Nexstar Media Group Inc

Item 1A. Risk Factors

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

Summary Risk Factors

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

Risks Related to Our Operations

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

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

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

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

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

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

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

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

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

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

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

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

Future impairment charges could adversely affect our operating results;

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

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

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

Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results;

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

We may not be able to adequately face challenges in protect theing our intellectual property and other proprietary rights that are material to our businesdefending against infringement claims; and

Cybersecurity risks could adversely affect our operating effectiveness and operating results.

Risks Related to Our Industry

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

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

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

Risks Related to Tribune Publishings Spin-Off

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

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Risks Related to Our Operations

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

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

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

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

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

Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their network affiliations. All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 20267. In order to renew certain of our affiliation agreements, we may be required to make increased payments to the networks and to accept other modifications of existing affiliation agreements. If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative sources of programming, which may be less attractive to our audiences and more expensive to obtain. In addition, a loss of a specific network affiliation for a station may affect our retransmission consent payments, resulting in us receiving less retransmission consent fees. Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances. For more information regarding these network affiliation agreements, see Item 1, BusinessNetwork Affiliations.

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

During the years ended December 31, 20234, 202223 and 202122, the Companys revenues from two customers exceeded 10%. Each of these customers represented approximately 12% and 14% for 20234, 102% and 114% for 20223, and 120% and 1311% for 20212, of the Companys our consolidated net revenues. The loss of or disruption in our relationship with one or more of our major customers could have a material adverse effect on our business, operating results, or financial condition. In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration.

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

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

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

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

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

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

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

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

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

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

As of December 31, 2023, the Company4, we had $6.85 billion of debt, which represented 74.83% of the total combined capitalization. Of the Companysour $6.85 billion of debt, $4.13.8 billion is floating rate debt for which the Company pays we pay interest based on a spread to current SOFR recured Overnight Financing Rates (SOFR). As n increase in SOFR haswill increased, the Companys our interest expense has also increasedse, reducing the amount of cash flow from operations the Company haswe have available to reinvest in its operations, make acquisitions or return to shareholders. The CompanysOur high level of debt could have other important consequences for its business, including: limiting the Companysour ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting the Companysour flexibility to plan for and react to changes in its business and its industry; and impairing our ability to withstand a general downturn in our business and placeing us at a disadvantage compared to our competitors that are less leveraged. See Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsMaterial Cash Requirements for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature.

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

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

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

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

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

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

The FCC generally grants an application for license renewal if, during the preceding term, the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCCs rules, and the licensee committed no other violations of the Communications Act or the FCCs rules which, taken together, would constitute a pattern of abuse. While a majority of renewal applications are routinely granted under this standard, if we fail to meet this standard the FCC may condition or shorten renewal or, in a worst case, deny a stations license renewal application, resulting in termination of the stations authority to broadcast. The Company expects the FCC to grant pending and future renewal applications for its stations in due course but cannot provide any assurances that the FCC will do so. See Item 1, BusinessFederal RegulationFCC Licenses, Renewals and Transfers.

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

We have significant investments in businesses (primarily our 31.3% interest in TV Food Network) that we account for under the equity method of accounting. For the year ended December 31, 20234, our income from equity investments from TV Food Network was $17744 million and we received cash distributions of $270154 million. As of December 31, 2024, the book value of our ownership interest in TV Food Network was $857 million. If the changes in earnings and distributions from our equity investments are material in any year, those changes may have a material effect on our net income, cash flows, financial condition and liquidity.  In addition, if the future prospects for the business change, those changes could have a material impact on the value of our interest. We do not control the day-to-day operations of our equity method investments or have the ability to cause them to pay dividends or, make other payments or advances to their stockholders, including us, and th nor do we have the ability, in the case of TV Food Network, to cause them to provide us the with long-term financial projections and thus the management of these businesses could impact our results of operations and cash flows as well as the value of investment recorded on our balance sheet. Additionally, these businesses are subject to laws, regulations, market conditions and other risks inherent in their operations. Any of these factors could adversely impact our results of operations, our cash flows and the value of our investment.

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

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

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

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

The VIEs are each 100% owned by independent third parties. We have entered into local service agreements with the VIEs, pursuant to which we provide services to their stations. In return for the services we provide, we receive substantially all of the consolidated VIEs available cash, after satisfaction of their operating costs and any debt obligations. In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs (Mission) senior secured credit facility in the event of default. See Item 1, BusinessStations.

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

Future impairment charges could adversely affect our operating results.

As of December 31, 20234, $8.07.7 billion, or 66.27.1%, of the Companysour combined total assets consisted of goodwill and, indefinite-lived intangible assets, including  (FCC licenses) and network affiliation agreements. During the fourth quarter of 2023, Nexstar recorded a $35 million impairment of goodwill and findefinite-lived intangible assets attributable to a digital business. The Company (network affiliation agreements and other). We regularly tests its our goodwill and other intangible assets for impairment. If the carrying amount of goodwill and intangible assets is revised downward due to impairment, such non-cash charge could materially affect the Companysour financial position and results of operations. See Critical Accounting EstimatesValuationItem 7, Managements Discussion and Analysis of GoodwillFinancial Condition and Intangible AssetResults of OperationsCritical Accounting Estimates.

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

The Company We currently hasve significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods. Based on our assessment of the Companys deferred tax assets, we determined that as of December 31, 20234, based on projected future income, approximately $18554 million of the Companys deferred tax assets, net of valuation allowance, primarily related to NOLs attributable to a consolidated VIE,  will more likely than not be realized in the future. Should we determine in the future that these assets will not be realized, the Company will be required to record a valuation allowance in connection with these deferred tax assets and the Companys operating results would be adversely affected in the period such determination is made. In addition, tax law changes could negatively impact the Companys deferred tax assets. See CriItem 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting EstimatesIncome Taxes.

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

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

On June 28, 2016, the IRSnternal Revenue Service (IRS) issued Tribune a Notice of Deficiency which presented the IRSs position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribunes 2009 taxable income. Accordingly, the IRS proposed a $182 million tax and a $73 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRSs determination. After-tax interest on the aforementioned proposed tax and penalty through December 31, 20234 would be approximately $191232 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Companys guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribunes 2014 and 2015 federal income tax audits (described below).

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

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

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribunes structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the second half of  2024. 5.

As of December 31, 20234, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Companys accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

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Prior to Nexstars merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audit of Tribune and issued a Revenue Agents Report which disallowed the reporting of certain assets and liabilities related to Tribunes emergence from Chapter 11 bankruptcy on December 31, 2012. We disagree with the IRSs proposed adjustments to the tax basis of certain assets and the related taxable income impact, and we are contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $167 million increase in its federal and state taxes payable and a $7069 million increase in deferred income tax liability as of December 31, 20234. In accordance with Accounting Standards Codification (ASC) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 20234 and December 31, 20223.

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

NexstarWe hasve various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. As of December 31, 20234, the pension benefit obligations for these qualified retirement plans were $1.75 billion. The qualified retirement plans also had $1.54 billion in total net assets available, or underfunded by approximately $17148 million, to pay benefits to participants enrolled in the plans as of December 31, 2023. Nexstar was4. There were no significant required and did not make contributions to itNexstars qualified pension benefit plans in 20234.

NexstarWe also hasve non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 20234, Nexstar contributed $4 million to these plans. As of December 31, 20234, the total liability was $4037 million. NexstarWe also hasve various retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees. Although Nexstarwe hasve frozen participation and benefits under all plans, two significant elements in determining the pension expense or credit are the expected return on plan assets and the discount rate used in projecting obligations. Large declines in the stock market and lower discount rates increase the expense and may necessitate higher cash contributions to the qualified retirement plans.

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

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

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

Our common stockholders are only entitled to receive the dividends declared by our board of directors. Our board of directors declared in 2023 a4 total cash dividends of $5.406.76 per share (in equal quarterly to the outstanding shares of our common stock (installments of $1.3569 per share) tre were paid each quarter to the oapplicable record date outstanding shares of our common stock). In January 20245, our board of directors approved a 2510% increase in the quarterly cash dividend to $1.6986 per share beginning with the dividend declared in the first quarter of 20245. We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy. However, future cash dividends, if any, will be at the discretion of our board of directors and can be changed or discontinued at any time. Dividend determinations (including the amount of the cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. In addition, the Companys senior secured credit facilities and the indentures governing our existing notes limit our ability to pay dividends. Given these considerations, our board of directors may increase or decrease the amount of the dividend at any time and may also decide to suspend or discontinue the payment of cash dividends in the future.

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

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We may not be able to adequately  face challenges in protect theing our intellectual property (IP) and other proprietary rights that are material to our business, or to  defend successfully ing against intellectual property infringement claims by third parties.

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

We seek to limit the threat of content piracy; however, policing unauthorized use of our broadcasts, products and services and related intellectual property is oftenperformance.

Enforcing IP rights is difficult and the steps taken by us may not in every case prevent infringement by unauthorized third parties. Developments in t, especially as technology increase the threat of content makes piracy by making it easier to duplicate and widely distribute pirated material. Our use of contractual provisions, confid. Currentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights and proprietary technology tections may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary technology, or to defesufficient, and against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third partys intellectual property rights. Protection of our intellectual property rights is dependent on the scope and duration of our rights as defined by applicable lawlitigation could be necessary. Changes in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, uld also affect our ability to generate revenue fromor intellectual property may decrease, or the crease cost of obtaining and maintaining rights may increase. There can be no assurance that our efforts to enforce our rights and protect our products, services and intellectual property will be successful in preventing content piracy.

Furthermore, any intellectual property litigatios. Any IP-related litigation or claims brought against us, whether valid or not meritorious, could result in substantial be costs andly, diversion of our rt resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. The terms of any settlement or judgment may rerequire us to pay substantial amounts to the other party or cease exercior stop using our rights in such intellectual property. In addition, we may have to seek a lcertain IP. License to continue practices found to be in violation of a third partys rights, which ing may not be available on reasonable terms, or at all. Our business, financial condition or results of operations may be adversely affected as a resultnegatively affecting our business.

Cybersecurity risks could adversely affect the Companyst our operating effectiveness and operating results.

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

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Risks Related to Our Industry

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

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

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

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

The FCC has open proceedings to determine whether to standardize TV stations reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for good faith retransmission consent negotiations; whether to broaden the definition of MVPD to include online video programming distributors; and the appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated a reviews of the broadcast ownership rules. In addition, changes in FCC and DOJ/FTCepartment of Justice / Federal Trade Commission rules and guidelines around owning or providing services to multiple stations in a local market, or other rules, could adversely impact us. The FCC also may decide to initiate other new rule-making proceedings on its own or in response to requests from outside parties, any of which might impact our business or operations. The U.S. Congress may also act to amend the Communications Act in a manner that could impact our stations and the stations we provide services to or the television broadcast industry in general. For more information about the regulations that we are subject to, seee Item 1, BusinessFederal Regulation.

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

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

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Risks Related to Tribune Publishings Spin-Off

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

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

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

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

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