine if the FCC will be able to fully reimburse our repacking costs as this is dependent on certain factors, including our ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to us and whether the FCC will have available funds to reimburse us for additional repacking costs that we previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters and MVPDs that are also seeking reimbursements.

The reallocation of television spectrum to broadband use may be to the detriment of the Company’s investment in digital facilities, could require substantial additional investment to continue current operations, and may require viewers to invest in additional equipment or subscription services to continue receiving broadcast television signals. The Company cannot predict the impact of the incentive auction and subsequent repacking on its business.

Retransmission Consent

On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking to reexamine its rules (i) governing the requirements for good faith negotiations between multichannel video program distributors (“MVPDs”) and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms for another station under a local service agreement; (ii) for providing advance notice to consumers in the event of dispute; and (iii) to extend certain cable-only obligations to all MVPDs. The FCC also asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations during a retransmission consent dispute.

In March 2014, the FCC adopted a rule that prohibits joint retransmission consent negotiation between television stations in the same market which are not commonly owned and which are ranked among the top four stations in the market in terms of audience share.  On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. This rule requires the independent third parties with which Nexstar has local service agreements to separately negotiate their retransmission consent agreements. The December 2014 legislation also directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.”  The FCC commenced this proceeding in September 2015 and comments and reply comments were submitted.  In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. The proceeding remains open.

Concurrently with its adoption of the prohibition on certain joint retransmission consent negotiations, the FCC also adopted a further notice of proposed rulemaking which seeks additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s prohibition on certain joint retransmission consent negotiations and its possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals, or the impact of these proposals or the FCC’s prohibition on certain joint negotiations, on its business.

Further, certain online video distributors and other over-the-top video distributors (“OTTDs”) have begun streaming broadcast programming over the Internet. In June 2014, the U.S. Supreme Court held that an OTTD’s retransmissions of broadcast television signals without the consent of the broadcast station violate copyright holders’ exclusive right to perform their works publicly as provided under the Copyright Act.  In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OTTDs 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 OTTDs.  Comments and reply comments were filed in 2015. Although the FCC has not classified OTTDs as MVPDs to date, several OTTDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12.  Commitments and Contingencies

Guarantees of Mission, Marshall and Shield Debt

Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission, Marshall and Shield senior secured credit facilities. In the event that Mission, Marshall or Shield are unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under these guarantees would be generally limited to the borrowings outstanding. As of September 30, 2017, Mission had a maximum commitment of $229.1 million under its senior secured credit facility, of which $226.1 million of debt was outstanding, Marshall had used all of its commitment and had outstanding debt obligations of $53.0 million and Shield had also used all of its commitment and had outstanding obligations of $24.0 million. Marshall’s debt is due in June 2018 and is included in the current liabilities in the accompanying September 30, 2017 condensed consolidated balance sheet. The other debts guaranteed by Nexstar are long-term debt obligations of Mission and Shield.

Indemnification Obligations

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

Litigation

From time to time, the Company is involved with claims that arise out of the normal course of its business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.

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Segment Data

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment Data

13.  Segment Data

The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States. The other activities of the Company include corporate functions, eliminations and other insignificant operations.

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

Three Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	582,420	$	29,450		$	611,870
Depreciation		21,948		4,031			25,979
Amortization of intangible assets		31,406		2,580			33,986
Income (loss) from operations		159,225		(30,153	)		129,072

Three Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	257,789	$	17,870		$	275,659
Depreciation		10,978		1,899			12,877
Amortization of intangible assets		8,175		3,330			11,505
Income (loss) from operations		89,511		(16,614	)		72,897

Nine Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	1,688,076	$	90,226		$	1,778,302
Depreciation		63,592		10,905			74,497
Amortization of intangible assets		110,613		10,088			120,701
Income (loss) from operations		519,270		(141,362	)		377,908

Nine Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	745,281	$	48,030		$	793,311
Depreciation		33,137		5,037			38,174
Amortization of intangible assets		24,838		10,065			34,903
Income (loss) from operations		248,493		(53,660	)		194,833

As of September 30, 2017	Broadcasting		Other		Consolidated
Goodwill	$	2,006,144	$	140,653	$	2,146,797
Assets		6,564,993		939,585		7,504,578

As of December 31, 2016	Broadcasting		Other		Consolidated
Goodwill	$	449,682	$	23,622	$	473,304
Assets		1,811,042		1,155,043		2,966,085

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Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2017

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information

14.  Condensed Consolidating Financial Information

The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes, the 6.125% Notes and the 5.875% Notes. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (See Note 2). The Non-Guarantors column presents the combined financial information of Nexstar Digital LLC, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2).

Nexstar Broadcasting’s outstanding 5.625% Notes and 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities.

Nexstar Broadcasting’s outstanding 5.875% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar, subject to certain customary release provisions. These notes are not guaranteed by any other entities.

The 5.875% Notes are the only registered debt of Nexstar. However, the indentures governing the 5.625% Notes and the 6.125% Notes also require consolidating information that presents the guarantor information.

As discussed in Notes 2 and 3, Nexstar Broadcasting completed its acquisition of certain television stations from WVMH in January 2017. Additionally, Mission completed its acquisition of Parker, the owner of KFQX, in March 2017. These acquisitions were deemed to be changes in the reporting entities, thus the following condensed consolidating financial information was prepared as if Nexstar Broadcasting owned and operated the WVMH stations and Mission owned and operated Parker as of the earliest period presented.

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2017

(in thousands)

			Nexstar					Non-						Consolidated
	Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	113,950	$	6,959		$	14,892		$	-		$	135,801
Accounts receivable		-		440,881		14,317			63,344			-			518,542
Amounts due from consolidated entities		-		191,994		97,665			-			(289,659	)		-
Spectrum asset		-		313,965		-			26,723			-			340,688
Other current assets		-		26,646		2,285			5,457			-			34,388
Total current assets		-		1,087,436		121,226			110,416			(289,659	)		1,029,419
Investments in subsidiaries		229,847		109,289		-			-			(339,136	)		-
Amounts due from consolidated entities		973,187		-		-			-			(973,187	)		-
Property and equipment, net		-		699,705		18,026			20,565			(74	)		738,222
Goodwill		-		1,825,094		33,187			288,516			-			2,146,797
FCC licenses		-		1,661,229		43,102			108,706			-			1,813,037
Other intangible assets, net		-		1,429,349		16,384			128,977			-			1,574,710
Other noncurrent assets		-		193,066		3,184			6,143			-			202,393
Total assets	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	45,303	$	2,893		$	55,190		$	-		$	103,386
Accounts payable		-		52,481		242			8,373			-			61,096
Liability to surrender spectrum asset		-		321,298		-			27,347			-			348,645
Amounts due to consolidated entities		-		-		-			289,659			(289,659	)		-
Other current liabilities		-		213,552		13,826			24,218			-			251,596
Total current liabilities		-		632,634		16,961			404,787			(289,659	)		764,723
Debt		-		4,041,543		223,235			21,844			-			4,286,622
Amounts due to consolidated entities		-		717,334		-			256,063			(973,397	)		-
Deferred tax liabilities		-		880,703		-			20,617			-			901,320
Other noncurrent liabilities		-		335,070		9,147			9,233			-			353,450
Total liabilities		-		6,607,284		249,343			712,544			(1,263,056	)		6,306,115
TotalNexstar MediaGroup,Inc.   stockholders' equity (deficit)		1,203,034		397,884		(14,234	)		(58,711	)		(339,000	)		1,188,973
Noncontrolling interests in consolidated   variable interest entities		-		-		-			9,490			-			9,490
Total liabilities and stockholders' equity (deficit)	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2016

(in thousands)

			Nexstar					Non-					Consolidated
	Nexstar		Broadcasting		Mission			Guarantors		Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	75,830	$	6,478		$	5,372	$	-		$	87,680
Accounts receivable		-		184,921		12,332			20,805		-			218,058
Amounts due from consolidated entities		-		5,623		80,815			-		(86,438	)		-
Other current assets		-		53,762		1,337			2,380		-			57,479
Total current assets		-		320,136		100,962			28,557		(86,438	)		363,217
Investments in subsidiaries		256,391		38,259		-			-		(294,650	)		-
Amounts due from consolidated entities		-		66,170		-			-		(66,170	)		-
Property and equipment, net		-		244,623		19,564			12,041		(75	)		276,153
Goodwill		-		380,164		33,187			59,953		-			473,304
FCC licenses		-		468,963		43,102			30,459		-			542,524
Other intangible assets, net		-		258,502		17,922			48,313		-			324,737
Restricted cash		-		901,080		-			-		-			901,080
Other noncurrent assets		-		72,070		11,144			1,856		-			85,070
Total assets	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	19,759	$	2,334		$	6,000	$	-		$	28,093
Accounts payable		-		16,234		524			2,996		-			19,754
Amounts due to consolidated entities		-		-		-			86,438		(86,438	)		-
Other current liabilities		-		118,049		9,017			14,665		-			141,731
Total current liabilities		-		154,042		11,875			110,099		(86,438	)		189,578
Debt		-		2,045,827		221,431			47,068		-			2,314,326
Amounts due to consolidated entities		66,380		-		-			-		(66,380	)		-
Deferred tax liabilities		-		118,155		-			13,853		-			132,008
Other noncurrent liabilities		-		33,959		9,832			2,028		-			45,819
Total liabilities		66,380		2,351,983		243,138			173,048		(152,818	)		2,681,731
Total Nexstar Media Group, Inc.   stockholders' equity (deficit)		190,011		289,290		(21,257	)		5,612		(294,515	)		169,141
Noncontrolling interest in a consolidated   variable interest entity		-		108,694		4,000			2,519		-			115,213
Total liabilities and stockholders' equity (deficit)	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	536,820		$	18,715		$	56,335		$	-		$	611,870
Revenue between consolidated entities		-		28,164			8,499			(451	)		(36,212	)		-
Net revenue		-		564,984			27,214			55,884			(36,212	)		611,870
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		207,596			8,867			42,573			(1,380	)		257,656
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		133,359			1,267			10,434			(7,752	)		137,308
Local service agreement fees between   consolidated entities		-		6,913			13,250			6,917			(27,080	)		-
Amortization of broadcast rights		-		24,714			1,405			1,750			-			27,869
Amortization of intangible assets		-		28,924			605			4,457			-			33,986
Depreciation		-		23,403			591			1,985			-			25,979
Total operating expenses		-		424,909			25,985			68,116			(36,212	)		482,798
Income (loss) from operations		-		140,075			1,229			(12,232	)		-			129,072
Interest expense, net		-		(50,160	)		(2,524	)		(921	)		-			(53,605	)
Loss on extinguishment of debt		-		(1,221	)		-			-			-			(1,221	)
Other expenses		-		(161	)		-			-			-			(161	)
Equity in income of subsidiaries		47,499		-			-			-			(47,499	)		-
Income (loss) before income taxes		47,499		88,533			(1,295	)		(13,153	)		(47,499	)		74,085
Income tax (expense) benefit		-		(34,662	)		448			2,201			-			(32,013	)
Net income (loss)		47,499		53,871			(847	)		(10,952	)		(47,499	)		42,072
Net loss attributable to noncontrolling   interests		-		-			-			4,403			-			4,403
Net income (loss) attributable to Nexstar	$	47,499	$	53,871		$	(847	)	$	(6,549	)	$	(47,499	)	$	46,475

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	232,326		$	15,541		$	27,792		$	-		$	275,659
Revenue between consolidated entities		-		8,628			10,420			3,172			(22,220	)		-
Net revenue		-		240,954			25,961			30,964			(22,220	)		275,659
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		73,679			7,732			19,372			(39	)		100,744
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		59,754			911			4,674			(1,737	)		63,602
Local service agreement fees between   consolidated entities		-		11,859			4,500			4,085			(20,444	)		-
Amortization of broadcast rights		-		11,767			1,388			879			-			14,034
Amortization of intangible assets		-		6,735			635			4,135			-			11,505
Depreciation		-		11,317			598			962			-			12,877
Total operating expenses		-		175,111			15,764			34,107			(22,220	)		202,762
Income (loss) from operations		-		65,843			10,197			(3,143	)		-			72,897
Interest expense, net		-		(26,893	)		(2,329	)		(400	)		-			(29,622	)
Other expenses		-		(126	)		-			-			-			(126	)
Equity in income of subsidiaries		19,980		-			-			-			(19,980	)		-
Income (loss) before income taxes		19,980		38,824			7,868			(3,543	)		(19,980	)		43,149
Income tax (expense) benefit		-		(14,962	)		(3,050	)		479			-			(17,533	)
Net income (loss)		19,980		23,862			4,818			(3,064	)		(19,980	)		25,616
Net income attributable to noncontrolling   interests		-		-			-			(817	)		-			(817	)
Net income (loss) attributable to Nexstar	$	19,980	$	23,862		$	4,818		$	(3,881	)	$	(19,980	)	$	24,799

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	1,555,232		$	54,178		$	168,892		$	-		$	1,778,302
Revenue between consolidated entities		-		60,890			26,721			4,164			(91,775	)		-
Net revenue		-		1,616,122			80,899			173,056			(91,775	)		1,778,302
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		586,392			26,779			118,269			(2,445	)		728,995
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		436,681			3,117			33,435			(17,338	)		455,895
Local service agreement fees between   consolidated entities		-		32,696			22,250			17,046			(71,992	)		-
Amortization of broadcast rights		-		68,898			4,217			4,907			-			78,022
Amortization of intangible assets		-		103,436			1,879			15,386			-			120,701
Depreciation		-		67,593			1,766			5,138			-			74,497
Gain on disposal of stations, net		-		(57,716	)		-			-			-			(57,716	)
Total operating expenses		-		1,237,980			60,008			194,181			(91,775	)		1,400,394
Income (loss) from operations		-		378,142			20,891			(21,125	)		-			377,908
Interest expense, net		-		(177,500	)		(7,730	)		(3,297	)		-			(188,527	)
Loss on extinguishment of debt		-		(31,989	)		(2,133	)		(226	)		-			(34,348	)
Other expenses		-		(1,168	)		-			-			-			(1,168	)
Equity in income of subsidiaries		90,057		-			-			-			(90,057	)		-
Income (loss) before income taxes		90,057		167,485			11,028			(24,648	)		(90,057	)		153,865
Income tax (expense) benefit		-		(59,651	)		(4,350	)		5,607			-			(58,394	)
Net income (loss)		90,057		107,834			6,678			(19,041	)		(90,057	)		95,471
Net loss attributable to noncontrolling   interests		-		-			-			1,045			-			1,045
Net income (loss) attributable to Nexstar	$	90,057	$	107,834		$	6,678		$	(17,996	)	$	(90,057	)	$	96,516

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	669,762		$	45,786		$	77,763		$	-		$	793,311
Revenue between consolidated entities		-		25,800			29,314			8,666			(63,780	)		-
Net revenue		-		695,562			75,100			86,429			(63,780	)		793,311
Operating expenses:
Direct operating expenses, excluding    depreciation and amortization		-		211,660			22,638			49,616			(112	)		283,802
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		183,845			2,694			15,042			(4,042	)		197,539
Local service agreement fees between    consolidated entities		-		33,869			13,500			12,257			(59,626	)		-
Amortization of broadcast rights		-		37,165			4,169			2,726			-			44,060
Amortization of intangible assets		-		20,592			1,907			12,404			-			34,903
Depreciation		-		33,737			1,805			2,632			-			38,174
Total operating expenses		-		520,868			46,713			94,677			(63,780	)		598,478
Income (loss) from operations		-		174,694			28,387			(8,248	)		-			194,833
Interest expense, net		-		(62,704	)		(6,951	)		(1,198	)		-			(70,853	)
Other expenses		-		(409	)		-			-			-			(409	)
Equity in income of subsidiaries		57,953		-			-			-			(57,953	)		-
Income (loss) before income taxes		57,953		111,581			21,436			(9,446	)		(57,953	)		123,571
Income tax (expense) benefit		-		(44,201	)		(8,333	)		1,652			-			(50,882	)
Net income (loss)		57,953		67,380			13,103			(7,794	)		(57,953	)		72,689
Net income attributable to noncontrolling interests		-		-			-			(1,634	)		-			(1,634	)
Net income (loss) attributable to Nexstar	$	57,953	$	67,380		$	13,103		$	(9,428	)	$	(57,953	)	$	71,055

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2017

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	67,013		$	1,263		$	22,502		$	-	$	90,778
Cash flows from investing activities:
Purchases of property and equipment		-			(40,904	)		(315	)		(7,627	)		-		(48,846	)
Deposits and payments for acquisitions		-			(2,970,394	)		(800	)		-			-		(2,971,194	)
Proceeds from sale of stations		-			481,944			-			-			-		481,944
Proceeds received to relinquish spectrum		-			478,608			-			-			-		478,608
Other investing activities		-			21,264			-			248			-		21,512
Net cash used in investing activities		-			(2,029,482	)		(1,115	)		(7,379	)		-		(2,037,976	)
Cash flows from financing activities:
Proceeds from long-term debt		-			4,149,576			230,608			53,797			-		4,433,981
Repayments of long-term debt		-			(1,611,029	)		(226,471	)		(54,250	)		-		(1,891,750	)
Premium paid on debt extinguishment		-			(18,050	)		-			-			-		(18,050	)
Payments for debt financing costs		-			(48,235	)		(3,804	)		-			-		(52,039	)
Purchase of noncontrolling interests		-			(66,901	)		-			-			-		(66,901	)
Payments for contingent consideration		-			(258,647	)					(5,000	)		-		(263,647	)
Common stock dividends paid		(42,132	)		-			-			-			-		(42,132	)
Purchase of treasury stock		(99,008	)		-			-			-			-		(99,008	)
Inter-company payments		141,308			(141,308	)		-			-			-		-
Other financing activities		(168	)		(4,817	)		-			(150	)		-		(5,135	)
Net cash provided by (used in) financing activities		-			2,000,589			333			(5,603	)		-		1,995,319
Net increase in cash and   cash equivalents		-			38,120			481			9,520			-		48,121
Cash and cash equivalents at beginning   of period		-			75,830			6,478			5,372			-		87,680
Cash and cash equivalents at end   of period	$	-		$	113,950		$	6,959		$	14,892		$	-	$	135,801

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2016

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	168,791		$	3,535		$	4,096		$	-	$	176,422
Cash flows from investing activities:
Purchases of property and equipment		-			(22,973	)		(160	)		(2,509	)		-		(25,642	)
Deposits and payments for acquisitions		-			(103,970	)		-			-			-		(103,970	)
Other investing activities		-			585			-			-			-		585
Net cash used in investing activities		-			(126,358	)		(160	)		(2,509	)		-		(129,027	)
Cash flows from financing activities:
Proceeds from long-term debt		-			58,000			-			-			-		58,000
Repayments of long-term debt		-			(68,214	)		(1,751	)		(3,150	)		-		(73,115	)
Common stock dividends paid		(22,078	)		-			-			-					(22,078	)
Payments for debt financing costs		-			(18,957	)		(325	)		-			-		(19,282	)
Inter-company payments		21,691			(21,691	)		-			-			-		-
Other financing activities		387			(2,824	)		-			(2,643	)		-		(5,080	)
Net cash used in financing activities		-			(53,686	)		(2,076	)		(5,793	)		-		(61,555	)
Net (decrease) increase in cash and   cash equivalents		-			(11,253	)		1,299			(4,206	)		-		(14,160	)
Cash and cash equivalents at beginning   of period		-			27,492			4,367			11,557			-		43,416
Cash and cash equivalents at end   of period	$	-		$	16,239		$	5,666		$	7,351		$	-	$	29,256

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, subject to adjustments for working capital, funded by cash on hand.

On October 2, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

On October 26, 2017, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.30 per share of its Class A common stock. The dividend is payable on December 1, 2017 to stockholders of record on November 17, 2017.

On November 6, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.

Effective January 17, 2017, Nexstar assumed local service agreements to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. Nexstar became the primary beneficiary of these VIEs and consolidated these entities as of this date. On August 2, 2016, Nexstar became the primary beneficiary of certain stations owned by West Virginia Media Holdings, LLC (“WVMH”) which were consolidated into Nexstar’s financial statements as of this date. Nexstar completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2—Variable Interest Entities for additional information on these transactions.

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

	September 30,		December 31,
	2017		2016
Current assets	$	53,445	$	3,638
Property and equipment, net		7,765		6,944
Goodwill		147,863		46,465
FCC licenses		151,808		114,791
Other intangible assets, net		83,717		53,747
Other noncurrent assets, net		5,471		613
Total assets		450,069		226,198
Current Liabilities
Liability to surrender spectrum	$	27,347	$	-
Other current liabilities		21,744		12,606
Total current liabilities		49,091		12,606
Noncurrent liabilities		36,211		26,590
Total liabilities	$	85,302	$	39,196

Liquidity

Liquidity

Nexstar is highly leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond Nexstar’s control.

Interim Financial Statements

Interim Financial Statements

The Condensed Consolidated Financial Statements as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2016. The balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Variable Interest Entities

Variable Interest Entities

The Company may determine that an entity is a VIE as a result of local service agreements entered into with an entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”) and White Knight Broadcasting (“White Knight”) are consolidated by Nexstar because Nexstar is deemed under U.S. GAAP to have controlling financial interests in these entities for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under Mission’s and Marshall’s senior secured credit facilities (see Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission and White Knight, hiring and firing of sales force personnel and (4) purchase options granted by Mission and White Knight which permit Nexstar to acquire the assets and assume the liabilities of each Mission and White Knight station, subject to Federal Communications Commission (“FCC”) consent.

In connection with Nexstar’s Merger with Media General consummated on January 17, 2017, Nexstar began to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. These VIEs are Shield Media, LLC (“Shield”), Vaughan Media, LLC (“Vaughan”), Tamer Media, LLC (“Tamer”) and Super Towers, Inc. (“Super Towers”). Nexstar became the primary beneficiary of these VIEs as of the closing date of the Merger because of (1) the local service agreements Nexstar assumed with these VIEs’ stations, (2) Nexstar’s guarantee of the outstanding obligations under Shield’s senior secured credit facility (Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and hiring and firing of sales force personnel and (4) purchase options granted by Shield, Vaughan, Tamer and Super Towers that permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. Therefore, the financial results and financial position of these entities have been consolidated by Nexstar in accordance with the VIE accounting guidance as of January 17, 2017.

Nexstar had variable interests in the stations previously owned by WVMH as a result of TBAs effective December 1, 2015 and an agreement to acquire the assets of these stations dated November 16, 2015. On August 2, 2016, Nexstar received approval from the FCC to acquire these stations. Nexstar re-evaluated the business arrangements with these stations as of this date and determined that it was the primary beneficiary of the variable interests because it had the ultimate power to direct the activities that most significantly impact the economic performance of the stations, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated the WVMH stations as of August 2, 2016. The final closing of this acquisition was completed on January 31, 2017. Thus, Nexstar no longer has variable interests in these stations. See Note 3 for additional information.

Nexstar had a variable interest in Parker Broadcasting of Colorado, LLC (“Parker”), the owner of station KFQX, pursuant to a TBA which Nexstar assumed effective June 13, 2014. Nexstar evaluated the business arrangement with Parker as of this date and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated Parker as of June 13, 2014. On March 31, 2017, Mission acquired the outstanding equity of Parker and effectively acquired Parker’s TBA with Nexstar. Thus, Nexstar no longer has a variable interest in Parker and deconsolidated its accounts. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and, therefore, continued to consolidate this station. See Note 3 for additional information.

The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2017 with Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers:

Service Agreements	Owner	Full Power Stations
TBA Only	Mission	WFXP, KHMT and KFQX
LMA Only	Super Towers	WNAC
	Vaughan	KNVA
SSA & JSA	Mission	KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY
	Marshall	KLJB, KPEJ and KMSS
	White Knight	WVLA, KFXK, KSHV
	Shield	WXXA and WLAJ
	Vaughan	WBDT, WYTV and KTKA
	Tamer	KWBQ, KASY and KRWB

Nexstar’s ability to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission, Marshall, White Knight, Shield, Vaughan, Tamer and Super Towers maintain complete responsibility for and control over programming, finances, personnel and operations of their stations.

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

	September 30,		December 31,
	2017		2016
Current assets:
Cash and cash equivalents	$	15,277	$	7,302
Accounts receivable, net		28,402		20,553
Spectrum asset		26,723		-
Prepaid expenses and other current assets		6,604		3,353
Total current assets		77,006		31,208
Property and equipment, net		25,791		29,984
Goodwill		181,050		98,107
FCC licenses		151,808		114,791
Other intangible assets, net		100,101		87,668
Other noncurrent assets, net		8,913		13,233
Total assets	$	544,669	$	374,991
Current liabilities:
Current portion of debt	$	58,083	$	8,334
Interest payable		959		1,031
Liability to surrender spectrum		27,347		-
Other current liabilities		21,744		12,606
Total current liabilities		108,133		21,971
Debt		245,079		268,499
Other noncurrent liabilities		36,469		26,590
Total liabilities	$	389,681	$	317,060

Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2017. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Financial Instruments

Financial Instruments

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

See Note 3 for fair value disclosures of spectrum asset, contingent consideration liability (CVR) and liability to surrender spectrum in connection with Nexstar’s merger with Media General. See Note 7 for fair value disclosures related to the Company’s debt.

Pension Plans and Postretirement Benefits

Pension plans and postretirement benefits

A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, health care cost trends, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Condensed Consolidated Balance Sheet.

Income Per Share

Income Per Share

Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Weighted average shares outstanding - basic		46,107		30,695		45,753		30,678
Dilutive effect of equity incentive plan instruments		1,345		1,003		1,276		941
Weighted average shares outstanding - diluted		47,452		31,698		47,029		31,619

Stock options and restricted stock units to acquire a weighted average of 20,000 shares and 224,000 shares for the three months ended September 30, 2017 and 2016, respectively, and 199,000 shares and 468,000 shares during the nine months ended September 30, 2017 and 2016, respectively, of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive.

Basis of Presentation

Basis of Presentation

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which updates the accounting guidance on revenue recognition. This standard is intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations to clarify the implementation of guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance in identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This update amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition and is intended to address implementation issues that were raised by stakeholders and provide additional practical expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In September 2017, the FASB issued ASU No. 2017-13, Revenue recognition (Topic 605), Revenue from contracts with customers (Topic 606), Leases (Topic 840) and Leases (Topic 842), which allows certain public entities to use the private company effective dates for adoption of ASC 606 and supersedes certain SEC paragraphs in the Codification. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard.

The above updates are effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt these updates effective January 1, 2018 under the modified retrospective approach. Based on our evaluation performed to date, we believe that approximately 90% of the reported gross revenue in 2016 will not be materially impacted by the new guidance. Our television spot advertising contracts, which comprise approximately 60% of the reported gross revenue in 2016, are short-term in nature. We expect revenue will continue to be recognized when commercials are aired. We also expect that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. This revenue source comprised approximately 30% of the 2016 reported gross revenue. The Company is in the process of finalizing its evaluation of online digital and other revenue sources.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements.  The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the provisions of the accounting standard update.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has applied the change in accounting as of January 1, 2017 and excess tax benefits and tax deficiencies related to stock-based compensation are now recognized within income tax expense. Additionally, excess tax benefits are now classified along with other income tax cash flows as an operating activity in the condensed consolidated statements of cash flows. As such, the amounts previously reported as cash flows from operating activities were increased by $13.4 million and the amount previously reported as cash flows from financing activities were decreased by $13.4 million in the Condensed Consolidated Statement of Cash Flows during the nine months ended September 30, 2016. The change in accounting principle did not impact the Company’s stockholders’ equity.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The amendments of ASU 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017. The Company has applied the change in accounting as of January 1, 2017 using the modified retrospective approach. This adoption impacted Nexstar’s previous treatment of tax gain on the sale of WTVW to Mission in 2011. As such, the amounts previously reported as other noncurrent assets, deferred tax liabilities and accumulated deficit in the condensed consolidated balance sheet were decreased by $1.3 million, $2.1 million and $0.8 million, respectively.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (ASU 2016-18), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of these updates on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). ASU 2017-01 provides clarification on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business under the new guidance, it must include an input and a substantive process that together significantly contribute to the ability to create output. The amendment removes the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and will be applied prospectively. The potential impact of this new guidance will be assessed for future acquisitions or dispositions, but it is not expected to have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for fiscal years beginning on January 1, 2020, including interim periods within those fiscal years, and early adoption as of January 1, 2017 is permitted. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth quarter 2017 testing. The new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). ASU 2017-07 requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The amendment should be applied retrospectively for the presentation of the service cost component and prospectively for the capitalization of the service cost component. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted at the beginning of any annual period for which an entity’s financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the provisions of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) – Scope of Modification Accounting (ASU 2017-09).  ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Consolidated VIEs

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

	September 30,		December 31,
	2017		2016
Current assets:
Cash and cash equivalents	$	15,277	$	7,302
Accounts receivable, net		28,402		20,553
Spectrum asset		26,723		-
Prepaid expenses and other current assets		6,604		3,353
Total current assets		77,006		31,208
Property and equipment, net		25,791		29,984
Goodwill		181,050		98,107
FCC licenses		151,808		114,791
Other intangible assets, net		100,101		87,668
Other noncurrent assets, net		8,913		13,233
Total assets	$	544,669	$	374,991
Current liabilities:
Current portion of debt	$	58,083	$	8,334
Interest payable		959		1,031
Liability to surrender spectrum		27,347		-
Other current liabilities		21,744		12,606
Total current liabilities		108,133		21,971
Debt		245,079		268,499
Other noncurrent liabilities		36,469		26,590
Total liabilities	$	389,681	$	317,060

Weighted Average Shares Outstanding

Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Weighted average shares outstanding - basic		46,107		30,695		45,753		30,678
Dilutive effect of equity incentive plan instruments		1,345		1,003		1,276		941
Weighted average shares outstanding - diluted		47,452		31,698		47,029		31,619

Consolidated VIEs [Member]

Consolidated VIEs

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

	September 30,		December 31,
	2017		2016
Current assets	$	53,445	$	3,638
Property and equipment, net		7,765		6,944
Goodwill		147,863		46,465
FCC licenses		151,808		114,791
Other intangible assets, net		83,717		53,747
Other noncurrent assets, net		5,471		613
Total assets		450,069		226,198
Current Liabilities
Liability to surrender spectrum	$	27,347	$	-
Other current liabilities		21,744		12,606
Total current liabilities		49,091		12,606
Noncurrent liabilities		36,211		26,590
Total liabilities	$	85,302	$	39,196

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Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2017

Business Acquisition [Line Items]

Unaudited Pro forma Information

The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Media General and the related consolidation of VIEs had occurred on January 1, 2016. The unaudited pro forma information combined the historical results of Nexstar and Media General, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2016.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017		2016
Net revenue	$	611,870	$	617,627		$	1,830,727	$	1,774,834
Income (loss) before income taxes		75,203		(18,363	)		197,147		(5,428	)
Net income (loss)		42,746		(44,255	)		121,573		(12,816	)
Net income (loss) attributable to Nexstar		47,149		(46,225	)		122,618		(16,810	)
Net income (loss) per common share attributable to Nexstar - basic	$	1.02	$	(0.99	)	$	2.63	$	(0.36	)
Net income (loss) per common share attributable to Nexstar - diluted	$	0.99	$	(0.99	)	$	2.56	$	(0.36	)

Media General [Member]

Business Acquisition [Line Items]

Components of Total Consideration Paid, Payable or Issued in Connection with Merger

The following table summarizes the components of the total consideration paid, payable or issued on the Closing Date in connection with the Merger (in thousands):

Cash Consideration	$	1,376,108
Nexstar Common Stock issued (15,670,094 shares)		995,835
Reissued Nexstar Common Stock from treasury (560,316 shares)		35,608
Stock option replacement awards (228,438 options)		10,702
Repayment of Media General debt, including premium and accrued interest		1,658,135
Contingent consideration liability (CVR)		272,264
	$	4,348,652

Schedule of Assets Acquired and Liabilities Assumed

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan and Super Towers) are as follows (in thousands):

Cash and cash equivalents	$	63,850
Accounts receivable		302,670
Spectrum asset		466,165
Prepaid expenses and other current assets		21,773
Property and equipment		483,713
FCC licenses		1,288,246
Network affiliation agreements		1,245,600
Other intangible assets		130,714
Goodwill		1,693,531
Other noncurrent assets		50,948
Total assets acquired and consolidated		5,747,210
Less: Accounts payable and accrued expenses		(188,393	)
Less: Taxes payable		(11,915	)
Less: Interest payable		(12,794	)
Less: Debt		(434,269	)
Less: Deferred tax liabilities		(948,193	)
Less: Other noncurrent liabilities		(227,702	)
Less: Noncontrolling interests in consolidated VIEs		(7,600	)
Net assets acquired and consolidated	$	3,916,344

WVMH [Member]

Business Acquisition [Line Items]

Schedule of Assets Acquired and Liabilities Assumed

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

Accounts receivable	$	438
Prepaid expenses and other current assets		114
Property and equipment		18,362
Other intangible assets		3,402
Goodwill		35
Total assets acquired at first closing		22,351
Less: Accounts payable and accrued expenses		(623	)
Less: Other noncurrent liabilities		(307	)
Net assets acquired at first closing		21,421
Deposit on second closing		43,543
Total paid at first closing	$	64,964

WVMH [Member] | Consolidated VIEs [Member]

Business Acquisition [Line Items]

Schedule of Assets Acquired and Liabilities Assumed

The fair values of the assets consolidated were as follows (in thousands):

Broadcast rights	$	527
Property and equipment		3,489
FCC licenses		41,230
Network affiliation agreements		35,387
Goodwill		28,588
Consolidated assets of VIEs		109,221
Less: Broadcast rights payable		(527	)
Consolidated net asset of VIEs	$	108,694

Parker [Member]

Business Acquisition [Line Items]

Schedule of Assets Acquired and Liabilities Assumed

Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed are as follows (in thousands):

FCC licenses	$	1,539
Network affiliation agreements		1,743
Other intangible assets		20
Goodwill		698
Total assets acquired	$	4,000

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Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets Subject to Amortization

Intangible assets subject to amortization consisted of the following (in thousands):

	Estimated	September 30, 2017							December 31, 2016
	useful life,			Accumulated							Accumulated
	in years	Gross		Amortization			Net		Gross		Amortization			Net
Network affiliation agreements	15	$	1,891,053	$	(428,942	)	$	1,462,111	$	659,054	$	(357,704	)	$	301,350
Other definite-lived   intangible assets	1-15		219,022		(106,423	)		112,599		89,404		(66,017	)		23,387
Other intangible assets		$	2,110,075	$	(535,365	)	$	1,574,710	$	748,458	$	(423,721	)	$	324,737

Estimated Amortization Expense of Definite-Lived Intangible Assets

The following table presents the Company’s estimate of amortization expense for the remainder of 2017, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2017 (in thousands):

Remainder of 2017	$	39,541
2018		129,251
2019		126,740
2020		117,394
2021		112,674
2022		109,520
Thereafter		939,590
	$	1,574,710

Goodwill and FCC Licenses

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

	Goodwill									FCC Licenses
				Accumulated									Accumulated
	Gross			Impairment			Net			Gross			Impairment			Net
Balances as of December 31, 2016	$	534,557		$	(61,253	)	$	473,304		$	591,945		$	(49,421	)	$	542,524
Acquisitions and consolidations of VIEs (See Notes 2 and 3)		1,694,153			-			1,694,153			1,289,785			-			1,289,785
Nexstar Divestitures (See Note 3)		(22,823	)		2,861			(19,962	)		(19,744	)		2,011			(17,733	)
Deconsolidation of a VIE		(698	)		-			(698	)		(1,539	)					(1,539	)
Balances as of September 30, 2017	$	2,205,189		$	(58,392	)	$	2,146,797		$	1,860,447		$	(47,410	)	$	1,813,037

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Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2017

Payables And Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Compensation and related taxes	$	54,666	$	20,713
Network affiliation fees		75,975		30,153
Other		59,053		20,449
	$	189,694	$	71,315

The increases in accrued expenses relate to Nexstar’s acquisitions as discussed in Note 3.

XML

Retirement and Postretirement Plans (Tables)

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Summary of Components of Net Periodic Benefit Cost (Income)

The following table provides the components of net periodic benefit cost (income) for the Company’s benefit plans in 2017:

	Three Months Ended					Nine Months Ended
	September 30, 2017					September 30, 2017
	Pension Benefits			Other Benefits		Pension Benefits			Other Benefits
Service cost	$	-		$	-	$	-		$	-
Interest cost		3,913			157		11,087			444
Expected return on plan assets		(7,226	)		-		(20,474	)		-
Net periodic benefit (income) cost	$	(3,313	)	$	157	$	(9,387	)	$	444

XML

Debt (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Long Term Debt

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

	September 30,			December 31,
	2017			2016
Term loans, net of financing costs and discount of $60,541 and $6,592, respectively	$	2,819,459		$	662,206
Revolving loans		3,000			2,000
6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295		-			520,705
6.125% Senior unsecured notes due 2022, net of financing costs of $2,097 and $2,402,   respectively		272,903			272,598
5.875% Senior unsecured notes due 2022, plus premium of $8,588		408,588			-
5.625% Senior unsecured notes due 2024, net of financing costs of $13,942 and $15,090,   respectively		886,058			884,910
		4,390,008			2,342,419
Less: current portion		(103,386	)		(28,093	)
	$	4,286,622		$	2,314,326

Fair Value of Debt

The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands):

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Term loans(1)	$	2,819,459	$	2,887,821	$	662,206	$	665,750
Revolving loans(1)		3,000		2,983		2,000		1,969
6.875% Senior unsecured notes(2)		-		-		520,705		543,375
6.125% Senior unsecured notes(2)		272,903		286,688		272,598		284,625
5.875% Senior unsecured notes(2)		408,588		417,500		-		-
5.625% Senior unsecured notes(2)		886,058		931,500		884,512		893,250

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

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities.

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Segment Data (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Schedule of Segment Financial Information

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

Three Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	582,420	$	29,450		$	611,870
Depreciation		21,948		4,031			25,979
Amortization of intangible assets		31,406		2,580			33,986
Income (loss) from operations		159,225		(30,153	)		129,072

Three Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	257,789	$	17,870		$	275,659
Depreciation		10,978		1,899			12,877
Amortization of intangible assets		8,175		3,330			11,505
Income (loss) from operations		89,511		(16,614	)		72,897

Nine Months Ended September 30, 2017	Broadcasting		Other			Consolidated
Net revenue	$	1,688,076	$	90,226		$	1,778,302
Depreciation		63,592		10,905			74,497
Amortization of intangible assets		110,613		10,088			120,701
Income (loss) from operations		519,270		(141,362	)		377,908

Nine Months Ended September 30, 2016	Broadcasting		Other			Consolidated
Net revenue	$	745,281	$	48,030		$	793,311
Depreciation		33,137		5,037			38,174
Amortization of intangible assets		24,838		10,065			34,903
Income (loss) from operations		248,493		(53,660	)		194,833

As of September 30, 2017	Broadcasting		Other		Consolidated
Goodwill	$	2,006,144	$	140,653	$	2,146,797
Assets		6,564,993		939,585		7,504,578

As of December 31, 2016	Broadcasting		Other		Consolidated
Goodwill	$	449,682	$	23,622	$	473,304
Assets		1,811,042		1,155,043		2,966,085

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Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2017

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2017

(in thousands)

			Nexstar					Non-						Consolidated
	Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	113,950	$	6,959		$	14,892		$	-		$	135,801
Accounts receivable		-		440,881		14,317			63,344			-			518,542
Amounts due from consolidated entities		-		191,994		97,665			-			(289,659	)		-
Spectrum asset		-		313,965		-			26,723			-			340,688
Other current assets		-		26,646		2,285			5,457			-			34,388
Total current assets		-		1,087,436		121,226			110,416			(289,659	)		1,029,419
Investments in subsidiaries		229,847		109,289		-			-			(339,136	)		-
Amounts due from consolidated entities		973,187		-		-			-			(973,187	)		-
Property and equipment, net		-		699,705		18,026			20,565			(74	)		738,222
Goodwill		-		1,825,094		33,187			288,516			-			2,146,797
FCC licenses		-		1,661,229		43,102			108,706			-			1,813,037
Other intangible assets, net		-		1,429,349		16,384			128,977			-			1,574,710
Other noncurrent assets		-		193,066		3,184			6,143			-			202,393
Total assets	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	45,303	$	2,893		$	55,190		$	-		$	103,386
Accounts payable		-		52,481		242			8,373			-			61,096
Liability to surrender spectrum asset		-		321,298		-			27,347			-			348,645
Amounts due to consolidated entities		-		-		-			289,659			(289,659	)		-
Other current liabilities		-		213,552		13,826			24,218			-			251,596
Total current liabilities		-		632,634		16,961			404,787			(289,659	)		764,723
Debt		-		4,041,543		223,235			21,844			-			4,286,622
Amounts due to consolidated entities		-		717,334		-			256,063			(973,397	)		-
Deferred tax liabilities		-		880,703		-			20,617			-			901,320
Other noncurrent liabilities		-		335,070		9,147			9,233			-			353,450
Total liabilities		-		6,607,284		249,343			712,544			(1,263,056	)		6,306,115
TotalNexstar MediaGroup,Inc.   stockholders' equity (deficit)		1,203,034		397,884		(14,234	)		(58,711	)		(339,000	)		1,188,973
Noncontrolling interests in consolidated   variable interest entities		-		-		-			9,490			-			9,490
Total liabilities and stockholders' equity (deficit)	$	1,203,034	$	7,005,168	$	235,109		$	663,323		$	(1,602,056	)	$	7,504,578

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2016

(in thousands)

			Nexstar					Non-					Consolidated
	Nexstar		Broadcasting		Mission			Guarantors		Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	75,830	$	6,478		$	5,372	$	-		$	87,680
Accounts receivable		-		184,921		12,332			20,805		-			218,058
Amounts due from consolidated entities		-		5,623		80,815			-		(86,438	)		-
Other current assets		-		53,762		1,337			2,380		-			57,479
Total current assets		-		320,136		100,962			28,557		(86,438	)		363,217
Investments in subsidiaries		256,391		38,259		-			-		(294,650	)		-
Amounts due from consolidated entities		-		66,170		-			-		(66,170	)		-
Property and equipment, net		-		244,623		19,564			12,041		(75	)		276,153
Goodwill		-		380,164		33,187			59,953		-			473,304
FCC licenses		-		468,963		43,102			30,459		-			542,524
Other intangible assets, net		-		258,502		17,922			48,313		-			324,737
Restricted cash		-		901,080		-			-		-			901,080
Other noncurrent assets		-		72,070		11,144			1,856		-			85,070
Total assets	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	19,759	$	2,334		$	6,000	$	-		$	28,093
Accounts payable		-		16,234		524			2,996		-			19,754
Amounts due to consolidated entities		-		-		-			86,438		(86,438	)		-
Other current liabilities		-		118,049		9,017			14,665		-			141,731
Total current liabilities		-		154,042		11,875			110,099		(86,438	)		189,578
Debt		-		2,045,827		221,431			47,068		-			2,314,326
Amounts due to consolidated entities		66,380		-		-			-		(66,380	)		-
Deferred tax liabilities		-		118,155		-			13,853		-			132,008
Other noncurrent liabilities		-		33,959		9,832			2,028		-			45,819
Total liabilities		66,380		2,351,983		243,138			173,048		(152,818	)		2,681,731
Total Nexstar Media Group, Inc.   stockholders' equity (deficit)		190,011		289,290		(21,257	)		5,612		(294,515	)		169,141
Noncontrolling interest in a consolidated   variable interest entity		-		108,694		4,000			2,519		-			115,213
Total liabilities and stockholders' equity (deficit)	$	256,391	$	2,749,967	$	225,881		$	181,179	$	(447,333	)	$	2,966,085

Schedule of Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	536,820		$	18,715		$	56,335		$	-		$	611,870
Revenue between consolidated entities		-		28,164			8,499			(451	)		(36,212	)		-
Net revenue		-		564,984			27,214			55,884			(36,212	)		611,870
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		207,596			8,867			42,573			(1,380	)		257,656
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		133,359			1,267			10,434			(7,752	)		137,308
Local service agreement fees between   consolidated entities		-		6,913			13,250			6,917			(27,080	)		-
Amortization of broadcast rights		-		24,714			1,405			1,750			-			27,869
Amortization of intangible assets		-		28,924			605			4,457			-			33,986
Depreciation		-		23,403			591			1,985			-			25,979
Total operating expenses		-		424,909			25,985			68,116			(36,212	)		482,798
Income (loss) from operations		-		140,075			1,229			(12,232	)		-			129,072
Interest expense, net		-		(50,160	)		(2,524	)		(921	)		-			(53,605	)
Loss on extinguishment of debt		-		(1,221	)		-			-			-			(1,221	)
Other expenses		-		(161	)		-			-			-			(161	)
Equity in income of subsidiaries		47,499		-			-			-			(47,499	)		-
Income (loss) before income taxes		47,499		88,533			(1,295	)		(13,153	)		(47,499	)		74,085
Income tax (expense) benefit		-		(34,662	)		448			2,201			-			(32,013	)
Net income (loss)		47,499		53,871			(847	)		(10,952	)		(47,499	)		42,072
Net loss attributable to noncontrolling   interests		-		-			-			4,403			-			4,403
Net income (loss) attributable to Nexstar	$	47,499	$	53,871		$	(847	)	$	(6,549	)	$	(47,499	)	$	46,475

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	232,326		$	15,541		$	27,792		$	-		$	275,659
Revenue between consolidated entities		-		8,628			10,420			3,172			(22,220	)		-
Net revenue		-		240,954			25,961			30,964			(22,220	)		275,659
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		73,679			7,732			19,372			(39	)		100,744
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		59,754			911			4,674			(1,737	)		63,602
Local service agreement fees between   consolidated entities		-		11,859			4,500			4,085			(20,444	)		-
Amortization of broadcast rights		-		11,767			1,388			879			-			14,034
Amortization of intangible assets		-		6,735			635			4,135			-			11,505
Depreciation		-		11,317			598			962			-			12,877
Total operating expenses		-		175,111			15,764			34,107			(22,220	)		202,762
Income (loss) from operations		-		65,843			10,197			(3,143	)		-			72,897
Interest expense, net		-		(26,893	)		(2,329	)		(400	)		-			(29,622	)
Other expenses		-		(126	)		-			-			-			(126	)
Equity in income of subsidiaries		19,980		-			-			-			(19,980	)		-
Income (loss) before income taxes		19,980		38,824			7,868			(3,543	)		(19,980	)		43,149
Income tax (expense) benefit		-		(14,962	)		(3,050	)		479			-			(17,533	)
Net income (loss)		19,980		23,862			4,818			(3,064	)		(19,980	)		25,616
Net income attributable to noncontrolling   interests		-		-			-			(817	)		-			(817	)
Net income (loss) attributable to Nexstar	$	19,980	$	23,862		$	4,818		$	(3,881	)	$	(19,980	)	$	24,799

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2017

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	1,555,232		$	54,178		$	168,892		$	-		$	1,778,302
Revenue between consolidated entities		-		60,890			26,721			4,164			(91,775	)		-
Net revenue		-		1,616,122			80,899			173,056			(91,775	)		1,778,302
Operating expenses:
Direct operating expenses, excluding   depreciation and amortization		-		586,392			26,779			118,269			(2,445	)		728,995
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		436,681			3,117			33,435			(17,338	)		455,895
Local service agreement fees between   consolidated entities		-		32,696			22,250			17,046			(71,992	)		-
Amortization of broadcast rights		-		68,898			4,217			4,907			-			78,022
Amortization of intangible assets		-		103,436			1,879			15,386			-			120,701
Depreciation		-		67,593			1,766			5,138			-			74,497
Gain on disposal of stations, net		-		(57,716	)		-			-			-			(57,716	)
Total operating expenses		-		1,237,980			60,008			194,181			(91,775	)		1,400,394
Income (loss) from operations		-		378,142			20,891			(21,125	)		-			377,908
Interest expense, net		-		(177,500	)		(7,730	)		(3,297	)		-			(188,527	)
Loss on extinguishment of debt		-		(31,989	)		(2,133	)		(226	)		-			(34,348	)
Other expenses		-		(1,168	)		-			-			-			(1,168	)
Equity in income of subsidiaries		90,057		-			-			-			(90,057	)		-
Income (loss) before income taxes		90,057		167,485			11,028			(24,648	)		(90,057	)		153,865
Income tax (expense) benefit		-		(59,651	)		(4,350	)		5,607			-			(58,394	)
Net income (loss)		90,057		107,834			6,678			(19,041	)		(90,057	)		95,471
Net loss attributable to noncontrolling   interests		-		-			-			1,045			-			1,045
Net income (loss) attributable to Nexstar	$	90,057	$	107,834		$	6,678		$	(17,996	)	$	(90,057	)	$	96,516

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2016

(in thousands)

			Nexstar						Non-						Consolidated
	Nexstar		Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade and barter)	$	-	$	669,762		$	45,786		$	77,763		$	-		$	793,311
Revenue between consolidated entities		-		25,800			29,314			8,666			(63,780	)		-
Net revenue		-		695,562			75,100			86,429			(63,780	)		793,311
Operating expenses:
Direct operating expenses, excluding    depreciation and amortization		-		211,660			22,638			49,616			(112	)		283,802
Selling, general, and administrative expenses,   excluding depreciation and amortization		-		183,845			2,694			15,042			(4,042	)		197,539
Local service agreement fees between    consolidated entities		-		33,869			13,500			12,257			(59,626	)		-
Amortization of broadcast rights		-		37,165			4,169			2,726			-			44,060
Amortization of intangible assets		-		20,592			1,907			12,404			-			34,903
Depreciation		-		33,737			1,805			2,632			-			38,174
Total operating expenses		-		520,868			46,713			94,677			(63,780	)		598,478
Income (loss) from operations		-		174,694			28,387			(8,248	)		-			194,833
Interest expense, net		-		(62,704	)		(6,951	)		(1,198	)		-			(70,853	)
Other expenses		-		(409	)		-			-			-			(409	)
Equity in income of subsidiaries		57,953		-			-			-			(57,953	)		-
Income (loss) before income taxes		57,953		111,581			21,436			(9,446	)		(57,953	)		123,571
Income tax (expense) benefit		-		(44,201	)		(8,333	)		1,652			-			(50,882	)
Net income (loss)		57,953		67,380			13,103			(7,794	)		(57,953	)		72,689
Net income attributable to noncontrolling interests		-		-			-			(1,634	)		-			(1,634	)
Net income (loss) attributable to Nexstar	$	57,953	$	67,380		$	13,103		$	(9,428	)	$	(57,953	)	$	71,055

Schedule of Condensed Consolidating Cash Flow Statement

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2017

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	67,013		$	1,263		$	22,502		$	-	$	90,778
Cash flows from investing activities:
Purchases of property and equipment		-			(40,904	)		(315	)		(7,627	)		-		(48,846	)
Deposits and payments for acquisitions		-			(2,970,394	)		(800	)		-			-		(2,971,194	)
Proceeds from sale of stations		-			481,944			-			-			-		481,944
Proceeds received to relinquish spectrum		-			478,608			-			-			-		478,608
Other investing activities		-			21,264			-			248			-		21,512
Net cash used in investing activities		-			(2,029,482	)		(1,115	)		(7,379	)		-		(2,037,976	)
Cash flows from financing activities:
Proceeds from long-term debt		-			4,149,576			230,608			53,797			-		4,433,981
Repayments of long-term debt		-			(1,611,029	)		(226,471	)		(54,250	)		-		(1,891,750	)
Premium paid on debt extinguishment		-			(18,050	)		-			-			-		(18,050	)
Payments for debt financing costs		-			(48,235	)		(3,804	)		-			-		(52,039	)
Purchase of noncontrolling interests		-			(66,901	)		-			-			-		(66,901	)
Payments for contingent consideration		-			(258,647	)					(5,000	)		-		(263,647	)
Common stock dividends paid		(42,132	)		-			-			-			-		(42,132	)
Purchase of treasury stock		(99,008	)		-			-			-			-		(99,008	)
Inter-company payments		141,308			(141,308	)		-			-			-		-
Other financing activities		(168	)		(4,817	)		-			(150	)		-		(5,135	)
Net cash provided by (used in) financing activities		-			2,000,589			333			(5,603	)		-		1,995,319
Net increase in cash and   cash equivalents		-			38,120			481			9,520			-		48,121
Cash and cash equivalents at beginning   of period		-			75,830			6,478			5,372			-		87,680
Cash and cash equivalents at end   of period	$	-		$	113,950		$	6,959		$	14,892		$	-	$	135,801

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2016

(in thousands)

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	168,791		$	3,535		$	4,096		$	-	$	176,422
Cash flows from investing activities:
Purchases of property and equipment		-			(22,973	)		(160	)		(2,509	)		-		(25,642	)
Deposits and payments for acquisitions		-			(103,970	)		-			-			-		(103,970	)
Other investing activities		-			585			-			-			-		585
Net cash used in investing activities		-			(126,358	)		(160	)		(2,509	)		-		(129,027	)
Cash flows from financing activities:
Proceeds from long-term debt		-			58,000			-			-			-		58,000
Repayments of long-term debt		-			(68,214	)		(1,751	)		(3,150	)		-		(73,115	)
Common stock dividends paid		(22,078	)		-			-			-					(22,078	)
Payments for debt financing costs		-			(18,957	)		(325	)		-			-		(19,282	)
Inter-company payments		21,691			(21,691	)		-			-			-		-
Other financing activities		387			(2,824	)		-			(2,643	)		-		(5,080	)
Net cash used in financing activities		-			(53,686	)		(2,076	)		(5,793	)		-		(61,555	)
Net (decrease) increase in cash and   cash equivalents		-			(11,253	)		1,299			(4,206	)		-		(14,160	)
Cash and cash equivalents at beginning   of period		-			27,492			4,367			11,557			-		43,416
Cash and cash equivalents at end   of period	$	-		$	16,239		$	5,666		$	7,351		$	-	$	29,256

XML

Organization and Business Operations (Details)	Sep. 30, 2017 TelevisionStation Market	Jan. 17, 2017 TelevisionStation Market
Television stations and digital multi channel by affiliates [Line Items]
Number of full power television stations owned, operated, programmed or provided sales and other services	170
Number of markets in which the Company's stations broadcast | Market	100
Number of full power television stations owned or operated by independent third parties	36
Media General [Member]
Television stations and digital multi channel by affiliates [Line Items]
Number of markets in which the Company's stations broadcast | Market		48
Number of full power stations acquired		71
Number of stations divested		7
Number of television market of stations acquired | Market		42

XML

Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands		Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents		$ 135,801	$ 87,680	$ 29,256	$ 43,416
Accounts receivable, net		518,542	218,058
Spectrum asset		340,688
Prepaid expenses and other current assets		34,388	30,760
Total current assets		1,029,419	363,217
Property and equipment, net		738,222	276,153
Goodwill		2,146,797	473,304
FCC licenses		1,813,037	542,524
Other intangible assets, net		1,574,710	324,737
Other noncurrent assets, net		202,393	85,070
Total assets	[1]	7,504,578	2,966,085
Current liabilities:
Current portion of debt		103,386	28,093
Interest payable		28,253	44,190
Liability to surrender spectrum		348,645
Other current liabilities		15,218	9,714
Total current liabilities		764,723	189,578
Debt		4,286,622	2,314,326
Other noncurrent liabilities		353,450	45,819
Total liabilities	[1]	6,306,115	2,681,731
Consolidated VIEs [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		450,069	226,198
Consolidated VIEs, Liabilities		85,302	39,196
Current assets:
Cash and cash equivalents		15,277	7,302
Accounts receivable, net		28,402	20,553
Spectrum asset		26,723
Prepaid expenses and other current assets		6,604	3,353
Total current assets		77,006	31,208
Property and equipment, net		25,791	29,984
Goodwill		181,050	98,107
FCC licenses		151,808	114,791
Other intangible assets, net		100,101	87,668
Other noncurrent assets, net		8,913	13,233
Total assets		544,669	374,991
Current liabilities:
Current portion of debt		58,083	8,334
Interest payable		959	1,031
Liability to surrender spectrum		27,347
Other current liabilities		21,744	12,606
Total current liabilities		108,133	21,971
Debt		245,079	268,499
Other noncurrent liabilities		36,469	26,590
Total liabilities		389,681	317,060
Consolidated VIEs [Member] | Current assets [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		53,445	3,638
Consolidated VIEs [Member] | Property and equipment, net [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		7,765	6,944
Consolidated VIEs [Member] | Goodwill [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		147,863	46,465
Consolidated VIEs [Member] | FCC licenses [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		151,808	114,791
Consolidated VIEs [Member] | Other intangible assets, net [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		83,717	53,747
Consolidated VIEs [Member] | Other noncurrent assets, net [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Assets		5,471	613
Consolidated VIEs [Member] | Liability to surrender spectrum [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Liabilities		27,347
Consolidated VIEs [Member] | Noncurrent liabilities [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Liabilities		36,211	26,590
Consolidated VIEs [Member] | Other current liabilities [Member]
Variable Interest Entity [Line Items]
Consolidated VIEs, Liabilities		21,744	12,606
Consolidated VIEs [Member] | Current Liabilities
Variable Interest Entity [Line Items]
Consolidated VIEs, Liabilities		$ 49,091	$ 12,606

[1] The consolidated total assets as of September 30, 2017 and December 31, 2016 include certain assets held by consolidated VIEs of $450.1 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of September 30, 2017 and December 31, 2016 include certain liabilities of consolidated VIEs of $85.3 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

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Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share Basic And Diluted Other Disclosures [Abstract]
Weighted average shares outstanding - basic	46,107	30,695	45,753	30,678
Dilutive effect of equity incentive plan instruments	1,345	1,003	1,276	941
Weighted average shares outstanding - diluted	47,452	31,698	47,029	31,619

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Earnings Per Share Basic And Diluted Other Disclosures [Abstract]
Stock options and restricted stock units with potentially dilutive effect (in shares)	20,000	224,000	199,000	468,000
Percentage of reported gross revenue					90.00%
Percentage of gross revenue from television spot advertising contracts					60.00%
Percentage of gross revenue recognized from licensing of intellectual property					30.00%
ASU No. 2016-09 [Member]
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Effect of accounting changes on cash flow amount increase in operating activities				$ 13,400
Effect of accounting changes on cash flow amount decrease in financing activities				$ 13,400
ASU 2016-16 [Member]
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Effect of accounting changes decrease in other noncurrent assets			$ 1,300
Effect of accounting changes decrease in deferred tax liabilities			2,100
Effect of accounting changes decrease in accumulated deficit	$ 764		$ 764

XML

Acquisitions and Dispositions - Media General - Additional Information (Details)				1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended		12 Months Ended
	Aug. 28, 2017 USD ($)	Jul. 21, 2017 USD ($)	Jan. 17, 2017 USD ($) TelevisionStation Market $ / shares	Sep. 30, 2017 USD ($) Market $ / shares	Sep. 30, 2017 USD ($) Market $ / shares	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) Market $ / shares	Sep. 30, 2017 USD ($) Market $ / shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 $ / shares
Business Acquisition [Line Items]
Number of markets in which the Company's stations broadcast | Market				100	100		100	100
Number of full power television stations whose assets are sold | TelevisionStation			12
Number of markets in which full power television power stations are sold | Market			12
Gain (Loss) on sale of business								$ 57,716,000
Liability to surrender spectrum current				$ 348,645,000	$ 348,645,000		$ 348,645,000	348,645,000
Consolidation of remaining assets in non-controlling interests								7,600,000
Revenue included in consolidated statements of operations					611,870,000	$ 275,659,000		1,778,302,000	$ 793,311,000
Operating income (loss)					129,072,000	72,897,000		377,908,000	194,833,000
Consolidated VIEs [Member]
Business Acquisition [Line Items]
Liability to surrender spectrum current				$ 27,347,000	$ 27,347,000		$ 27,347,000	$ 27,347,000
5.875% Senior Notes Due 2022 [Member]
Business Acquisition [Line Items]
Long-term debt			$ 400,000,000
Interest rate			5.875%	5.875%	5.875%		5.875%	5.875%
Maturity year			2022
Term Loan A [Member]
Business Acquisition [Line Items]
Long-term debt			$ 24,800,000
Network Affiliation Agreements [Member]
Business Acquisition [Line Items]
Network affiliation agreements useful life								15 years		15 years
Class A Common Stock [Member]
Business Acquisition [Line Items]
Common stock, par value | $ / shares				$ 0.01	$ 0.01		$ 0.01	$ 0.01		$ 0.01
Media General Divestitures [Member]
Business Acquisition [Line Items]
Number of full power television stations whose assets are sold | TelevisionStation			7
Number of markets in which full power television power stations are sold | Market			7
Selling price of entities sold			$ 427,600,000
Gain (Loss) on sale of business			$ (4,700,000)
Nexstar Divestitures [Member]
Business Acquisition [Line Items]
Number of full power television stations whose assets are sold | TelevisionStation			5
Selling price of entities sold			$ 114,400,000
Gain (Loss) on sale of business			$ 62,400,000
Media General [Member]
Business Acquisition [Line Items]
Merger effective date			Jan. 17, 2017
Number of full power television stations owned, operated or serviced | TelevisionStation			78
Number of markets in which the Company's stations broadcast | Market			48
Outstanding equity acquired, price per share | $ / shares			$ 10.55
Estimated acquisition date fair value of spectrum asset			$ 466,165,000	$ 466,200,000	$ 466,200,000		$ 466,200,000	$ 466,200,000
Estimated fair value of contingent value rights				272,300,000	272,300,000		272,300,000	272,300,000
Proceeds from disposition		$ 478,600,000
Initial payments of CVR to holders	$ 258,600,000
Initial taxes due paid				145,900,000
Spectrum assets not surrendered and retained current				340,700,000	340,700,000		340,700,000	340,700,000
Spectrum assets not surrendered and retained noncurrent				127,000,000	127,000,000		127,000,000	127,000,000
Liability to surrender spectrum current				348,600,000	348,600,000		348,600,000	348,600,000
Liability to surrender spectrum noncurrent				$ 130,000,000	130,000,000		130,000,000	130,000,000
Carryover of tax basis in goodwill, deductible for tax purposes			159,000,000
Carryover of tax basis in property and equipment, deductible for tax purposes			247,800,000
Long-term debt			434,269,000
Change in estimated fair value of spectrum asset increased			24,600,000
Decrease in accounts receivable due to changes in estimate of collectability of accounts receivable			22,300,000
Increase in goodwill due to changes in estimate of fair value assumptions			25,200,000
Decrease in income tax payable due to changes in estimate of fair value assumptions			5,400,000
Decrease in deferred tax liabilities due to changes in estimate of fair value assumptions			2,200,000
Revenue included in consolidated statements of operations							1,020,000,000
Operating income (loss)							$ 200,900,000
Acquisition related costs					$ 1,100,000	$ 900,000		$ 52,200,000	$ 7,100,000
Media General [Member] | Consolidated VIEs [Member]
Business Acquisition [Line Items]
Consolidation of remaining assets in non-controlling interests			7,600,000
Media General [Member] | FCC licenses [Member]
Business Acquisition [Line Items]
Carryover of tax basis in intangible assets, deductible for tax purposes			294,300,000
Measurement period adjustments, increase (decrease) in acquired intangible assets			$ (209,900,000)
Media General [Member] | Network Affiliation Agreements [Member]
Business Acquisition [Line Items]
Network affiliation agreements useful life			15 years
Carryover of tax basis in intangible assets, deductible for tax purposes			$ 31,700,000
Measurement period adjustments, increase (decrease) in acquired intangible assets			$ 176,900,000
Media General [Member] | Other definite-lived intangible assets [Member]
Business Acquisition [Line Items]
Weighted average estimated useful life of other intangible assets			17 years
Carryover of tax basis in intangible assets, deductible for tax purposes			$ 40,400,000
Measurement period adjustments, increase (decrease) in acquired intangible assets			$ 4,600,000
Media General [Member] | Class A Common Stock [Member]
Business Acquisition [Line Items]
Percentage of shares issued for each share outstanding			12.49%
Common stock, par value | $ / shares			$ 0.01

XML

Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued in Connection with Merger (Details) - Media General [Member] $ in Thousands	Jan. 17, 2017 USD ($)
Business Acquisition [Line Items]
Cash Consideration	$ 1,376,108
Nexstar Common Stock issued (15,670,094 shares)	995,835
Reissued Nexstar Common Stock from treasury (560,316 shares)	35,608
Stock option replacement awards (228,438 options)	10,702
Repayment of Media General debt, including premium and accrued interest	1,658,135
Contingent consideration liability (CVR)	272,264
Total Consideration	$ 4,348,652

XML

Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued in Connection with Merger (Parenthetical) (Details) - Media General [Member]	Jan. 17, 2017 shares
Business Acquisition [Line Items]
Common stock, shares issued in business acquisition	15,670,094
Stock issued during period, shares, treasury stock Reissued	560,316
Stock option replacement awards, number of stock options	228,438

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Acquisitions and Dispositions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands				1 Months Ended
	Mar. 31, 2017	Jan. 17, 2017	Jan. 04, 2016	Jan. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Aug. 02, 2016
Business Acquisition [Line Items]
Goodwill					$ 2,146,797	$ 473,304
Consolidated VIEs [Member]
Business Acquisition [Line Items]
Goodwill					181,050	$ 98,107
Media General [Member]
Business Acquisition [Line Items]
Cash and cash equivalents		$ 63,850
Accounts receivable		302,670
Spectrum asset		466,165			$ 466,200
Prepaid expenses and other current assets		21,773
Property and equipment		483,713
FCC licenses		1,288,246
Goodwill		1,693,531
Other noncurrent assets		50,948
Total assets acquired and consolidated		5,747,210
Less: Accounts payable and accrued expenses		(188,393)
Less: Taxes payable		(11,915)
Less: Interest payable		(12,794)
Less: Debt		(434,269)
Less: Deferred tax liabilities		(948,193)
Less: Other noncurrent liabilities		(227,702)
Less: Noncontrolling interests in consolidated VIEs		(7,600)
Net assets acquired and consolidated		3,916,344
Total paid at first closing		1,376,108
Media General [Member] | Network Affiliation Agreements [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets		1,245,600
Media General [Member] | Other definite-lived intangible assets [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 130,714
WVMH [Member]
Business Acquisition [Line Items]
Accounts receivable			$ 438
Prepaid expenses and other current assets			114
Property and equipment			18,362
Goodwill			35
Total assets acquired and consolidated			22,351
Less: Accounts payable and accrued expenses			(623)
Less: Other noncurrent liabilities			(307)
Net assets acquired and consolidated			21,421
Deposit on second closing			43,543
Total paid at first closing			64,964	$ 66,900
WVMH [Member] | Consolidated VIEs [Member]
Business Acquisition [Line Items]
Broadcast rights							$ 527
Property and equipment							3,489
FCC licenses							41,230
Goodwill							28,588
Total assets acquired and consolidated							109,221
Less: Broadcast rights payable							(527)
Net assets acquired and consolidated							108,694
WVMH [Member] | Network Affiliation Agreements [Member] | Consolidated VIEs [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets							$ 35,387
WVMH [Member] | Other definite-lived intangible assets [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 3,402
Parker [Member]
Business Acquisition [Line Items]
FCC licenses	$ 1,539
Goodwill	698
Total assets acquired and consolidated	4,000
Total paid at first closing	800
Parker [Member] | Network Affiliation Agreements [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets	1,743
Parker [Member] | Other definite-lived intangible assets [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 20

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Acquisitions and Dispositions - WVMH - Additional Information (Details)				1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 02, 2016	Jan. 04, 2016 USD ($)	Nov. 16, 2015 USD ($) TelevisionStation	Jan. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Business Acquisition [Line Items]
Consolidation of remaining assets in non-controlling interests							$ 108,694,000
Revenue included in consolidated statements of operations					$ 611,870,000	$ 275,659,000	1,778,302,000	$ 793,311,000
Operating income (loss)					$ 129,072,000	$ 72,897,000	377,908,000	194,833,000
WVMH [Member]
Business Acquisition [Line Items]
Purchase price of entities to be acquired			$ 130,000,000
Cash paid in business acquisition		$ 64,964,000		$ 66,900,000
Deposits and payments for acquisitions			$ 6,500,000
Decrease in deposit for acquisition				43,500,000
Consolidation of remaining assets in non-controlling interests				$ 108,700,000
Revenue included in consolidated statements of operations							37,700,000
Operating income (loss)							7,800,000
Acquisition related costs							$ 0	$ 0
WVMH [Member] | Consolidated VIEs [Member]
Business Acquisition [Line Items]
Network affiliation agreements useful life	15 years
WVMH [Member] | Other definite-lived intangible assets [Member]
Business Acquisition [Line Items]
Weighted average estimated useful life of other intangible assets		3 years
WVMH [Member] | CBS Affiliation [Member]
Business Acquisition [Line Items]
Number of television stations to be acquired | TelevisionStation			3
WVMH [Member] | NBC Affiliation [Member]
Business Acquisition [Line Items]
Number of television stations to be acquired | TelevisionStation			1

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Acquisitions and Dispositions - Parker - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2017	Jun. 13, 2014	May 27, 2014
KFQX [Member]
Business Acquisition [Line Items]
Purchase price of entities to be acquired			$ 4.0
Deposits and payments for acquisitions		$ 3.2
Parker [Member]
Business Acquisition [Line Items]
Cash paid in business acquisition	$ 0.8
Network affiliation agreements useful life			15 years

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Acquisitions and Dispositions - WLWC-TV - Additional Information (Details) - Subsequent Event [Member] - WLWC-TV CW Affiliated [Member] $ in Millions	Oct. 02, 2017 USD ($)
Business Acquisition [Line Items]
Acquisition date	Oct. 02, 2017
Cash paid in business acquisition	$ 4.1

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Acquisitions and Dispositions - Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Combinations [Abstract]
Net revenue	$ 611,870	$ 617,627	$ 1,830,727	$ 1,774,834
Income (loss) before income taxes	75,203	(18,363)	197,147	(5,428)
Net income (loss)	42,746	(44,255)	121,573	(12,816)
Net income (loss) attributable to Nexstar	$ 47,149	$ (46,225)	$ 122,618	$ (16,810)
Net income (loss) per common share attributable to Nexstar - basic	$ 1.02	$ (0.99)	$ 2.63	$ (0.36)
Net income (loss) per common share attributable to Nexstar - diluted	$ 0.99	$ (0.99)	$ 2.56	$ (0.36)

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Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross	$ 2,110,075	$ 748,458
Accumulated Amortization	(535,365)	(423,721)
Net	$ 1,574,710	$ 324,737
Network affiliation agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life, in years	15 years	15 years
Gross	$ 1,891,053	$ 659,054
Accumulated Amortization	(428,942)	(357,704)
Net	1,462,111	301,350
Other definite-lived intangible assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross	219,022	89,404
Accumulated Amortization	(106,423)	(66,017)
Net	$ 112,599	$ 23,387
Other definite-lived intangible assets [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life, in years	1 year	1 year
Other definite-lived intangible assets [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life, in years	15 years	15 years

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Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract]
Remainder of 2017	$ 39,541
2018	129,251
2019	126,740
2020	117,394
2021	112,674
2022	109,520
Thereafter	939,590
Net	$ 1,574,710	$ 324,737

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Intangible Assets and Goodwill - Goodwill and FCC Licenses (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Goodwill [Roll Forward]
Goodwill, Gross	$ 2,205,189	$ 534,557
Goodwill, Accumulated Impairment	(58,392)	(61,253)
Goodwill, Net	2,146,797	473,304
Goodwill Acquisitions, Gross	1,694,153
Goodwill Acquisitions and Consolidations of VIEs, Net	1,694,153
Goodwill Nexstar Divestitures, Gross	(22,823)
Goodwill Nexstar Divestitures, Accumulated Impairment	2,861
Goodwill Nexstar Divestitures, Net	(19,962)
Goodwill Deconsolidations of a VIEs, Gross	(698)
Goodwill Deconsolidations of a VIEs, Net	(698)
FCC Licenses [Abstract]
FCC Licenses, Gross	1,860,447	591,945
FCC Licenses, Accumulated Impairment	(47,410)	(49,421)
FCC Licenses, Net	1,813,037	$ 542,524
FCC Licenses Acquisitions, Gross	1,289,785
FCC Licenses Acquisitions and Consolidations of VIEs, Net	1,289,785
FCC Licenses Deconsolidations of a VIEs, Gross	(1,539)
FCC Licenses Deconsolidations of a VIEs, Net	(1,539)
FCC Licenses Divestitures, Gross	(19,744)
FCC Licenses Nexstar Divestitures, Accumulated Impairment	2,011
FCC Licenses Nexstar Divestitures, Net	$ (17,733)

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Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Compensation and related taxes	$ 54,666	$ 20,713
Network affiliation fees	75,975	30,153
Other	59,053	20,449
Accrued expenses	$ 189,694	$ 71,315

XML

Retirement and Postretirement Plans - Additional Information (Details) - USD ($)		9 Months Ended
	Jan. 17, 2017	Sep. 30, 2017
Defined Benefit Plan Disclosure [Line Items]
Benefit obligation of retirement plans	$ 502,000,000
Fair value of plan assets	394,000,000
Contributions to qualified retirement plan by Company		$ 0
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions		$ 4,000,000
Retirement Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension liability assumed by buyer from funded, qualified retirement plan	60,000,000
Defined benefit plans liability	108,000,000
Postretirement Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plans liability	$ 23,000,000

XML

Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Income) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 3,913	$ 11,087
Expected return on plan assets	(7,226)	(20,474)
Net periodic benefit (income) cost	(3,313)	(9,387)
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	157	444
Net periodic benefit (income) cost	$ 157	$ 444

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Debt - Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Long term Debt [Abstract]
Debt	$ 4,390,008	$ 2,342,419
Less: current portion	(103,386)	(28,093)
Debt, noncurrent	4,286,622	2,314,326
Notes Payable to Banks [Member] | Term Loans [Member]
Long term Debt [Abstract]
Debt	2,819,459	662,206
Revolving loans [Member]
Long term Debt [Abstract]
Debt	3,000	2,000
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member]
Long term Debt [Abstract]
Debt		520,705
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member]
Long term Debt [Abstract]
Debt	272,903	272,598
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member]
Long term Debt [Abstract]
Debt	408,588
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member]
Long term Debt [Abstract]
Debt	$ 886,058	$ 884,910

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Debt - Long Term Debt (Parenthetical) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Feb. 27, 2017	Jan. 17, 2017	Dec. 31, 2016	Jul. 27, 2016
6.875 % Due 2020 [Member]
Long term Debt [Abstract]
Interest rate		6.875%
6.125% Due 2022 [Member]
Long term Debt [Abstract]
Interest rate	6.125%
5.875% Due 2022 [Member]
Long term Debt [Abstract]
Interest rate	5.875%		5.875%
5.625 % Due 2024 [Member]
Long term Debt [Abstract]
Interest rate	5.625%
Notes Payable to Banks [Member] | Term Loans [Member]
Long term Debt [Abstract]
Debt financing costs and discount	$ 60,541			$ 6,592
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member]
Long term Debt [Abstract]
Debt financing costs and discount				$ 4,295
Interest rate	6.875%			6.875%
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member]
Long term Debt [Abstract]
Debt financing costs and discount	$ 2,097			$ 2,402
Interest rate	6.125%			6.125%
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member]
Long term Debt [Abstract]
Debt financing costs and discount	$ 8,588
Interest rate	5.875%			5.875%
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member]
Long term Debt [Abstract]
Debt financing costs and discount	$ 13,942			$ 15,090
Interest rate	5.625%		5.625%	5.625%	5.625%

XML

Debt - Additional Information (Details) - USD ($)							1 Months Ended		3 Months Ended	9 Months Ended
	Nov. 06, 2017	Oct. 02, 2017	Jul. 19, 2017	Feb. 27, 2017	Jan. 17, 2017	Jul. 27, 2016	Apr. 30, 2017	Jan. 31, 2017	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Jul. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt									$ 4,390,008,000	$ 4,390,008,000			$ 2,342,419,000
Repayment of debt										1,891,750,000	$ 73,115,000
Loss on extinguishment of debt									1,221,000	34,348,000
Basis points			0.50%
New Senior Secured Term Loan B Due January 17, 2024 [Member]
Debt Instrument [Line Items]
Maturity date					Jan. 17, 2024
Debt instrument principal amount					$ 2,750,000,000
Debt instrument, issued price percentage					99.49%
Frequency of periodic principal payments					quarterly
Percentage of debt amount payable in consecutively quarterly installments (in hundredths)					0.25%
Debt finance costs								$ 48,300,000
Revolving loans [Member]
Debt Instrument [Line Items]
Debt									3,000,000	3,000,000			$ 2,000,000
Total commitment under borrowing capacity					$ 175,000,000
Current borrowing capacity					$ 3,000,000
Credit facilities, due date of drawn amount					Jun. 28, 2018
Available borrowing capacity					$ 172,000,000				172,000,000	$ 172,000,000
Unused credit facilities, maturity date					Jan. 17, 2022
Debt finance costs												$ 300,000
Repayment of debt					$ 2,000,000
Loss on extinguishment of debt								300,000
Maturity period			5 years
Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Maximum consolidated first lien net leverage ratio										4.50 to 1.00
Media General [Member]
Debt Instrument [Line Items]
Long-term debt					434,269,000
Cash Consideration					1,376,108,000
Repayments of debt, including premium and accrued interest					1,658,135,000
5.875% Due 2022 [Member]
Debt Instrument [Line Items]
Long-term debt					$ 400,000,000				$ 400,000,000	$ 400,000,000
Interest rate					5.875%				5.875%	5.875%
Maturity year					2022					2022
5.875% Due 2022 [Member] | Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Interest rate									5.875%	5.875%			5.875%
Debt									$ 408,588,000	$ 408,588,000
Maturity date										Nov. 15, 2022
Frequency of periodic interest payments										semiannually
Ownership percentage in subsidiary									100.00%	100.00%
Redemption price as percentage of debt principal amount that can be redeemed at any time prior to a specified date									100.00%	100.00%
Redemption price as a percentage of debt principal that can be redeemed through equity offerings									105.875%	105.875%
Redemption price of a debt as percentage of par value upon occurrence of change of control. (in hundredths)									101.00%	101.00%
Minimum debt holders that may declare debt due and payable upon default									25.00%	25.00%
5.875% Due 2022 [Member] | Senior Subordinated Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum outstanding balance after debts redeemed through equity offerings									$ 200,000,000	$ 200,000,000
5.875% Due 2022 [Member] | Senior Subordinated Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Number of days to redeem debt through equity offerings										90 days
Senior Secured Term Loans A [Member]
Debt Instrument [Line Items]
Maturity date					Jan. 17, 2022
Minimum percentage of debt amount to be repaid in quarterly installments					1.25%
Maximum percentage of debt amount to be repaid in quarterly installments					2.50%
Debt instrument principal amount			$ 456,000,000		$ 293,900,000
Debt instrument, issued price percentage			99.16%		99.34%
Frequency of periodic principal payments					quarterly
Debt finance costs								3,200,000				1,800,000
Repayment of debt							$ 25,000,000
Loss on extinguishment of debt							$ 400,000
Maturity period			5 years
Senior Secured Term Loans A [Member] | Media General [Member]
Debt Instrument [Line Items]
Debt									$ 24,800,000	$ 24,800,000
Maturity date					Jan. 17, 2022
Minimum percentage of debt amount to be repaid in quarterly installments					1.25%
Maximum percentage of debt amount to be repaid in quarterly installments					2.50%
New Senior Secured Term Loan A Due June 28, 2018 [Member]
Debt Instrument [Line Items]
Maturity date					Jun. 28, 2018
Minimum percentage of debt amount to be repaid in quarterly installments					1.25%
Maximum percentage of debt amount to be repaid in quarterly installments					2.50%
Debt instrument principal amount					$ 51,300,000
Debt instrument, issued price percentage					99.25%
Frequency of periodic principal payments					quarterly
5.625 % Due 2024 [Member]
Debt Instrument [Line Items]
Interest rate									5.625%	5.625%
5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Interest rate					5.625%	5.625%			5.625%	5.625%			5.625%
Maturity year						2024
Debt									$ 886,058,000	$ 886,058,000			$ 884,910,000
Maturity date						Aug. 01, 2024
Debt instrument principal amount						$ 900,000,000
Debt finance costs													$ 15,700,000
Proceeds from previously issued of debt instrument					$ 900,000,000
Frequency of periodic interest payments										semiannually
Ownership percentage in subsidiary						100.00%
Redemption price as percentage of debt principal amount that can be redeemed at any time prior to a specified date									100.00%	100.00%
Aggregate principal amount of debt that can be redeemed through equity offerings									40.00%	40.00%
Redemption price as a percentage of debt principal that can be redeemed through equity offerings									105.625%	105.625%
Redemption price of a debt as percentage of par value upon occurrence of change of control. (in hundredths)									101.00%	101.00%
Minimum debt holders that may declare debt due and payable upon default									25.00%	25.00%
Term Loans [Member]
Debt Instrument [Line Items]
Repayment of debt					$ 668,800,000
Loss on extinguishment of debt								$ 6,500,000
6.875 % Due 2020 [Member]
Debt Instrument [Line Items]
Interest rate				6.875%
Loss on extinguishment of debt				$ 22,200,000
Debt instrument, principle amount redeemed				$ 525,000,000
Debt instrument, redemption price, percentage of principal amount redeemed				103.438%
6.875 % Due 2020 [Member] | Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Interest rate									6.875%	6.875%			6.875%
Debt													$ 520,705,000
Term Loans B [Member]
Debt Instrument [Line Items]
Debt finance costs												$ 2,400,000
Repayment of debt			$ 454,400,000							$ 215,000,000
Loss on extinguishment of debt										$ 5,000,000
Term Loans B [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Repayment of debt	$ 10,000,000	$ 10,000,000

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Debt - Fair Value of Debt (Details) - USD ($) $ in Thousands		Sep. 30, 2017	Dec. 31, 2016
Notes Payable to Banks [Member] | Term Loans [Member] | Carrying Amount [Member] | Level 3 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[1]	$ 2,819,459	$ 662,206
Notes Payable to Banks [Member] | Term Loans [Member] | Fair Value [Member] | Level 3 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[1]	2,887,821	665,750
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[1]	3,000	2,000
Revolving loans [Member] | Fair Value [Member] | Level 3 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[1]	2,983	1,969
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | Carrying Amount [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]		520,705
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | Fair Value [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]		543,375
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	272,903	272,598
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Fair Value [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	286,688	284,625
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	408,588
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Fair Value [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	417,500
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Carrying Amount [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	886,058	884,512
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Fair Value [Member] | Level 2 [Member]
Fair Value of debt [Line Items]
Carrying Amount and Fair Value of Debt	[2]	$ 931,500	$ 893,250

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

[2] The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities.

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Common Stock - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Jun. 12, 2017	Aug. 31, 2015
Class Of Stock [Line Items]
Purchase of treasury stock	$ 99,008
Class A Common Stock [Member]
Class Of Stock [Line Items]
Authorization of share repurchase		$ 100,000	$ 100,000
Purchase of treasury stock, shares	1,689,132
Purchase of treasury stock	$ 99,000
Authorization of share repurchase, remaining amount available	$ 52,400

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Stock-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Restricted stock units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock award granted	33,750	1,071,250
Estimated fair value of RSU	$ 1.9	$ 68.6
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vested		228,438
Estimated fair value of stock options		$ 10.7

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax [Line Items]
Income tax expense	$ 32,013	$ 17,533	$ 58,394	$ 50,882
Effective income tax rates	43.20%	40.60%	38.00%	41.20%
Income tax expense resulting on permanent differences	$ 2,400		$ 4,400
Increase to effective tax rate due to permanent differences	2.90%		2.80%
Income tax benefit related to divested stations			$ 7,800
Decrease to effective tax rate related to divested stations			5.10%
Income tax benefits resulting on uncertain tax position			$ 1,600
Decrease to effective tax rate			1.10%
Increase in income tax due to nondeductible change in contingent consideration fair value				$ 1,300
Increase to effective tax rate due to change in contingent consideration fair value			1.00%
ASU No. 2016-09 [Member]
Income Tax [Line Items]
Income tax benefit related to stock option exercises and the vesting of restricted stock units			$ 1,200
Decrease to effective rate related to stock option exercises and the vesting of restricted stock units			0.80%
Media General [Member]
Income Tax [Line Items]
Income tax expense related to nondeductible expenses			$ 1,700
Increase to effective tax rate related to nondeductible expenses			1.10%
Income tax expense related to blended state tax rate			$ 1,500
Decrease to effective tax rate related to blended state tax rate			1.00%

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FCC Regulatory Matters - Additional Information (Details)			9 Months Ended
	Oct. 17, 2017 USD ($)	Apr. 13, 2017 TelevisionStation	Sep. 30, 2017 USD ($) TelevisionStation
FCC Regulatory Matters [Line Items]
Maximum percentage of US television household reach			39.00%
Percentage reach of ultra high frequency station			50.00%
Effective date of reinstating the ultra high frequency discount			Jun. 15, 2017
Date of abolishing the UHF discount			Aug. 24, 2016
Number of stations owned		11
Number of stations, channels share with another station		8
Number of stations to move to very high frequency channels		2
Number of station will discontinue operation		1
Maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $			$ 1,750,000,000
Subsequent Event [Member]
FCC Regulatory Matters [Line Items]
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $	$ 1,860,000,000
Exceed amount of reimbursement of repack costs industry-wide allocated by congress | $	$ 100,000,000
Nexstar [Member]
FCC Regulatory Matters [Line Items]
Number of stations owned		10
Number of full power stations repacked			61
VIEs [Member]
FCC Regulatory Matters [Line Items]
Number of stations owned		1
Number of full power stations repacked			17

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Commitments and Contingencies - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($)
Financial Guarantee of Mission Debt [Member]
Guarantees of Mission, Marshall and Shield Debt [Abstract]
Maximum commitment under senior secured credit facility	$ 229.1
Commitment under senior secured credit facility at carrying value	226.1
Financial Guarantee of Marshall Debt [Member]
Guarantees of Mission, Marshall and Shield Debt [Abstract]
Commitment under senior secured credit facility at carrying value	$ 53.0
Debt due	2018-06
Financial Guarantee of Shield Debt [Member]
Guarantees of Mission, Marshall and Shield Debt [Abstract]
Commitment under senior secured credit facility at carrying value	$ 24.0

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Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net revenue		$ 611,870	$ 275,659	$ 1,778,302	$ 793,311
Depreciation		25,979	12,877	74,497	38,174
Amortization of intangible assets		33,986	11,505	120,701	34,903
Income (loss) from operations		129,072	72,897	377,908	194,833
Goodwill		2,146,797		2,146,797		$ 473,304
Assets	[1]	7,504,578		7,504,578		2,966,085
Broadcasting [Member]
Segment Reporting Information [Line Items]
Net revenue		582,420	257,789	1,688,076	745,281
Depreciation		21,948	10,978	63,592	33,137
Amortization of intangible assets		31,406	8,175	110,613	24,838
Income (loss) from operations		159,225	89,511	519,270	248,493
Goodwill		2,006,144		2,006,144		449,682
Assets		6,564,993		6,564,993		1,811,042
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Net revenue		29,450	17,870	90,226	48,030
Depreciation		4,031	1,899	10,905	5,037
Amortization of intangible assets		2,580	3,330	10,088	10,065
Income (loss) from operations		(30,153)	$ (16,614)	(141,362)	$ (53,660)
Goodwill		140,653		140,653		23,622
Assets		$ 939,585		$ 939,585		$ 1,155,043

[1] The consolidated total assets as of September 30, 2017 and December 31, 2016 include certain assets held by consolidated VIEs of $450.1 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of September 30, 2017 and December 31, 2016 include certain liabilities of consolidated VIEs of $85.3 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

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Condensed Consolidating Financial Information - Additional Information (Details)	Sep. 30, 2017	Jan. 17, 2017
5.625 % Due 2024 [Member]
Condensed Financial Statements Captions [Line Items]
Interest rate	5.625%
6.125% Due 2022 [Member]
Condensed Financial Statements Captions [Line Items]
Interest rate	6.125%
5.875% Senior Notes Due 2022 [Member]
Condensed Financial Statements Captions [Line Items]
Interest rate	5.875%	5.875%

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Condensed Consolidating Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands		Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents		$ 135,801	$ 87,680	$ 29,256	$ 43,416
Accounts receivable, net		518,542	218,058
Spectrum asset		340,688
Other current assets		34,388	57,479
Total current assets		1,029,419	363,217
Property and equipment, net		738,222	276,153
Goodwill		2,146,797	473,304
FCC licenses		1,813,037	542,524
Other intangible assets, net		1,574,710	324,737
Restricted cash			901,080
Other noncurrent assets		202,393	85,070
Total assets	[1]	7,504,578	2,966,085
Current liabilities:
Current portion of debt		103,386	28,093
Accounts payable		61,096	19,754
Liability to surrender spectrum asset		348,645
Other current liabilities		251,596	141,731
Total current liabilities		764,723	189,578
Debt		4,286,622	2,314,326
Deferred tax liabilities		901,320	132,008
Other noncurrent liabilities		353,450	45,819
Total liabilities	[1]	6,306,115	2,681,731
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		1,188,973	169,141
Noncontrolling interests in consolidated variable interest entities		9,490	115,213
Total liabilities and stockholders' equity		7,504,578	2,966,085
Eliminations [Member]
Current assets:
Amounts due from consolidated entities		(289,659)	(86,438)
Total current assets		(289,659)	(86,438)
Investments in subsidiaries		(339,136)	(294,650)
Amounts due from consolidated entities		(973,187)	(66,170)
Property and equipment, net		(74)	(75)
Total assets		(1,602,056)	(447,333)
Current liabilities:
Amounts due to consolidated entities		(289,659)	(86,438)
Total current liabilities		(289,659)	(86,438)
Amounts due to consolidated entities		(973,397)	(66,380)
Total liabilities		(1,263,056)	(152,818)
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		(339,000)	(294,515)
Total liabilities and stockholders' equity		(1,602,056)	(447,333)
Nexstar [Member] | Reportable Legal Entities [Member]
Current assets:
Investments in subsidiaries		229,847	256,391
Amounts due from consolidated entities		973,187
Total assets		1,203,034	256,391
Current liabilities:
Amounts due to consolidated entities			66,380
Total liabilities			66,380
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		1,203,034	190,011
Total liabilities and stockholders' equity		1,203,034	256,391
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member]
Current assets:
Cash and cash equivalents		113,950	75,830	16,239	27,492
Accounts receivable, net		440,881	184,921
Amounts due from consolidated entities		191,994	5,623
Spectrum asset		313,965
Other current assets		26,646	53,762
Total current assets		1,087,436	320,136
Investments in subsidiaries		109,289	38,259
Amounts due from consolidated entities			66,170
Property and equipment, net		699,705	244,623
Goodwill		1,825,094	380,164
FCC licenses		1,661,229	468,963
Other intangible assets, net		1,429,349	258,502
Restricted cash			901,080
Other noncurrent assets		193,066	72,070
Total assets		7,005,168	2,749,967
Current liabilities:
Current portion of debt		45,303	19,759
Accounts payable		52,481	16,234
Liability to surrender spectrum asset		321,298
Other current liabilities		213,552	118,049
Total current liabilities		632,634	154,042
Debt		4,041,543	2,045,827
Amounts due to consolidated entities		717,334
Deferred tax liabilities		880,703	118,155
Other noncurrent liabilities		335,070	33,959
Total liabilities		6,607,284	2,351,983
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		397,884	289,290
Noncontrolling interests in consolidated variable interest entities			108,694
Total liabilities and stockholders' equity		7,005,168	2,749,967
Mission [Member] | Reportable Legal Entities [Member]
Current assets:
Cash and cash equivalents		6,959	6,478	5,666	4,367
Accounts receivable, net		14,317	12,332
Amounts due from consolidated entities		97,665	80,815
Other current assets		2,285	1,337
Total current assets		121,226	100,962
Property and equipment, net		18,026	19,564
Goodwill		33,187	33,187
FCC licenses		43,102	43,102
Other intangible assets, net		16,384	17,922
Other noncurrent assets		3,184	11,144
Total assets		235,109	225,881
Current liabilities:
Current portion of debt		2,893	2,334
Accounts payable		242	524
Other current liabilities		13,826	9,017
Total current liabilities		16,961	11,875
Debt		223,235	221,431
Other noncurrent liabilities		9,147	9,832
Total liabilities		249,343	243,138
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		(14,234)	(21,257)
Noncontrolling interests in consolidated variable interest entities			4,000
Total liabilities and stockholders' equity		235,109	225,881
Non-Guarantors [Member] | Reportable Legal Entities [Member]
Current assets:
Cash and cash equivalents		14,892	5,372	$ 7,351	$ 11,557
Accounts receivable, net		63,344	20,805
Spectrum asset		26,723
Other current assets		5,457	2,380
Total current assets		110,416	28,557
Property and equipment, net		20,565	12,041
Goodwill		288,516	59,953
FCC licenses		108,706	30,459
Other intangible assets, net		128,977	48,313
Other noncurrent assets		6,143	1,856
Total assets		663,323	181,179
Current liabilities:
Current portion of debt		55,190	6,000
Accounts payable		8,373	2,996
Liability to surrender spectrum asset		27,347
Amounts due to consolidated entities		289,659	86,438
Other current liabilities		24,218	14,665
Total current liabilities		404,787	110,099
Debt		21,844	47,068
Amounts due to consolidated entities		256,063
Deferred tax liabilities		20,617	13,853
Other noncurrent liabilities		9,233	2,028
Total liabilities		712,544	173,048
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		(58,711)	5,612
Noncontrolling interests in consolidated variable interest entities		9,490	2,519
Total liabilities and stockholders' equity		$ 663,323	$ 181,179

[1] The consolidated total assets as of September 30, 2017 and December 31, 2016 include certain assets held by consolidated VIEs of $450.1 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of September 30, 2017 and December 31, 2016 include certain liabilities of consolidated VIEs of $85.3 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

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Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Net broadcast revenue (including trade and barter)	$ 611,870	$ 275,659	$ 1,778,302	$ 793,311
Net revenue	611,870	275,659	1,778,302	793,311
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	257,656	100,744	728,995	283,802
Selling, general, and administrative expenses, excluding depreciation and amortization	137,308	63,602	455,895	197,539
Amortization of broadcast rights	27,869	14,034	78,022	44,060
Amortization of intangible assets	33,986	11,505	120,701	34,903
Depreciation	25,979	12,877	74,497	38,174
Gain on disposal of stations, net			(57,716)
Total operating expenses	482,798	202,762	1,400,394	598,478
Income from operations	129,072	72,897	377,908	194,833
Interest expense, net	(53,605)	(29,622)	(188,527)	(70,853)
Loss on extinguishment of debt	(1,221)		(34,348)
Other expenses	(161)	(126)	(1,168)	(409)
Income before income taxes	74,085	43,149	153,865	123,571
Income tax (expense) benefit	(32,013)	(17,533)	(58,394)	(50,882)
Net income (loss)	42,072	25,616	95,471	72,689
Net loss (income) attributable to noncontrolling interests	4,403	(817)	1,045	(1,634)
Net income attributable to Nexstar Media Group, Inc.	46,475	24,799	96,516	71,055
Eliminations [Member]
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue between consolidated entities	(36,212)	(22,220)	(91,775)	(63,780)
Net revenue	(36,212)	(22,220)	(91,775)	(63,780)
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	(1,380)	(39)	(2,445)	(112)
Selling, general, and administrative expenses, excluding depreciation and amortization	(7,752)	(1,737)	(17,338)	(4,042)
Local service agreement fees between consolidated entities	(27,080)	(20,444)	(71,992)	(59,626)
Total operating expenses	(36,212)	(22,220)	(91,775)	(63,780)
Equity in income of subsidiaries	(47,499)	(19,980)	(90,057)	(57,953)
Income before income taxes	(47,499)	(19,980)	(90,057)	(57,953)
Net income (loss)	(47,499)	(19,980)	(90,057)	(57,953)
Net income attributable to Nexstar Media Group, Inc.	(47,499)	(19,980)	(90,057)	(57,953)
Nexstar [Member] | Reportable Legal Entities [Member]
Operating expenses:
Equity in income of subsidiaries	47,499	19,980	90,057	57,953
Income before income taxes	47,499	19,980	90,057	57,953
Net income (loss)	47,499	19,980	90,057	57,953
Net income attributable to Nexstar Media Group, Inc.	47,499	19,980	90,057	57,953
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Net broadcast revenue (including trade and barter)	536,820	232,326	1,555,232	669,762
Revenue between consolidated entities	28,164	8,628	60,890	25,800
Net revenue	564,984	240,954	1,616,122	695,562
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	207,596	73,679	586,392	211,660
Selling, general, and administrative expenses, excluding depreciation and amortization	133,359	59,754	436,681	183,845
Local service agreement fees between consolidated entities	6,913	11,859	32,696	33,869
Amortization of broadcast rights	24,714	11,767	68,898	37,165
Amortization of intangible assets	28,924	6,735	103,436	20,592
Depreciation	23,403	11,317	67,593	33,737
Gain on disposal of stations, net			(57,716)
Total operating expenses	424,909	175,111	1,237,980	520,868
Income from operations	140,075	65,843	378,142	174,694
Interest expense, net	(50,160)	(26,893)	(177,500)	(62,704)
Loss on extinguishment of debt	(1,221)		(31,989)
Other expenses	(161)	(126)	(1,168)	(409)
Income before income taxes	88,533	38,824	167,485	111,581
Income tax (expense) benefit	(34,662)	(14,962)	(59,651)	(44,201)
Net income (loss)	53,871	23,862	107,834	67,380
Net income attributable to Nexstar Media Group, Inc.	53,871	23,862	107,834	67,380
Mission [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Net broadcast revenue (including trade and barter)	18,715	15,541	54,178	45,786
Revenue between consolidated entities	8,499	10,420	26,721	29,314
Net revenue	27,214	25,961	80,899	75,100
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	8,867	7,732	26,779	22,638
Selling, general, and administrative expenses, excluding depreciation and amortization	1,267	911	3,117	2,694
Local service agreement fees between consolidated entities	13,250	4,500	22,250	13,500
Amortization of broadcast rights	1,405	1,388	4,217	4,169
Amortization of intangible assets	605	635	1,879	1,907
Depreciation	591	598	1,766	1,805
Total operating expenses	25,985	15,764	60,008	46,713
Income from operations	1,229	10,197	20,891	28,387
Interest expense, net	(2,524)	(2,329)	(7,730)	(6,951)
Loss on extinguishment of debt			(2,133)
Income before income taxes	(1,295)	7,868	11,028	21,436
Income tax (expense) benefit	448	(3,050)	(4,350)	(8,333)
Net income (loss)	(847)	4,818	6,678	13,103
Net income attributable to Nexstar Media Group, Inc.	(847)	4,818	6,678	13,103
Non-Guarantors [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Net broadcast revenue (including trade and barter)	56,335	27,792	168,892	77,763
Revenue between consolidated entities	(451)	3,172	4,164	8,666
Net revenue	55,884	30,964	173,056	86,429
Operating expenses:
Direct operating expenses, excluding depreciation and amortization	42,573	19,372	118,269	49,616
Selling, general, and administrative expenses, excluding depreciation and amortization	10,434	4,674	33,435	15,042
Local service agreement fees between consolidated entities	6,917	4,085	17,046	12,257
Amortization of broadcast rights	1,750	879	4,907	2,726
Amortization of intangible assets	4,457	4,135	15,386	12,404
Depreciation	1,985	962	5,138	2,632
Total operating expenses	68,116	34,107	194,181	94,677
Income from operations	(12,232)	(3,143)	(21,125)	(8,248)
Interest expense, net	(921)	(400)	(3,297)	(1,198)
Loss on extinguishment of debt			(226)
Income before income taxes	(13,153)	(3,543)	(24,648)	(9,446)
Income tax (expense) benefit	2,201	479	5,607	1,652
Net income (loss)	(10,952)	(3,064)	(19,041)	(7,794)
Net loss (income) attributable to noncontrolling interests	4,403	(817)	1,045	(1,634)
Net income attributable to Nexstar Media Group, Inc.	$ (6,549)	$ (3,881)	$ (17,996)	$ (9,428)

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Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract]
Cash flows from operating activities	$ 90,778	$ 176,422
Cash flows from investing activities:
Purchases of property and equipment	(48,846)	(25,642)
Deposits and payments for acquisitions	(2,971,194)	(103,970)
Proceeds from sale of stations	481,944
Proceeds received to relinquish spectrum	478,608
Other investing activities	21,512	585
Net cash used in investing activities	(2,037,976)	(129,027)
Cash flows from financing activities:
Proceeds from long-term debt	4,433,981	58,000
Repayments of long-term debt	(1,891,750)	(73,115)
Premium paid on debt extinguishment	(18,050)
Payments for debt financing costs	(52,039)	(19,282)
Purchase of noncontrolling interests	(66,901)	(100)
Payments for contingent consideration	(263,647)	(2,000)
Common stock dividends paid	(42,132)	(22,078)
Purchase of treasury stock	(99,008)
Other financing activities	(5,135)	(5,080)
Net cash provided by (used in) financing activities	1,995,319	(61,555)
Net increase (decrease) in cash and cash equivalents	48,121	(14,160)
Cash and cash equivalents at beginning of period	87,680	43,416
Cash and cash equivalents at end of period	135,801	29,256
Nexstar [Member] | Reportable Legal Entities [Member]
Cash flows from financing activities:
Common stock dividends paid	(42,132)	(22,078)
Purchase of treasury stock	(99,008)
Inter-company payments	141,308	21,691
Other financing activities	(168)	387
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract]
Cash flows from operating activities	67,013	168,791
Cash flows from investing activities:
Purchases of property and equipment	(40,904)	(22,973)
Deposits and payments for acquisitions	(2,970,394)	(103,970)
Proceeds from sale of stations	481,944
Proceeds received to relinquish spectrum	478,608
Other investing activities	21,264	585
Net cash used in investing activities	(2,029,482)	(126,358)
Cash flows from financing activities:
Proceeds from long-term debt	4,149,576	58,000
Repayments of long-term debt	(1,611,029)	(68,214)
Premium paid on debt extinguishment	(18,050)
Payments for debt financing costs	(48,235)	(18,957)
Purchase of noncontrolling interests	(66,901)
Payments for contingent consideration	(258,647)
Inter-company payments	(141,308)	(21,691)
Other financing activities	(4,817)	(2,824)
Net cash provided by (used in) financing activities	2,000,589	(53,686)
Net increase (decrease) in cash and cash equivalents	38,120	(11,253)
Cash and cash equivalents at beginning of period	75,830	27,492
Cash and cash equivalents at end of period	113,950	16,239
Mission [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract]
Cash flows from operating activities	1,263	3,535
Cash flows from investing activities:
Purchases of property and equipment	(315)	(160)
Deposits and payments for acquisitions	(800)
Net cash used in investing activities	(1,115)	(160)
Cash flows from financing activities:
Proceeds from long-term debt	230,608
Repayments of long-term debt	(226,471)	(1,751)
Payments for debt financing costs	(3,804)	(325)
Net cash provided by (used in) financing activities	333	(2,076)
Net increase (decrease) in cash and cash equivalents	481	1,299
Cash and cash equivalents at beginning of period	6,478	4,367
Cash and cash equivalents at end of period	6,959	5,666
Non-Guarantors [Member] | Reportable Legal Entities [Member]
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract]
Cash flows from operating activities	22,502	4,096
Cash flows from investing activities:
Purchases of property and equipment	(7,627)	(2,509)
Other investing activities	248
Net cash used in investing activities	(7,379)	(2,509)
Cash flows from financing activities:
Proceeds from long-term debt	53,797
Repayments of long-term debt	(54,250)	(3,150)
Payments for contingent consideration	(5,000)
Other financing activities	(150)	(2,643)
Net cash provided by (used in) financing activities	(5,603)	(5,793)
Net increase (decrease) in cash and cash equivalents	9,520	(4,206)
Cash and cash equivalents at beginning of period	5,372	11,557
Cash and cash equivalents at end of period	$ 14,892	$ 7,351

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Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Nov. 06, 2017	Oct. 26, 2017	Oct. 02, 2017	Jul. 19, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Subsequent Event [Line Items]
Repayment of debt							$ 1,891,750	$ 73,115
Dividends declared per common share					$ 0.30	$ 0.24	$ 0.90	$ 0.72
Term Loans B [Member]
Subsequent Event [Line Items]
Repayment of debt				$ 454,400			$ 215,000
Subsequent Event [Member] | Class A Common Stock [Member]
Subsequent Event [Line Items]
Dividends declared per common share		$ 0.30
Dividends, date declared		Oct. 26, 2017
Dividends, date payable		Dec. 01, 2017
Dividends, date of record		Nov. 17, 2017
Subsequent Event [Member] | Term Loans B [Member]
Subsequent Event [Line Items]
Repayment of debt	$ 10,000		$ 10,000
Subsequent Event [Member] | WLWC-TV CW Affiliated [Member]
Subsequent Event [Line Items]
Acquisition date			Oct. 02, 2017
Cash paid in business acquisition			$ 4,100