Nexstar Media Group Annual Report 2017

← All annual reports

FY2017 Annual Report · Nexstar Media Group

Loading PDF…

Market
Rank

Market

Station

Affiliation

Market
Rank

Market

Station Affiliation

Market
Rank

Market

Station Affiliation

Nexstar Media Group Stations(1)

DC(2)/Hagerstown, MD WDVM Independent
San Francisco, CA
Phoenix, AZ
Tampa, FL

6
8
11
13

22
25
27
28

Portland, OR
Raleigh, NC
Nashville, TN
Indianapolis, IN

Salt Lake City, UT

New Haven, CT

34
38

Columbus, OH
Spartanburg, SC

Austin, TX

40
43

44
45
46

Las Vegas, NV
Grand Rapids, MI

Birmingham, AL
Harrisburg, PA
Albuquerque, NM

Portsmouth, VA

50 Memphis, TN

Providence, RI

Buffalo, NY

Fresno, CA

Richmond, VA

55
57 Wilkes Barre, PA

Little Rock, AR

59 Mobile, AL

Albany, NY

61
64

Knoxville, TN
Dayton, OH

MNTV
KRON
KASW The CW
WFLA
WTTA
KOIN
WNCN
WKRN
WISH
WNDY
KTVX
KUCW
WTNH
WCTX
WCMH
WSPA
WYCW
KXAN
KBVO
KNVA
KLAS
WOOD
WOTV
WIAT
WHTM
KRQE
KREZ
KBIM
KASY
KRWB
KWBQ
WAVY
WVBT
WATN
WLMT
WPRI
WNAC
WIVB
WNLO
KSEE
KGPE
WRIC
WBRE
WYOU
KARK
KARZ
KLRT
KASN
WKRG
WFNA
WTEN
WCDC
WXXA
WATE
WDTN
WBDT

NBC
MNTV
CBS
CBS
ABC
The CW
MNTV
ABC
The CW
ABC
MNTV
NBC
CBS
The CW
NBC
MNTV
The CW
CBS
NBC
ABC
CBS
ABC
CBS
CBS
CBS
MNTV
The CW
The CW
NBC
FOX
ABC
The CW
CBS
FOX
CBS
The CW
NBC
CBS
ABC
NBC
CBS
NBC
MNTV
FOX
The CW
CBS
The CW
ABC
ABC
FOX
ABC
NBC
The CW

Honolulu, HI

67 Wichita, KS

Des Moines, IA

69
70

73
75

76
80
83

Green Bay, WI
Roanoke, VA

Charleston, WV
Springfield, MO

Rochester, NY
Huntsville, AL
Shreveport, LA

Brownsville, TX
Syracuse, NY

84
85
86 Waco-Bryan, TX

87
88

90
92
93
94

95
97

Colorado Springs, CO
Champaign, IL

Savannah, GA
Charleston, SC
El Paso, TX
Baton Rouge, LA

Jackson, MS
Burlington, VT

Fayetteville, AR

Tri-Cities, TN-VA

99
100 Greenville, NC
101
102 Quad Cities, IL

Florence, SC

103

Evansville, IN

107 Altoona, PA
109

Tyler-Longview, TX

110

Sioux Falls, SD

Ft. Wayne, IN
111
112 Augusta, GA
Lansing, MI
115

116

Springfield, MA

KHON
KHAW
KAII
KSNW
KSNC
KSNG
KSNK
WOI
KCWI
WFRV
WFXR
WWCW
WOWK
KOLR
KOZL
WROC
WZDX
KTAL
KMSS
KSHV
KVEO
WSYR
KWKT
KYLE
KXRM
WCIA
WCIX
WSAV
WCBD
KTSM
WGMB
WVLA
WJTV
WFFF
WVNY
KFTA
KNWA
WJHL
WNCT
WBTW
WHBF
KGCW
KLJB
WEHT
WTVW
WTAJ
KETK
KFXK
KELO
KDLO
KPLO
WANE
WJBF
WLNS
WLAJ
WWLP

FOX
FOX
FOX
NBC
NBC
NBC
NBC
ABC
The CW
CBS
FOX
The CW
CBS
CBS
MNTV
CBS
FOX
NBC
FOX
MNTV
NBC
ABC
FOX
MNTV
FOX
CBS
MNTV
NBC
NBC
NBC
FOX
NBC
CBS
FOX
ABC
FOX
NBC
CBS
CBS
CBS
CBS
The CW
FOX
ABC
The CW
CBS
NBC
FOX
CBS
CBS
CBS
CBS
ABC
CBS
ABC
NBC

117

Youngstown, OH

121
122

Lafayette, LA
Peoria, IL

126 Bakersfield, CA
Columbus, GA
127
La Crosse, WI
129

131 Amarillo, TX

137 Monroe, AR

138

Rockford, IL

139

Topeka, KS

141 Minot-Bismarck, ND

144 Midland, TX

145

Lubbock, TX

Sioux City, IA

148
149 Wichita Falls, TX

150

Erie, PA

151
152

Panama City, FL
Joplin, MO

155

Terre Haute, IN

158 Wheeling, WV
161 Binghamton, NY
163 Beckley, WV
165 Abilene, TX

167 Billings, MT

168 Hattiesburg, MS
Clarksburg, WV
169
170
Rapid City, SD
171 Utica, NY

173 Dothan, AL
Elmira, NY
176
177
Jackson, TN
178 Alexandria, LA
179 Watertown, NY
180 Marquette, MI
187 Grand Junction, CO

196

San Angelo, TX

CBS
WKBN
ABC
WYTV
CBS
KLFY
CBS
WMBD
FOX
WYZZ
NBC
KGET
CBS
WRBL
FOX
WLAX
FOX
WEUX
NBC
KAMR
FOX
KCIT
FOX
KARD
NBC
KTVE
FOX
WQRF
ABC
WTVO
NBC
KSNT
ABC
KTKA
KXMA
The CW
KXMB
CBS
KXMC
CBS
KXMD
CBS
ABC
KMID
FOX
KPEJ
CBS
KLBK
ABC
KAMC
ABC
KCAU
NBC
KFDX
FOX
KJTL
ABC
WJET
FOX
WFXP
ABC
WMBB
NBC
KSNF
ABC
KODE
NBC
WTWO
ABC
WAWV
CBS
WTRF
ABC
WIVT
CBS
WVNS
CBS
KTAB
NBC
KRBC
ABC
KSVI
FOX
KHMT
CBS
WHLT
NBC
WBOY
CBS
KCLO
FOX
WFXV
ABC
WUTR
WDHN
ABC
WETM NBC
FOX
WJKT
FOX
WNTZ
ABC
WWTI
CBS
WJMN
KREX
CBS
KREY
CBS
KFQX
FOX
NBC
KSAN
CBS
KLST

(1)

Includes stations that we own, operate, or provide services to under local service agreements, including time brokerage agreements,
shared services agreements, joint sales agreements, local marketing agreements and outsourcing agreements.

(2) WDVM serves the Hagerstown, MD sub-market within the DMA. Its signal does not reach the entire Washington, DC market.

April 27, 2018

Dear Fellow Shareholders:

Fiscal 2017 was a transformative and extremely productive year for Nexstar Media Group. Our
sixth straight year of record financial results reflect our realization of the anticipated economic
and strategic benefits of last years acquisition of Media General including our teams ability to
extract financial synergies that were ahead of projections. Nexstars expanded platform and
organic growth in our legacy operations, combined with continued success in leveraging our
local content, diversifying our revenue streams, driving operational efficiencies and optimizing
the balance sheet drove net revenue to over $2.4 billion and free cash flow to $528 million,
before $58.9 million in one(cid:882)time expenses related to transactions. Nexstars substantial free
cash flow generation enabled us to invest in our broadcast and technology platform and in select
accretive acquisitions, to reduce net debt by approximately $400 million and return over $154

million to shareholders in the form of share repurchases and cash dividends.

With the operating momentum across our platform continuing in 2018, we expect Nexstar to benefit from heavily
contested mid(cid:882)term elections, continued retransmission and digital revenue growth, and our commitment to localism and
innovation as we further transition our television broadcasting operating model into a diversified platform with multiple
high margin revenue streams. As such, Nexstar expects to generate average free cash flow of slightly in excess of $600
million annually for the 2018/2019 cycle and another record year of financial results in 2018.

Today, Nexstar is one of Americas largest local media companies with 170 full power television stations in 100 markets
and growing digital operations, offering superior engagement across all screens and devices. Our teams consistently
leverage localism to bring new entertainment, information, services and value to consumers and advertisers through our
television, digital and mobile media platforms and their dedication is reflected in our strong standings in the local
communities where we operate as well as our positive near(cid:882) and long(cid:882)term financial outlook.

NEXSTAR MEDIA GROUP 2(cid:1004)1(cid:1011) HIGHLIGHTS

(cid:131) Sixth consecutive year of record financial results

- Net revenue rose 120.4% to $2.4 billion

(cid:131)
(cid:131)
(cid:131)

Broadcast ad revenue (cid:882)(cid:882) inclusive of local, national and political (cid:882)(cid:882) grew 103.2% to $1.3 billion
Retransmission fee revenue improved 152.7% to $995.8 million
Digital revenue increased 126.8% to $230.8 million

- Broadcast cash flow grew 90.2% to $868.6 million
- Adjusted EBITDA before one(cid:882)time transaction expenses increased 93.6% to $802.2 million
- Adjusted EBITDA increased 83.3% to $743.3 million
- Free cash flow before one(cid:882)time transaction expenses rose 108.2% to $528.0 million
- Free cash flow rose 91.6% to $469.0 million

(cid:131) Capital Allocation / Structure

- Increased quarterly cash dividend by 25%
- Repurchased 1.7 million shares at an average price of ~$58.59
- Reduced total net debt by ~$400 million
- Refinanced term loans and credit facility in a free cash flow accretive manner

(cid:131) Key operating events

- Nexstar Broadcasting Inc.

(cid:131)
(cid:131)

Promoted Tim Busch to President of the Nexstar Broadcasting
Doubled the size of our Washington D.C. News Bureau to create more content from the nations capital to serve
growing consumer interest in our markets
Expanded local programming and added sales resources to the former Media General markets
Extended or entered into new affiliation agreements with our network partners, which include rights for OTT
carriage
(cid:131)

OTT distribution supports our goals for delivering great entertainment and information to viewers and
advertisers anywhere, anytime and on any device, while creating a new revenue stream for Nexstar

(cid:131)

Raised a total of $6.3 million cash and in(cid:882)kind gifts to aid Hurricane victims with organization(cid:882)wide local
community fundraising initiative Nexstar for Texas
Co(cid:882)founded the establishment of a consortium to promote spectrum aggregation, innovation and monetization
and enhance broadcasters abilities to compete in the wireless data transmission sector

(cid:131)

By establishing a collaborative consortium to advance the promotion of spectrum utilization, innovation
and monetization through ATSC 3.0, we can efficiently bring its ground breaking benefits to
broadcasters, viewers and advertisers as well as the new technologys ability to deliver targeted
advertising

- Nexstar Digital LLC

(cid:131)
(cid:131)
(cid:131)

Hired digital industry veteran, Greg Raifman, to serve as President of Nexstar Digital
Unwound unprofitable former Media General digital operations
Agreed to acquire LKQD, a leading independent video advertising infrastructure company in an accretive
transaction that brings broad strategic benefits to our growing digital division

As we begin to benefit from what are expected to be record levels of mid(cid:882)term political advertising in 2018, organic and
acquisition(cid:882)related revenue growth, contractual retransmission revenue growth and the profitable operation of all digital
assets, we have excellent visibility to deliver on our newly established free cash flow targets for the 2018/2019 cycle. In
terms of capital allocation, we continue to apply cash from operations to reduce debt and leverage, strategically invest in
the business, pursue additional select accretive acquisitions, pay dividends and take other actions for the continued
enhancement of shareholder value. In this regard, earlier this year the Board of Directors approved a 25% increase in the
quarterly cash dividend to $0.375 per share beginning in first quarter of 2018. With growing levels of free cash flow, we
expect Nexstars net leverage, absent additional strategic activity, to be in the mid(cid:882)to(cid:882)high 3x range at the end of 2018.

Local broadcast television remains the most powerful place to be within the media and advertising ecosphere and our
strong local platforms command the greatest audience share in any given market. As the most trusted medium among
viewers, with a brand safe environment and the greatest influence on consumer purchasing and voting decisions, local
broadcast television is the unrivalled, leading provider of ROI(cid:882)driven marketing solutions for brand managers, advertisers
and political campaigns. The enduring value of Nexstars unique, locally(cid:882)produced programming, news and other content
married with marquee national network content and access to new and emerging digital distribution platforms is an
unbeatable value and competitive proposition.

Since Nexstars founding more than two decades ago, we have built the company through a disciplined approach to
platform building. Our proven ability to significantly expand free cash flow by identifying, executing and financing
accretive transactions highlights Nexstars role in the industry as a leading consolidator with an unrivalled record in terms
of execution consistency, capital allocation and the enhancement of shareholder value. In each transaction, large or small,
we have followed our well(cid:882)established playbook to enhance the operating results of acquired stations, while delivering
exceptional service to the local communities where we operate and value to our shareholders.

In summary, Nexstar continues to execute on all
facets of our business plan including continued operational
improvements, additional synergy realization, further optimizing the capital structure and cost of capital, and improving
service to our local communities. Our disciplines in these areas have strengthened the consistency and visibility of our
results, while supporting growing returns for our shareholders. We are highly confident in our strong growth prospects
going forward as we follow the successful strategies weve established in terms of building the top line, maintaining close
control of fixed and variable costs and optimizing the balance sheet.

We look forward to reporting on our continued growth and accomplishments in 2018 and on behalf of the approximate
9,100 employees of the Nexstar Nation, thank you for your interest and ongoing support.

Sincerely,

Perry A. Sook
Chairman, President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K

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

for the fiscal year ended December 31, 2017

OR
(cid:4)(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
.
Commission File Number: 000-50478

for the transition period from

NEXSTAR MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Organization or Incorporation)

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

23-3083125
(I.R.S. Employer Identification No.)

75062
(Zip Code)

(972) 373-8800
(Registrants Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class
Class A Common Stock, $0.01 par value per share

Name of each exchange on which registered
NASDAQ Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No (cid:4)

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No ⌧

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ⌧ No (cid:4)

Indicate by checkmark 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 (cid:4)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will
in definitive proxy or information statements incorporated by reference in Part III of this

not be contained, to the best of the Registrants knowledge,
Form 10-K or any amendment to this Form 10-K. (cid:4)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting

company. See the definitions of large accelerated filer, accelerated filer
12b-2 of the Exchange Act. (check one):

, smaller reporting company and emerging growth ct

ompany in Rule

Large accelerated filer

Non-accelerated filer

Emerging growth company

⌧

(cid:4)

Accelerated filer

Smaller reporting company

(cid:4)

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. (cid:4)

Indicate by check mark whether the Registrant is a shell company (as defined in RuleRR

12b-2 of the Exchange Act). Yes (cid:4) No ⌧

As of June 30, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant

was

$2,608,125,138.

As of February 28, 2018, the Registrant had 46,109,349 shares of Class A Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrants 2018 Annual Meeting of Stockholders will be filed with the Commission within 120 days

after the close of the Registrants fiscal

year and incorporated by reference in Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I

ITEM 1. Business.........................................................................................................................................................................

ITEM 1A. Risk Factors ...................................................................................................................................................................

ITEM 1B. Unresolved Staff Comments..........................................................................................................................................

ITEM 2.

Properties.......................................................................................................................................................................

ITEM 3.

Legal Proceedings .........................................................................................................................................................

ITEM 4. Mine Safety Disclosures................................................................................................................................................

PART II

ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...

ITEM 6.

Selected Financial Data.................................................................................................................................................

ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.......................................

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ......................................................................................

ITEM 8.

Financial Statements and Supplementary Data .............................................................................................................

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .......................................

ITEM 9A. Controls and Procedures................................................................................................................................................

ITEM 9B. Other Information..........................................................................................................................................................

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance ............................................................................................

ITEM 11. Executive Compensation ...............................................................................................................................................

ITEM 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters ....................

ITEM 13. Certain Relationships and Related Transactions, and Director Independence..............................................................

ITEM 14. Principal Accountant Fees and Services........................................................................................................................

PART IV

ITEM 15. Exhibits and Financial Statement Schedules.................................................................................................................

ITEM 16. Form 10-K Summary.....................................................................................................................................................

Index to Exhibits ...............................................................................................................................................................................

Page

Index to Financial Statements ...........................................................................................................................................................

F-1

General

As used in this Annual Report on Form 10-K and unless the context indicates otherwise, Nexstar refers to Nexstar Media

Group, Inc. 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 referff ences to we, our, ours, and us refeff r to Nexstar.

Nexstar Broadcasting has time brokerage agreements (TBAs), shared services agreements (SSAs), joint sales agreements

(JSAs), local marketing agreements (LMAs) and outsourcing agreements (which we generally refer to as local service
agreements) relating to the television stations owned by VIEs but does not own any of the equity interests in these entities. For a
description of the relationship between Nexstar and these VIEs, see Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations.

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

In the context of describing ownership of television stations in a particular market, the term duopoly refers to owning or

deriving the majority
particular market. For more information on how we derive economic benefit from a duopoly,

of the economic benefit, through ownership or local service agreements, from two or more stations in a

see Item 1, Business.

There are 210 generally recognized television markets, known as Designated Market Areas, or DMAs, in the United States.

DMAs are ranked in size according to various factors based upon actual or potential audience. DMA rankings contained in this
Annual Report on Form 10-K are from Investing in Television Market Report 2017 4th Edition, as published by BIA Financial
Network, Inc.

Reference is made in this Annual Report on Form 10-K to the following trademarks/tradenames which are owned by the third

parties referenced in parentheses: Two and a HalfHH Men (Warner Bros. Domestic Television) and Entertainment Tonight (CBS
Television Distribution).

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). All statements
other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including:
any projections or expectations of earnings, revenue, financial performance, liquidity and capital
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.

resources or other financial

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could

differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of
operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties discussed under
Item 1A, Risk Factors located elsewhere in this Annual Report on Form 10-K and in our other filings
Exchange Commission (SEC). The forward-looking statements made in this Annual Report on Form 10-K are made only as of the
date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or
circumstances unless otherwise required by law.

with the Securities and

PART I

Item 1.

Business

Overview

We are a television broadcasting and digital media company focused on the acquisition, development and operation of television

stations and interactive community websites and digital media services in medium-sized markets in the United States.

As of December 31, 2017, we 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, MNTV, and other broadcast television networks. As of
December 31, 2017, we reached approximately 43.6 million, or 38.9%, of all U.S. television households.

The stations we own and operate or provide services to provide free over-the-air programming to our markets television

viewing audiences. This programming includes (a) programs produced by networks with which the stations are affiliated;
(b) programs that the stations produce; and (c) first-run and rerun syndicated programs that the stations acquire. Our television
stations primary sources of revenue include the sale of commercial air time on our stations to local and national advertisers, revenues
earned from our retransmission consent agreements with cable, satellite and other multichannel video programming distributors
(MVPDs) in our markets, and the sale of advertising on our websites in each of our broadcast markets where we deliver community
focused content.

We seek to grow our revenue and operating income by increasing the audience and revenue shares of the stations we own,
operate, program or provide sales and other services to, as well as through our growing portfolio of digital products and services. We
strive to increase the audience share of the stations by creating a strong local broadcasting presence based on highly rated local news,
local sports coverage and active community sponsorship. We seek to improve revenue share by employing and supporting a high-
quality local sales force that leverages the stations strong local brands and community presence with local advertisers. We further
improve broadcast cash flowff
initiatives are magnified in our duopoly markets by owning or providing services to stations affiliated with multiple networks,
capitalizing on multiple sales forces and achieving an increased level of operational efficiency. As a result of our operational
enhancements, we expect revenue from the stations we have acquired or begun providing services to in the last four years to grow
faster than that of our more mature stations.

by maintaining strict control over operating and programming costs. The benefits achieved through these

Our digital media businesses provide digital publishing and content management platforms, a digital video advertising platform,

a social media advertising platform and other digital media solutions to media publishers and advertisers. We are focused on new
technologies and growing our portfolio of digital products and services complementary to our vision of providing local news,
entertainment and sports content through broadcast and digital platforms.

We are a Delaware corporation formed in 1996. Our principal offices are at 545 E. John Carpenter Freeway, Suite 700, Irving,

TX 75062. Our telephone number is (972) 373-8800 and our website is http://www.nexstar.tv. The information contained on, or
accessible through, our website is not part of this Annual Report on Form 10-K and is not incorporated herein by reference.

Recent Acquisitions

Merger with Media General

On January 17, 2017, we completed our merger with Media General, Inc., a Virginia corporation

(Media General), whereby

we acquired the latters outstanding equity in exchange for cash and stock, plus additional consideration in the form of a non-tradeable
contingent value right (CVR). Media General owned, operated, or serviced 78 full power television stations in 48 markets, including
10 stations owned by VIEs.

Upon the completion of the merger, each issued and outstanding share of common stock, no par value, of Media General

tive time of the merger, other than shares or other securities representing capital stock in Media General

immediately prior to the effecff
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 Nexstars 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 Generals spectrum in the FCCs 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 effecff

tive

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 fulff
the Merger Consideration.

l and were converted into the right to receive

The following table summarizes the components of the total consideration paid, payable or issued upon closing of the merger (in

thousands):

Cash Consideration
Nexstar Common Stock issued (15,670,094 shares)
Reissued Nexstar Common Stock from treasury (560,316 shares)
Stock option replacement awards (228,438 options)
Repayment of Media General debt, including premium and accrued interest
Contingent consideration liability (CVR)

1,376,108
995,835
35,608
10,702
1,658,135
271,008
4,347,396

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 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 recognized a loss on disposal of $4.7 million (the Media General
Divestitures). We sold our previously owned stations for $114.4 million and recognized gain on disposal of $62.4 million (the
Nexstar Divestitures).

Transaction costs relating to the merger, including legal and professional fees and severance costs, were $52.4 million and $8.4

million during the years ended December 31, 2017 and 2016, respectively. These costs were expensed as incurred.

The Cash Consideration, the repayment of Media General debt, including premium and accrued interest, and the transaction

costs and expenses were funded through a combination of cash on hand, proceeds from the Nexstar Divestitures and the Media
General Divestitures and the following debt borrowings:

•

$2.75 billion in senior secured Term Loan B, issued at 99.49%, due on January 17, 2024;

$51.3 million in senior secured Term Loan A, issued at 99.25%, due on June 28, 2018 and $293.9 million in senior
secured Term Loan A, issued at 99.34%, due on January 17, 2022;

$175.0 million in total commitments under 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; and

Proceeds from the previously issued $900.0 million 5.625% senior unsecured notes due 2024 (the 5.625% Notes)

The Company incurred $48.3 million (Term Loan B) and $3.2 million (Term Loan A) in legal, professional and underwriting

fees related to the debt described above.

These costs, along with debt issue discounts, are amortized over the term of the related debt.

On July 21, 2017, the Company received $478.6 million of gross proceeds to relinquish certain spectrum of Media General in

the previously concluded FCC auction. Nexstar did not dispose any of its legacy stations spectrum.

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 amounts due. Through December 2017, we paid $180.9 million in taxes related to the spectrum auction proceeds.

We assumed the $400.0 million 5.875% Senior Notes due 2022 (the 5.875% Notes) previously issued by LIN Television
Corporation (LIN TV), a wholly owned subsidiary of Media General, and consolidated Shield Media LLCs (Shield) senior
secured credit facility with an outstanding Term Loan A principal balance of $24.8 million. We also assumed Media Generals
pension and postretirement obligations (included in other noncurrent liabilities).

For more information about the merger and related transactions, refer to Notes 3, 7 and 8 to our Consolidated Financial

Statements in Part IV, Item 15 of this Annual Report on Form 10-K.

The full power television stations acquired and consolidated by Nexstar as a result of the merger, net of divestitures, are as

follows:

Market Rank
at Acquisition
Nexstar:
6
11
24
25
27
29
30
32
37
39
42
43
44
45
48
52
53
55
59
60
62
64
65
66
88
91
94
95
98
100
102
109
110
111
113
114
115
120
127
135
168
172
VIEs:
39
48
52
59
64
113
115
135

Market

Full Power Stations

Primary Affiliation

San Francisco, CA
Tampa, FL
Raleigh, NC
Portland, OR
Indianapolis, IN
NNashville, TN
NNew Haven, CT
Columbus, OH
Spartanburg, SC
Austin, TX
Portsmouth, VA
Harrisburg, PA
Grand Rapids, MI
Birmingham, AL
Albuquerque, NM
Providence, RI
Buffalo, NY
Richmond, VA
Albany, NY
Mobile, AL
Knoxville, TN
Dayton, OH
Honolulu, HI
Wichita, KS
Colorado Springs, CO
Savannah, GA
Charleston, SC
Jackson, MS
Tri-Cities, TN-VA
Greenville, NC
Florence, SC
Sioux Falls, SD
Ft. Wayne, IN
Augusta, GA
Lansing, MI
Springfield, MA
Youngstown, OH
Lafayette, LA
Columbus, GA
Topeka, KS
Hattiesburg, MS
Rapid City, SD

Austin, TX
Alburquerque, NM
Providence, RI
Albany, NY
yDayton, OH
Lansing, MI
Youngstown, OH
Topeka, KS

KRON
WFLA, WTTA
WNCN
KOIN
WISH, WNDY
WKRN
WTNH, WCTX
WCMH
WSPA, WYCW
KXAN, KBVO
WAVY, WVBT
WHTM
WOOD, WOTV
WIAT
KRQE, KREZ, KBIM
WPRI
WIVB, WNLO
WRIC
WTEN, WCDC
WKRG, WFNA
WATE
WDTN
KHON, KHAW, KAII
KSNW, KSNC, KSNG, KSNK
KXRM
WSAV
WCBD
WJTV
WJHL
WNCT
WBTW
KELO, KDLO, KPLO
WANE
WJBF
WLNS
WWLP
WKBN
KLFY
WRBL
KSNT
WHLT
KCLO

KNVA
KASY, KRWB, KWBQ
WNAC
WXXA
WBDT
WLAJ
WYTV
KTKA

MNTV
NNBC, MNTV
CBS
CBS
The CW, MNTV
ABC
ABC, MNTV
NNBC
CBS, The CW
NNBC, MNTV
NNBC, FOX
ABC
NNBC, ABC
CBS
CBS
CBS
CBS, The CW
ABC
ABC, ABC
CBS, The CW
ABC
NNBC
FOX, FOX, FOX
NNBC
FOX
NNBC
NNBC
CBS
CBS
CBS
CBS
CBS
CBS
ABC
CBS
NNBC
CBS
CBS
CBS
NNBC
CBS
CBS

The CW
MNTV, The CW, The CW
FOX
FOX
NNBC
ABC
ABC
ABC

As of the merger closing date, we became the primary beneficiary of variable interests in Shield, Tamer Media, LLC (Tamer),
Vaughan Media, LLC (Vaughan), WNAC, LLC and 54 Broadcasting, Inc. (54 Broadcasting) and have consolidated these entities,
including the stations they own. Refer to Item 1, Business Relationship with VIEs for additional information.

Other Acquisitions Completed in 2017

On January 31, 2017, we completed the acquisition of three CBS affiliated and one NBC affiliated full power television stations

from West Virginia Media Holdings, LLC (WVMH) forff
closing), we paid $65.0 million to the sellers, including the $6.5 million deposit paid upon signing the purchase agreement in
November 2015. These payments were funded through a combination of cash on hand and borrowings under our revolving credit
facility. On January 31, 2017 (second closing), we paid the remaining purchase price of $65.0 million, funded by cash on hand. We
provided programming and sales and other services to the WVMH stations until the completion of our acquisition on January 31,
2017.

a cash purchase price of $130.1 million. Through January 4, 2016 (first

On March 31, 2017, Mission completed its acquisition of Parker Broadcasting of Colorado, LLC (Parker), the owner of
television station KFQX, for a cash purchase price of $4.0 million. KFQX is the FOX affiliate in the Grand Junction, Colorado market.
In connection with this transaction, Mission paid $3.2 million deposit upon signing the purchase agreement on June 13, 2014 and paid
the remaining $0.8 million on March 31, 2017, both of which were funded by cash on hand. We previously provided sales and other
services to Parker under a time brokerage agreement. We continue to perform these services through the same time brokerage
agreement under Missions ownership of Parker.

On October 2, 2017, we completed our acquisition of certain assets of WLWC, a CW affiliated full power television station in

the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, funded by cash on hand.

Subsequent Acquisition

On January 16, 2018, we completed our previously announced acquisition of the outstanding equity of LKQD Technologies, Inc.

an initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a

(LKQD) forff
combination of cash on hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive
up to a maximum of $35.0 million in cash payments if certain performance targets are met during

the calendar year 2019.

Subsequent Debt Prepayment

On February 1, 2018, we prepaid $20.0 million of the outstanding principal balance under our Term Loan B, funded

by cash on

hand.

On February 16, 2018, we repaid $20.0 million of the outstanding principal balance under our revolving credit facility, funded

by cash on hand.

Operating Strategy

We seek to generate revenue and broadcast cash flow growth through the following strategies:

Develop Leading Local Franchises.

Each of the stations that we own, operate, program, or provide sales and other services to
creates a highly recognizable local brand, primarily through the quality of local news programming and community presence. Based
on internally generated analysis, we believe that in over 76.0% of our markets in which we produce local newscasts, we rank among
the top two stations in local news viewership. Strong local news typically generates higher ratings among attractive demographic
profiles and enhances audience loyalty, which may result in higher ratings for programs both preceding and following the news. High
ratings and strong community identity make the stations that we own, operate, program, or provide sales and other services to more
attractive to local advertisers. For the year ended December 31, 2017, we earned approximately
spots aired during local news programming. Currently, our stations and the stations we provide services to that produce local
newscasts provide between 15 and 30 hours per week of local news programming. Extensive local sports coverage and active
sponsorship of community events further differentiate us fromff
local advertising appeal.

our competitors and strengthen our community relationships and our

35% of our advertising revenue from

Invest in Digital Media. We are focused on new technologies and growing our portfolio of digital products and services. Our
websites provide access to our local news and information, as well as community centric businesses and services. We delivered to
audiences across all of our web sites in 2017, with 219 million unique visitors, who utilized over 4.2 billion page views. Also in 2017,
our mobile platform accounted for 80% of our overall page views by year end. We also launched redesigned web sites, ready for the
emerging touch oriented platforms. We have also invested in additional digital media product lines, including digital publishing and
content management platforms, a digital video advertising platform, a social media advertising platform, and other digital media
solutions. We are committed to serving our local markets by providing local content to both online and mobile users wherever and
whenever they want.

Emphasize Local Sales. We employ a high-quality local sales force in each of our markets to increase revenue from local

advertisers by capitalizing on our investment in local programming and community websites. We believe that local advertising is
attractive because our sales force is more effective with local advertisers, giving us a greater ability to influence this revenue source.
Additionally, local advertising has historically been a more stable source of revenue than national advertising for television
broadcasters. For the year ended December 31, 2017, revenue generated from local advertising represented 71.9% of our consolidated
spot revenue (total of local and national advertising revenue, excluding political advertising revenue). In most of our markets, we have
increased the size and quality of our local sales force. We also invest in our sales efforts by implementing comprehensive training
programs and employing a sophisticated inventory tracking system to help maximize advertising rates and the amount of inventory
sold in each time period.

Operate Duopoly Markets. Owning or providing services to more than one station in a given market enables us to broaden our

audience share, enhance our revenue share and achieve significant operating efficiencies. Duopoly markets broaden audience share by
providing programming from multiple networks with different targeted demographics. These markets increase revenue share by
capitalizing on multiple sales forces. Additionally, we achieve significant operating efficiencies by consolidating physical facilities,
eliminating redundant management and leveraging capital expenditures between stations. We derived approximately 61.9% of our net
revenue, excluding trade and barter revenue, for the year ended December 31, 2017 from our duopoly markets.

Maintain Strict Cost Controls. We emphasize strict controls on operating and programming costs in order to increase broadcast
cash flow. We continually seek to identify and implement cost savings at each of our stations and the stations we provide services to
and our overall size benefits each station with respect to negotiating favorable terms with programming suppliers and other vendors.
By leveraging our size and corporate management expertise, we are able to achieve economies of scale by providing programming,
financial, sales and marketing support to our stations and the stations we provide services to.

Capitalize on Diverse Network

Affiliations. We currently own, operate, program or provide sales and other services to a

balanced portfolio of television stations with diverse network affiliations, including ABC, NBC, CBS and FOX affiliated stations
which represented approximately 19%, 27%, 31% and 12%, respectively, of our 2017 combined local, national and political revenue.
The networks provide these stations with quality programming and numerous sporting events such as NBA basketball, Major League
baseball, NFL football, NCAA sports, PGA golf and the Olympic Games. Because network programming and ratings change
frequently, the diversity of our station portfolios network affiliations reduces our reliance on the quality of programming from a
single network.

Attract and Retain High Quality Management. We seek to attract and retain station general managers with proven track records
in larger television markets by providing equity incentives not typically offered by other station operators in our markets. Most of our
station general managers have been granted restricted stock units and stock options and have an average of over 20 years of
experience in the television broadcasting industry.

Acquisition Strategy

We selectively pursue acquisitions of television stations where we believe we can improve revenue and cash flow through active

management. When considering an acquisition, we evaluate the target audience share, revenue share, overall cost structure and
proximity to our regional clusters. Additionally, we seek to acquire or enter into local service agreements with stations to create
duopoly markets. We selectively pursue acquisitions of digital properties that leverage our capabilities particularly in video delivery
technology and platforms and with a focus
achieve effective marketing campaigns.

on assisting small and medium-sized business effectively reach targeted consumers and

Relationship with VIEs

Through various local service agreements as of December 31, 2017, we provided sales, programming and other services to 35

full power television stations owned by consolidated VIEs and one full power television station owned by a VIE which is not
consolidated. As of December 31, 2017, all of the VIEs and their stations are 100% owned by independent third parties. In compliance
with FCC regulations for all the parties, the VIEs maintain complete responsibility for and control over programming, finances,
personnel and operations of their stations. However, for the consolidated VIEs, 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 the consolidated VIEs stations, (2)
Nexstars guarantee of the obligations incurred under Missions, Marshall Broadcasting Group, Inc.s (Marshall) and Shields senior
secured credit facilities, (3) Nexstar having power over significant activities affecting the consolidated VIEs economic performance,
including budgeting for advertising revenue, advertising sales and, for Mission, White Knight Broadcasting (White Knight), Shield,
Vaughan, WNAC, LLC and 54 Broadcasting, hiring and firing of sales force
personnel and (4) purchase options granted by Mission,
White Knight, Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting that permit Nexstar to acquire the assets and assume the
liabilities of each these VIEs stations at any time, subject to FCC consent. These purchase options are freely exercisable or assignable
by Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2018 and 2027. We
expect to renew these option agreements upon expiration. Therefore, these VIEs are consolidated into these financial statements.

The Stations

The following chart sets forth general information about the television stations (full power, low power and multicast channels)

we currently own, operate, program or provide sales and other services to:

Market

Full
Power
Stations
DC(2)/Hagerstown, MD WDVM
San Francisco, CA
Phoenix, AZ
Tampa, FL

Market
Rank(1)
6
8
11
13

22
Portland, OR
25 Raleigh, NC
27 NNashville, TN
28

Indianapolis, IN

Salt Lake City, UT

32 NNew Haven, CT

34 Columbus, OH
38

Spartanburg, SC

39 Austin, TX

Las Vegas, NV

40
43 Grand Rapids, MI

44 Birmingham, AL
45 Harrisburg, PA
46 Albuquerque, NM

Portsmouth, VA

50 Memphis, TN

Providence, RI

53 Buffalo, NY

Fresno, CA

55 Richmond, VA
57 Wilkes Barre, PA

Little Rock, AR

59 Mobile, AL

60 Albany, NY

61 Knoxville, TN

KRON(20)
KASW
WFLA(20)
WTTA(20)
KOIN(20)
WNCN(20)
WKRN(20)
WISH(20)
WNDY(20)
KTVX
KUCW

WTNH(20)
WCTX(20)
WCMH(20)
WSPA(20)
WYCW(20)
KXAN(20)
KBVO(20)
KNVA(20)

KLAS
WOOD(20)
WOTV(20)

WIAT(20)
WHTM(20)
KRQE(20)
KREZ(20)
KBIM(20)
KASY(20)
KRWB(20)
KWBQ(20)
WAVY(20)
WVBT(20)
WATN
WLMT
WPRI(20)
WNAC(20)
WIVB(20)
WNLO(20)
KSEE
KGPE
WRIC(20)
WBRE
WYOU
KARK
KARZ
KLRT
KASN
WKRG(20)
WFNA(20)
WTEN(20)
WCDC(20)
WXXA(20)
WATE(20)

Primary
Affiliation
Independent
MNTV
The CW
NBC
MNTV
CBS
CBS
ABC
The CW
MNTV
ABC
The CW

ABC
MNTV
NBC
CBS
The CW
NBC
MNTV
The CW

CBS
NBC
ABC

CBS
ABC
CBS
CBS
CBS
MNTV
The CW
The CW
NBC
FOX
ABC
The CW
CBS
FOX
CBS
The CW
NBC
CBS
ABC
NBC
CBS
NBC
MNTV
FOX
The CW
CBS
The CW
ABC
ABC
FOX
ABC

Low Power Stations
/ Multicast Channels
WDVM-D2, D3
KRON-D2, D3
KASW-D2, D3, D4
WFLA-D2
WTTA-D2
KOIN-D2, D3
WNCN-D2, D3
WKRN-D2, D3
WISH-D2, D3
WNDY-D2
KTVX-D2, D3
KUCW-D2, D3, D4
KUWB-LD
WTNH-D2
WCTX-D2, D3
WCMH-D2, D3
WSPA-D2, D3
WYCW-D2, D3
KXAN-D2, D3

Other
Affiliation
Grit, Escape
Sky Link TV, getTV
Decades, Grit, Escape
MeTV
CoziTV
getTV, Decades
AntennaTV, Justice
MeTV, Justice
getTV, Justice
Bounce
Me-TV, Laff
Movies!,Grit, Escape
CMT
Bounce
Grit, Justice
MeTV, ION
MeTV, ION
CBS, getTV
Cozi TV, ION

KNVA-D2, D3
KHPB-CD
KLAS-D2, D3
WOOD-D2, D3
WOTV-D2, D3, D4
WXSP-CD, D2, D3
WIAT-D2, D3
WHTM-D2, D3
KRQE-D2
KREZ-D2
KBIM-D2
KASY-D2, D3
KRWB-D2, D3, D4
KWBQ-D2, D3, D4
WAVY-D2, D3

Grit, Laff
The CW
MeTV, Movies
Bounce, Laff
GetTV, Grit, Weather
MNTV, CoziTV, Escape
Untamed Sports, Justice
ION, getTV
FOX
FOX
FOX
Escape, getTV
Grit, Laff, ION
Grit, Laff, ION
Bounce, getTV

Laff
MeTV
Bounce, getTV
MNTV, Laff
Bounce

Bounce, Grit
Escape, LATV
ION, getTV
Laff, Grit
Escape, Bounce
Laff
Bounce
Escape

ION, MeTV
Bounce, Justice
getTV, Justice
getTV, Justice
Capital Betting, Laff
getTV, Laff

WATN-D2
WLMT-D2
WPRI-D2, D3
WNAC-D2, D3
WNLO-D2

KSEE-D2, D3
KGPE-D2, D3
WRIC-D2, D3
WBRE-D2, D3
WYOU-D2, D3
KARK-D2
KARZ-D2
KLRT-D2

WKRG-D2, D3
WFNA-D2, D3
WTEN-D2, D3
WCDC-D2, D3
WXXA-D2, D3
WATE-D2, D3

Status(2)
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA(13)
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O(21)
O&O(21)
LSA(11)
LSA(11)
LSA(11)
O&O
O&O
O&O
O&O
O&O
LSA(14)
O&O
O&O
O&O
O&O
O&O
O&O
LSA(6)
O&O
O&O
LSA(6)
LSA(6)
O&O
O&O
O&O
O&O
LSA(10)
O&O

Commercial
Stations in
Market(3)
(4)

17
14
11

8
9
7
9

5
6

9
6

9
6
16

5
7

FCC License
Expiration
Date(5)
10/1/2020
12/1/2022
10/1/2022
2/1/2021
2/1/2021
2/1/2023
12/1/2020
8/1/2021
8/1/2021
8/1/2021
10/1/2022
10/1/2022
10/1/2022
4/1/2023
4/1/2023
10/1/2021
12/1/2020
12/1/2020
8/1/2022
8/1/2022
8/1/2022
8/1/2022
10/1/2022
10/1/2021
10/1/2021
10/1/2021
4/1/2021
8/1/2023
10/1/2022
4/1/2022
10/1/2022
10/1/2022
4/1/2021
10/1/2022
10/1/2020
10/1/2020
8/1/2021
8/1/2021
4/1/2023
4/1/2023
6/1/2023
6/1/2023
12/1/2022
12/1/2022
10/1/2020
8/1/2023
8/1/2023
(5)

6/1/2021
6/1/2021
6/1/2021
4/1/2021
4/1/2021
6/1/2023
4/1/2023

8/1/2021

Market
Rank(1)

Market

64 Dayton, OH

66 Honolulu, HI

67 Wichita, KS

68 Des Moines, IA

69 Green Bay, WI
70 Roanoke, VA

73 Charleston, WV
Springfield, MO
75

76 Rochester, NY
80 Huntsville, AL
Shreveport, LA
83

84 Brownsville, TX
85
Syracuse, NY
86 Waco-Bryan, TX

87 Colorado Springs, CO

88 Champaign, IL

90
Savannah, GA
92 Charleston, SC
93
El Paso, TX
94 Baton Rouge, LA

Jackson, MS

95
97 Burlington, VT

Fayetteville, AR

Tri-Cities, TN-VA

99
100 Greenville, NC
101 Florence, SC
102 Quad Cities, IL

103 Evansville, IN

107 Altoona, PA
109 Tyler-Longview, TX

110 Sioux Falls, SD

111 Ft. Wayne, IN
112 Augusta, GA

Full
Power
Stations
WDTN(20)
WBDT(20)
KHON(20)
KHAW(20)
KAII(20)
KSNW(20)
KSNC(20)
KSNG(20)
KSNK(20)
WOI
KCWI
WFRV
WFXR
WWCW
WOWK
KOLR
KOZL
WROC
WZDX
KTAL
KMSS
KSHV
KVEO
WSYR
KWKT
KYLE
KXRM(20)

WCIX
WCIA
WSAV(20)
WCBD(20)
KTSM
WGMB
WVLA

WJTV(20)
WFFF
WVNY
KFTA
KNWA
WJHL(20)
WNCT(20)
WBTW(20)
KLJB
KGCW
WHBF
WEHT
WTVW
WTAJ
KETK
KFXK

KELO(20)
KDLO(20)
KPLO(20)
WANE(20)
WJBF(20)

Primary
Affiliation
NBC
The CW
FOX
FOX
FOX
NBC
NBC
NBC
NBC
ABC
The CW
CBS
FOX
The CW
CBS
CBS
MNTV
CBS
FOX
NBC
FOX
MNTV
NBC
ABC
FOX
MNTV
FOX

MNTV
CBS
NBC
NBC
NBC
FOX
NBC

CBS
FOX
ABC
FOX
NBC
CBS
CBS
CBS
FOX
The CW
CBS
ABC
The CW
CBS
NBC
FOX

CBS
CBS
CBS
CBS
ABC

Laff

KTAL-D2

Other
Affiliation
Escape, Justice
Bounce, ION
The CW, getTV

Low Power Stations
/ Multicast Channels
WDTN-D2, D3
WBDT-D2, D3
KHON-D2, D3

Telemundo, ION, Justice
KSNW-D2, D3, D4
Telemundo
KSNC-D2
Telemundo
KSNG-D2
Telemundo
KSNK-D2
Laff
WOI-D2
Escape, Bounce
KCWI-D2, D3
Bounce
WFRV-D2
The CW, Bounce, Escapea
WFXR-D2, D3, D4
FOX, Laff, Grit
WWCW-D2, D3, D4
Escape, Laff
WOWK-D2, D3
Laff, Grit
KOLR-D2, D3
Escape, Bounce
KOZL-D2, D3
WROC-D2, D3, D4
Bounce, Laff, Escape
WZDX-D2, D3, D4 MNTV, MeTV, Escape

Status(2)
O&O
LSA(12)
O&O
O&O(22)
O&O(22)
O&O
O&O(23)
O&O(23)
O&O(23)
O&O
O&O
O&O
O&O
O&O
O&O(19)
LSA(6)
O&O
O&O
O&O
O&O
LSA(8)
LSA(9)
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA(9)
O&O
O&O
WJTV-D2, D3, D4 The CW, ION, AntennaTV O&O
O&O
LSA(6)
O&O
O&O
O&O
O&O
WBTW-D2, D3, D4 MNTV, Ion, AntennaTV O&O
LSA(8)
O&O
O&O
O&O
LSA(6)
O&O
O&O
LSA(9)
LSA(9)
O&O
O&O(24)
O&O(24)
O&O
O&O

Escape
Estrella, Escape, Grit
MeTV, Bounce, Laff
MNTV, Estrella, Bounce
FOX, Estrella, Laff
The CW, ION
The CW, Mundo Max
CBS, Escape, Laff
MNTV, Bounce, Grit
The CW, MeTV
The CW, ION
Estrella, Escape, Laff
The CW
Laff
The CW
IND

KSHV-D2
KVEO-D2, D3, D4
WSYR-D2, D3, D4
KWKT-D2, D3, D4
KYLE-D2, D3, D4
KXRM-D2, D3
KXTU-LD, D2
WCIX-D2, D3, D4
WCIA-D2, D3, D4
WSAV-D2, D3
WCBD-D2, D3
KTSM-D2, D3, D4
WGMB-D2
WVLA-D2
WBRL-CD
KZUP-CD

MeTV
ThisTV, Laff, Bounce
The CW, Grit, Escape
Laff
Bounce, Escape
Escape, Laff
Grit
MNTV, Escape, Laff
MNTV
MNTV, ION
MNTV, ION
MNTV, ION
AntennaTV, ION
MeTV, ION

KLJB-D2
KGCW-D2, D3, D4
WHBF-D2, D3, D4
WEHT-D2
WTVW-D2, D3
WTAJ-D2, D3
KETK-D2
KFXK-D2, D3, D4
KTPN-LD
KELO-D2, D3
KDLO-D2, D3
KPLO-D2, D3
WANE-D2, D3
WJBF-D2, D3

Escape, Bounce
Laff, Grit
NBC, Escape, Bounce
FOX, Laff, Grit
ABC
The CW, getTV

WFFF-D2, D3
WVNY-D2, D3
KFTA-D2, D3, D4
KNWA-D2, D3, D4
WJHL-D2
WNCT-D2, D3

Commercial
Stations in
Market(3)
5

6
7

6
4

4
5
6

11
6
6

5
5
10
4

5
7

4
6
5
5

4
5

4
3

FCC License
Expiration
Date(5)
10/1/2021
10/1/2021
2/1/2023
2/1/2023
2/1/2023
6/1/2022
6/1/2022
6/1/2022
6/1/2022
2/1/2022
2/1/2022
12/1/2021
10/1/2020
10/1/2020
10/1/2020
2/1/2022
2/1/2022
4/1/2021
4/1/2021
8/1/2022
6/1/2021
6/1/2021
8/1/2022
6/1/2023
8/1/2022
8/1/2022
4/1/2022

12/1/2021
12/1/2021
4/1/2021
12/1/2020
8/1/2022
6/1/2021
6/1/2021
6/1/2021
6/1/2021
6/1/2021
4/1/2023
4/1/2023
6/1/2021
6/1/2021
8/1/2021
12/1/2020
12/1/2020
12/1/2021
12/1/2021
12/1/2021
8/1/2021
8/1/2021
8/1/2023
8/1/2022
8/1/2022
8/1/2022
4/1/2022
4/1/2022
4/1/2022
8/1/2021
4/1/2021

Market
Rank(1)

Market

115 Lansing, MI

116 Springfield, MA
117 Youngstown, OH

121 Lafayette, LA
122 Peoria, IL

126 Bakersfield, CA

127 Columbus, GA
129 La Crosse, WI

131 Amarillo, TX

137 Monroe, AR

138 Rockford, IL

139 Topeka, KS

141 Minot-Bismarck, ND

144 Midland, TX

145 Lubbock, TX

148 Sioux City, IA
149 Wichita Falls, TX

150 Erie, PA

151 Panama City, FL
Joplin, MO
152

155 Terre Haute, IN

158 Wheeling, WV
161 Binghamton, NY

163 Beckley, WV
165 Abilene, TX

167 Billings, MT

168 Hattiesburg, MS
169 Clarksburg, WV
170 Rapid City, SD
171 Utica, NY

Full
Power
Stations
WLNS(20)
WLAJ(20)
WWLP(20)
WKBN(20)
WYTV(20)

KLFY(20)
WMBD
WYZZ
KGET

WRBL(20)
WLAX
WEUX

KAMR
KCIT

KARD
KTVE
WQRF
WTVO
KSNT(20)
KTKA

KXMA
KXMB
KXMC
KXMD
KMID
KPEJ
KLBK
KAMC
KCAU
KFDX
KJTL

WJET
WFXP
WMBB
KSNF
KODE
WTWO
WAWV
WTRF
WIVT

WVNS
KTAB
KRBC
KSVI
KHMT
WHLT(20)
WBOY
KCLO(20)
WFXV
WUTR

173 Dothan, AL

WDHN

Primary
Affiliation
CBS
ABC
NBC
CBS
ABC

CBS
CBS
FOX
NBC

CBS
FOX
FOX

NBC
FOX

FOX
NBC
FOX
ABC
NBC
ABC

The CW
CBS
CBS
CBS
ABC
FOX
CBS
ABC
ABC
NBC
FOX

ABC
FOX
ABC
NBC
ABC
NBC
ABC
CBS
ABC

CBS
CBS
NBC
ABC
FOX
CBS
NBC
CBS
FOX
ABC

ABC

Low Power Stations
/ Multicast Channels
WLNS-D2, D3
WLAJ-D2, D3
WWLP-D2, D3
WKBN-D2, D3
WYTV- D2, D3
WYFX-LD, D2, D3
KLFY-D2, D3
WMBD-D2, D3, D4

Other
Affiliation
getTV, ION
The CW, Justice
The CW, ION
FOX, ION
MNTV, Bounce
FOX, getTV, Laff
getTV, ION
Bounce, Laff, Escape

KGET-D2, D3, D4
KKEY-LP
WRBL-D2, D3
WLAX-D2, D3, D4
WEUX(13)-D2, D3,
D4
KAMR-D2, D3
KCIT-D2, D3, D4
KCPN-LP
KARD-D2, D3
KTVE-D2, D3, D4
WQRF-D2, D3
WTVO-D2, D3, D4
KSNT-D2, D3
KTKA-D2, D3
KTMJ-CD, D2, D3
KXMA-D2, D3, D4
KXMB-D2, D3, D4
KXMC-D2, D3, D4
KXMD-D2, D3, D4
KMID-D2, D3, D4
KPEJ-D2
KLBK-D2
KAMC-D2, D3
KCAU-D2, D3, D4
KFDX-D2, D3
KJTL-D2, D3, D4
KJBO-LP
WJET-D2, D3
WFXP-D2, D3
WMBB-D2, D3, D4
KSNF-D2, D3
KODE-D2, D3
WTWO-D2, D3
WAWV-D2, D3

The CW, Telemundo, Laff
Telemundo
MeTV, ION
MeTV, Laff, Grit
MeTV, Escape, Bounce

MNTV, Laff
Grit, Escape, Bounce
MNTV
Bounce, Grit
FOX, Laff, Escape
Bounce, Escape
MNTV, Laff, Grit
FOX, ION
getTV, The CW
FOX, Escape, Justice
CBS, Laff, Escape
The CW, Laff, Escape
The CW, Laff, Escape
The CW, Laff, Escape
Laff, Escape, Grit
Estrella
Laff
Escape, Bounce
Escape, Laff, Bounce
MNTV, Laff
Grit, Bounce, Escape
MNTV
Laff, Escape
Grit, Bounce
MeTV, Laff, Escape
Laff, Escape
Grit, Bounce
Laff, Escape
Grit, Bounce

WTRF-D2, D3, D4 MNTV, ABC, Escape
WIVT-D2, D3, D4
WBGH-CD
WVNS-D2
KTAB-D2, D3
KRBC-D2, D3, D4
KSVI-D2, D3
KHMT-D2, D3
WHLT-D2, D3
WBOY-D2, D3, D4
KCLO-D2, D3
WFXV-D2, D3
WUTR-D2, D3, D4
WPNY-LP
WDHN-D2, D3

NBC, Laff, Escape
NBC
FOX
Telemundo, Escape
Grit, Laff, Bounce
Escape, Bounce
Grit, Laff
The CW, ION
ABC, Escape, Laff
The CW, ION
Escape, Laff
MNTV, Grit, Bounce
MNTV
Escape, Laff

Status(2)
O&O
LSA(10)
O&O
O&O
LSA(12)
O&O
O&O
O&O
LSA(15)
O&O
O&O
O&O
O&O
O&O(18)

O&O
LSA(6)
LSA(6)
O&O
LSA(6)
O&O
LSA(6)
O&O
LSA(12)
O&O
O&O
O&O(17)
O&O
O&O(17)
O&O
LSA(8)
O&O
LSA(6)
O&O
O&O
LSA(6)
LSA(6)
O&O
LSA(6)
O&O
O&O
LSA(6)
O&O
LSA(6)
O&O(19)
O&O
O&O
O&O(19)
O&O
LSA(6)
O&O
LSA(6)
O&O
O&O(19)
O&O
O&O
LSA(6)
O&O
O&O

Commercial
Stations in
Market(3)
4

2
3

4
5

5
6

4
4

2
3

3
4

2
3
7
3

FCC License
Expiration
Date(5)
10/1/2021
10/1/2021
4/1/2023
10/1/2021
10/1/2021

6/1/2021
12/1/2021
12/1/2021
12/1/2022
12/1/2022
4/1/2021
12/1/2021
12/1/2021

8/1/2022
8/1/2022
8/1/2022
6/1/2021
6/1/2021
12/1/2021
12/1/2021
6/1/2022

4/1/2022
4/1/2022
4/1/2022
4/1/2022
8/1/2022
8/1/2022
8/1/2022
8/1/2022
2/1/2022
(5)

8/1/2022
8/1/2022
8/1/2023
8/1/2023
2/1/2021
2/1/2022
2/1/2022
8/1/2021
8/1/2021
10/1/2020
6/1/2023
6/1/2023
10/1/2020
8/1/2022
8/1/2022
4/1/2022
4/1/2022
6/1/2021
10/1/2020
4/1/2022
6/1/2023
6/1/2023
(5)

4/1/2021

Market
Rank(1)

Market

176 Elmira, NY
177
Jackson, TN
178 Alexandria, LA
179 Watertown, NY
180 Marquette, MI
187 Grand Junction, CO

196 San Angelo, TX

Full
Power
Stations
WETM
WJKT
WNTZ
WWTI
WJMN
KREX
KREY
KFQX

KLST
KSAN

Primary
Affiliation
NBC
FOX
FOX
ABC
CBS
CBS
CBS
FOX

CBS
NBC

Low Power Stations
/ Multicast Channels
WETM-D2, D3, D4
WJKT-D2, D3, D4
WNTZ-D2, D3, D4
WWTI-D2, D3, D4
WJMN-D2, D3, D4
KREX-D2, D3, D4

Other
Affiliation
IND, Laff, Escape
Escape, Laff, Grit
Bounce, Escape, Laff
The CW, Laff, Escape
Escape, Laff, Bounce
Laff, MNTV, Bounce

KFQX-D2, D3, D4
KGJT-CD
KLST-D2, D3
KSAN-D2, D3

CBS, Escape, Grit
MNTV
Escape, Grit
Laff, Bounce

Commercial
Stations in
Market(3)
3
2
4
2
5
5

FCC License
Expiration
Date(5)
6/1/2023
8/1/2021
6/1/2021
6/1/2023
10/1/2021
4/1/2022
4/1/2022
4/1/2022
4/1/2022
8/1/2022
8/1/2022

Status(2)
O&O
O&O
O&O
O&O
O&O
O&O
O&O(16)
LSA(6)(7)
O&O
O&O
LSA(6)

(1) Market rank refers to ranking the size of the Designated Market Area (DMA) in which the station is located in relation to other DMAs. Source:

(2)

(3)

(4)

(5)

Market Report 2017 4th Edition, as published by BIA Financial Network, Inc.

power television broadcast station and excludes non-commercial stations and religious stations, cable

Investing in Television
O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we
provide services utilizing our employees to a station owned and operated by an independent third-party. Local service agreements include time
brokerage agreements, shared services agreements, joint sales agreements, local marketing agreements and outsourcing agreements. For further
information regarding the LSAs to which we are party, see Note 2 to our Consolidated Financial Statements in Part IV, Item 15 of this Annual Report
on Form 10-K.
The term commercial station means a full
program services or networks. Source: Investing in Television Market Report 2017 4th Edition, as published by BIA Financial Network, Inc.
Although WDVM is located within the Washington, DC DMA, its signal does not reach the entire Washington, DC metropolitan area. WDVM serves
the Hagerstown, MD sub-market within the DMA. WDVM is the only commercial station licensed in the city of Hagerstown.
Application for renewal of license was submitted timely to the FCC. Under the FCCs rules,
pending review of and action on the renewal application by the FCC.
These stations are owned by Mission.
On March 31, 2017, Mission completed the acquisition of Parker Broadcasting of Colorado, LLC, the owner of KFQX.
These stations are owned by Marshall.
These stations are owned by White Knight.

(6)
(7)
(8)
(9)
(10) These stations are owned by Shield.
(11) These stations are owned by Tamer.
(12) These stations are owned by Vaughan.
(13) KNVA is owned by 54 Broadcasting.
(14) WNAC is owned by WNAC, LLC.
(15) WYZZ is owned by Cunningham Broadcasting Corporation.
(16) KREY operate as satellite stations of KREX.
(17) KXMB and KXMD operate as satellite stations of KXMC. In June 2016, KXMA became an affiliate of The CW (previously affiliated with CBS).
(18) WEUX operates as a satellite station of WLAX.
(19) On January 4, 2016, we completed the first closing and acquired the West Virginia stations assets, except certain transmission equipment, the FCC

the license expiration date is automatically extended

licenses and network affiliation agreements. On January 31, 2017, we completed the second and final closing of this acquisition and became the owner
of the stations. Refer to Item 1, BusinessRecent Acquisitions for additional information.

(20) These full power television stations and any related low power stations or multicast channels were acquired or consolidated through our merger with

Media General. Refer to Item 1, Business Recent Acquisitions for additional information.

(21) KREZ and KBIM operate as satellite stations of KRQE.
(22) KHAW and KAII operate as satellite stations of KHON.
(23) KSNC, KSNG and KSNK operate as satellite stations of KSNW.
(24) KDLO and KPLO operate as satellite stations of KELO.

Industry Background

Commercial television broadcasting began in the United States on a regular basis in the 1940s. A limited number of channels are

available for over-the-air broadcasting in any one geographic area and a license to operate a television station must be granted by the
FCC. All television stations in the country are grouped by The Nielsen Company, LLC, a national audience measuring service, into
210 generally recognized television markets, known as designated market areas (DMAs) that are ranked in size according to various
metrics based upon actual
home-market commercial stations receive the greatest percentage of total viewing hours. Nielsen publishes data on estimated
audiences for the television stations in each DMA on a quarterly basis. The estimates are expressed in terms of a rating, which is a
stations percentage of the total potential audience in the market, or a share, which is the stations percentage of the audience
actually watching television. A stations rating in the market can be a fact

or potential audience. Each DMA is an exclusive geographic area consisting of all counties in which the

or in determining advertising rates.

Most television stations are affiliated with networks and receive a significant part of their programming, including prime-time

hours, from networks. Whether or not a station is affiliated with one of the four major networks (NBC, CBS, FOX or ABC) has a
significant impact on the composition of the stations revenue, expenses and operations. Network programming is provided to the
affiliate by the network in exchange for the payment to the network of affiliation fees and the networks retention of a substantial
network programs. The network then sells this advertising time and retains the revenue. The
majority of the advertising time during
affiliate retains the revenue from the remaining advertising time it sells during network programs and from advertising time it sells
during non-network programs.

Broadcast television stations compete for advertising revenue primarily with other commercial broadcast television stations,

cable and satellite television systems, Google, Facebook and other online media, newspapers and radio stations serving the same
market. Non-commercial, religious and Spanish-language broadcasting stations in many markets also compete with commercial
stations for viewers. In addition, the Internet and other leisure activities may draw viewers away from commercial television stations.

Advertising Sales

General

Television station revenue is primarily derived from the sale of local and national advertising. All network-affiliated stations are

required to carry advertising sold by their networks which reduces the amount of advertising time available forff
stations sell the remaining advertising to be inserted in network programming and the advertising in non-network programming,
retaining all of the revenue received from these sales. A national syndicated program distributor will often retain a portion of the
available advertising time forff
programming. These programming arrangements are referred to as barter programming.

programming it supplies in exchange for no fees or reduced fees

charged to stations for such

sale by stations. Our

Advertisers wishing to reach a national audience usually purchase time directly from the networks or advertise nationwide on a

case-by-case basis. National advertisers who wish to reach a particular region or local audience often buy advertising time directly
from local stations through national advertising sales representative firms. Local businesses purchase advertising time directly fromff
the stations local sales staff.

Advertising rates are based upon a number of factors, including:

(cid:3)

a programs popularity among the viewers that an advertiser wishes to target;

the number of advertisers competing for the available time;

the size and the demographic composition of the market served by the station;

the availability of alternative advertising media in the market;

the effectiveness of the stations sales force;

development of projects, features and programs that tie advertiser messages to programming; and

the level of spending commitment made by the advertiser.

Advertising rates are also determined by a stations overall ability to attract viewers in its market area, as well as the stations
ability to attract viewers among particular demographic groups that an advertiser may be targeting. Advertising revenue is positively
affected by strong local economies. Conversely, declines in advertising budgets of advertisers, particularly in recessionary periods,
and, as a result, may contribute to a decrease in the revenue of broadcast television stations.
adversely affect the broadcast industry

Seasonality

Advertising revenue is positively affected by national and regional political election campaigns, and certain events such as the
Olympic Games or the Super Bowl. 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
presidential elections occur and advertising is aired during

even-numbered years when state, congressional and

d
the Olympic Games.

Local Sales

Local advertising time is sold by each stations local sales staff who call upon advertising agencies and local businesses, which
from

typically include car dealerships, retail stores and restaurants. Compared to revenue from national advertising accounts, revenuen
local advertising is generally more stable and more predictable. We seek to attract new advertisers to our television stations and
websites and to increase the amount of advertising time sold to existing local advertisers by relying on experienced local sales forces
ff
with strong community ties, producing news and other programming with local advertising appeal and sponsoring or co-promoting
local events and activities. We place a strong emphasis on the experience of our local sales staff and maintain an on-going training
program for sales personnel.

National Sales

National advertising time is sold through national sales representative firms which call upon advertising agencies, whose clients

typically include automobile manufacturers and dealer groups, telecommunications companies, fast food franchisers and national
retailers (some of which may advertise locally).

Compensation for Retransmission Consent

We receive compensation from cable, satellite and other MVPDs in our markets in return for our consent to the retransmission
of the signals of our television stations. The revenues primarily represent payments from the MVPDs and are typically based on the
number of subscribers they have. Our successful negotiations with MVPDs have created agreements that now produce meaningful
sustainable revenue streams.

Network Affiliations

Except for WDVM (independent station), all of the full power television stations that we own and operate, program or provide

sales and other services to as of December 31, 2017 are affilff iated with a network pursuant to an affiliation agreement. The agreements
with ABC, FOX, NBC and CBS are the most significant to our operations. The terms of these agreements expire as discussed below:

Network
Affiliations
ABC
FOX

NBC
CBS

Expiration Date

31 agreements expire in December 2022.
Of the 31 agreements, one(1) expired in December 2017 and has been extended pending renewal negotiations, and 30
expire in December 2019.
Of the 33 agreements, one expires in December 2018, 18 expire in December 2019 and 14 expire in December 2020.
Of the 46 agreements, one(2) expired in January 2018, two(2) expire in June 2018, nine expire in December 2018, 18
expire in August 2019, one expires in December 2019, one expires in February 2020, 10 expire in June 2020 and four
expire in December 2021.

(1) The affiliation agreement is owned by a station that we provide sales and other services. We do not consolidate this station in our financial

statements due to lack of controlling financial interest.

(2) An agreement in principal has been reached to renew these three affiliations and is pending final documentation.

Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the network

with which it is affiliated. In exchange, the network receives affiliation fees and has the right to sell a substantial majority ott
advertising time during

these broadcasts. We expect the network affiliation agreements listed above to be renewed upon expiration.

f the

Competition

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

competition for advertising.

Audience. We compete for audience share specifically on the basis of program popularity. The popularity of a stations

programming has a direct effect on the advertising rates it can charge its advertisers. A portion of the daily programming on the
stations that we own or provide services to is supplied by the network with which each station is affiliated. In those periods, the
stations are dependent upon the performance of the network programs in attracting viewers. Stations program non-network time
periods with a combination of self-produced news, public affairs and other entertainment programming, including movies and
syndicated programs. The major television networks have also begun to provide their programming directly to the consumer via
portable digital devices, such as tablets and cell phones, which present an additional source of competition for television broadcaster
audience share. Other sources of competition for audience include home entertainment systems (such as VCRs, DVDs and DVRs),
video-on-demand and pay-per-view, the Internet (including network distribution of programming through websites and mobile
platforms) and gaming devices.

Although the commercial television broadcast industry historically has been dominated by the ABC, NBC, CBS and FOX

television networks, other newer television networks and the growth in popularity of subscription systems, such as local cable and
direct broadcast satellite (DBS) systems and video streaming services, which air exclusive programming not otherwise available in a
market, have become significant competitors for the over-the-air television audience.

Programming. Competition for programming involves negotiating with national program distributors or syndicators that sell

first-run and rerun packages of programming. Stations compete against in-market broadcast station operators for exclusive access to
off-network reruns (such as Two and a HalfHH Men) and first-run product (such as Entertainment Tonight) in their respective markets.
Cable systems generally do not compete with local stations for programming, although various national cable networks from time to
time have acquired programs that would have otherwise been offered to local television stations. Time Warner, Inc., Comcast
Corporation, Viacom Inc., CBS Corporation, The News Corporation Limited and the Walt Disney Company each owns a television
network and multiple cable networks and also owns or controls major production studios, which are the primary sources of
programming for the networks. It is uncertain whether in the future such programming, which is generally subject to short-term
agreements between the studios and the networks, will be moved from or to the networks. Television broadcasters also compete for
non-network programming unique to the markets they serve. As such, stations strive to provide exclusive news stories and unique
features such as investigative reporting and coverage of community events and to secure broadcast rights forff
sporting events.

regional and local

Advertising. Stations compete for advertising revenue with other television stations in their respective markets and other

advertising media such as newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories,
direct mail, MVPDs and online media (e.g. Google, Facebook, etc.). Competition for advertising dollars in the broadcasting industry
occurs primarily within individual markets. Generally, a television broadcast station in a particular market does not compete with
stations in other market areas.

The broadcasting industry

is continually faced with technological change and innovation which increase the popularity of
competing entertainment and communications media. Further advances in technology may increase competition for household
audiences and advertisers. The increased use of digital technology by MVPDs, along with video compression techniques, will reduce
the bandwidth required forff
television signal transmission. These technological developments are applicable to all video deliveryrr
systems, including over-the-air broadcasting, and have the potential to provide vastly expanded programming to highly targeted
audiences. Reductions in the cost of creating additional channel capacity could lower entry barriers for new channels and encourage
the development of increasingly specialized niche programming. This ability to reach very narrowly defined audiences is expected
to alter the competitive dynamics for advertising expenditures. We are unable to predict the effff eff ct that these or other technological
changes will have on the broadcast television industry or on the future results of our operations or the operations of the stations to
which we provide services.

Federal Regulation

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the

Communications Act). The following is a brief discussion of certain (but not all) provisions of the Communications Act and the
FCCs regulations and policies that affect the business operations of television broadcast stations. Over the years, the U.S. Congress
and the FCC have added, amended and deleted statutory and regulatory requirements to which station owners are subject. Some of
these changes have a minimal business impact whereas others may significantly affect the business or operation of individual stations
or the broadcast industry as a whole. For more information about the nature and extent of FCC regulation of television broadcast
stations, you should refer to the Communications Act and the FCCs rules,

case precedent, public notices and policies.

License Grant and Renewal. The Communications Act prohibits the operation of broadcast stations except under licenses issued
by the FCC. Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application
to the FCC. The FCC is required to grant 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,
no other violations of the Communications Act or the FCCs rules
majority of renewal applications are routinely granted under this standard. If a licensee fails to meet this standard the FCC may still
grant renewal on terms and conditions that it deems appropriate, including a monetary forfeiture or renewal for a term less than the
normal eight-year period.

which, taken together, would constitute a pattern of abuse. A

and the licensee committed

After a renewal application is filff ed, interested parties, including members of the public, may file petitions to deny the

apa plication, to which the licensee/renewal applicant is entitled to respond. After reviewing the pleadings, if the FCC determines that
there is a substantial and material question of fact whether grant of the renewal application would serve the public interest, the FCC is
required to hold a hearing on the issues presented. If, after the hearing, the FCC determines that the renewal applicant has met the
renewal standard, the FCC will grant the renewal application. If the licensee/renewal applicant fails to meet the renewal standard or
show that there are mitigating factors entitling it to renewal subject to appropriate sanctions, the FCC can deny the renewal
application. In the vast majority of cases where a petition to deny is filed against a renewal application, the FCC ultimately grants the
renewal without a hearing. No competing application for authority to operate a station and replace the incumbent licensee may be filed
against a renewal application.

In addition to considering rule violations in connection with a license renewal application, the FCC may sanction a station
licensee for failing to observe FCC rules and policies during the license term, including the imposition of a monetary forfeiture.

Under the Communications Act, the term of a broadcast license is automatically extended during the pendency of the FCCs

processing of a timely renewal application.

Station Transfer. The Communications Act prohibits the assignment or the transfer of control of a broadcast license without

prior FCC approval.

Ownership Restrictions. The Communications Act limits the extent of non-U.S. ownership of companies that own U.S.
broadcast stations. Under this restriction, 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 further 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 of the Communications Act to require an affirmative public interest finding before indirect foreign
ownership of a broadcast licensee may exceed 25%. The FCC will entertain and authorize, on a case-by-case basis and upon a
sufficient public interest showing, proposals to exceed the 25% indirect foreign ownership limit in broadcast licensees. In September
2016, the FCC adopted rules to simplify and streamline the process for requesting authority to exceed the 25% indirect foreign
ownership limit and reformed the methodology that publicly traded broadcasters may use to assess their compliance with the foreign
ownership restrictions.

The FCC also has rules which establish limits on the ownership of broadcast stations. These ownership limits apply to
attributable interests in a station licensee held by an individual, corporation, partnership or other entity. In the case of corporations,
officers, directors and voting stock interests of 5% or more (20% or more in the case of certain passive investors, such as insurance
companies and bank trust departments) are considered attributable interests. For partnerships, all general partners and non-insulated
limited partners are attributable. Limited liability companies are treated the same as partnerships. The FCC also considers attributable
the holder of more than 33% of a licensees total assets (defined as total debt plus total equity), if that person or entity also provides
over 15% of the stations total weekly broadcast programming or has an attributable interest in another media entity in the same
market which is subject to the FCCs ownership rules. If a shareholder of Nexstar holds a voting stock interest of 5% or more (20% or
more in the case of certain passive investors, such as insurance companies and bank trust departments), we must report that
shareholder, its parent entities, and attributable individuals and entities of both, as attributable interest holders in Nexstar.

One of Nexstars directors currently serves on the board of directors of Urban One, Inc. (formerly Radio One, Inc.), which owns
and operates approximately 55 radio stations in 15 markets. The FCC considers the radio stations owned by Urban One, Inc. (formerly
Radio One, Inc.) as attributable to Nexstar due to this common director relationship.

Local Television Ownership (Duopoly Rule). Under the current local television ownership, or duopoly, rule, a single entity is

allowed to own or have attributable interests in two television stations in a market if (1) the two stations do not have overlapping
service areas, or (2) one of the combining stations is not ranked among the top four stations in the DMA, although the FCC will
consider showings that this top four prohibition should not apply in a given case. The duopoly rule also allows the FCC to consider
waivers to permit the ownership of a second station, where otherwise prohibited, where the second station has failed
unbuilt. The FCC reconfirmed that the duopoly rule continues to serve the public interest in its 2016 quadrennial review decision,
which generally retained the rule in the form in which it had existed since 1999. In November 2017, however, the FCC issued an
order reconsidering the 2016 decision and modifying the duopoly rule to (1) eliminate the eight voices test (whereby the rule had
previously required, in addition to the top four prohibition, that at least eight independently owned television stations remain in a
market after a proposed combination) and (2) permit case-by-case review of proposed top four combinations (while generally
retaining the top four prohibition). These modifications took effect on February 7, 2018. The modifications could allow Nexstar to
acquire a second television station in certain markets where ownership of two television stations was not previously permitted. The
November 2017 reconsideration order remains subject to a federal

or is failing or

court appeal.

The FCC attributes toward the local television ownership limits another in-market station when one station owner programs that
station pursuant to a time brokerage or local marketing agreement, if the programmer provides more than 15% of the second stations
weekly broadcast programming. However, local marketing agreements entered into prior to November 5, 1996 are exempt attributable
interests until the FCC determines otherwise. This grandfathering, when reviewed by the FCC, is subject to possible extension or
termination.

In August 2016 the FCC completed its most recent quadrennial media ownership review and reinstated a rulerr

that attributed
another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second
stations weekly advertising inventory under a JSA (this rule had been previously adopted but was vacated by the U.S. Court of
Appeals for the Third Circuit). Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under these
JSAs until September 30, 2025. However, in its November 2017 order reconsidering the August 2016 quadrennial review decision,
the FCC eliminated the JSA attribution rule in its entirety. This elimination took effecff
t on February 7, 2018. As a result of this rule
elimination, Nexstars existing JSAs with independently-owned television stations may remain in effect indefinitely, and Nexstar may
enter into new JSAs without violating FCC regulations. The November 2017 reconsideration order remains subject to a federal
court
appeal.

In certain markets, the Company owns and operates both full-power and low-power television broadcast stations. The FCCs
duopoly rule and policies regarding ownership of television stations in the same market apply only to full-power television stations
and not low-power television stations.

In a number of markets, the Company owns two stations in compliance with the duopoly rule. We also are permitted to own two

or more stations in various other markets pursuant to waivers under the FCCs rules
television station in a market where a licensee also owns the primary station. Additionally, we are permitted to own two stations in
the Quad Cities, Illinois/Iowa, Greenville-Spartanburg, South Carolina-Asheville, North Carolina and Hartford-New
Connecticut markets pursuant to waivers allowing ownership of a second station where that station is failing.

permitting common ownership of a satellite

Haven,

In all of the markets where we have entered into local service agreements, except for five, we provide programming comprising
less than 15% of the second stations programming. In the five markets where we provide more programming to the second stationnn
WFXP in Erie, Pennsylvania, KHMT in Billings, Montana, KFQX in Grand Junction, Colorado, KNVA in Austin, Texas and WNAC-
TV in Providence, Rhode Islanddd the local marketing agreements were entered into prior to November 5, 1996 and are considered
grandfathered. Therefore, we may continue to program these stations under the terms of these agreements until the FCC determines
otherwise.

With respect to our other local service agreements, a previous FCC rule made a majority of our JSAs attributable, but this rule

was eliminated effective February 7, 2018. As a result, our existing JSAs are no longer attributable and may remain in effect
indefinitely. Under rules in effect both prior to and after February 7, 2018, our shared services agreements with independently owned
same-market stations are non-attributable. We may therefore retain our existing SSAs in effect indefinff
them, and the FCC may in the future consider regulations with respect to such agreements.

itely, but we must disclose

National Television
rr

Ownership. There is no limit on the number of television stations which a party may own. However, the

limit the percentage of U.S. television households which a party may reach through its attributable interests in television
FCCs rules
stations to 39%. This rule originally provided that when calculating a partys nationwide aggregate audience coverage, the ownership
of an ultra-high frequency (UHF) station would be counted as 50% of a markets percentage of total national audience. In August
2016, the FCC adopted an order eliminating this UHF discount. On reconsideration, however, the FCC reinstated the discount,
which took effect once again in June 2017. A petition for review of the FCCs order reinstating the UHF discount remains pending in
a federal
appeals court, and Nexstar has intervened in the litigation in support of the FCC. In December 2017, the FCC initiated a
proceeding to broadly reexamine its national television ownership rule, including the percentage reach cap and the UHF discount.
Comments and reply comments in this proceeding will be filed in the first and second quarters of 2018.

The stations that Nexstar owns have a combined national audience reach of 38.9% of television households without the UHF

discount.

Radio/Television

Cross-Ownership Rule (One-to-a-Market Rule). Until recently, an FCC rule limited the extent to which a party

could hold attributable interests in both television stations and radio stations in the same market. In its November 2017 order
reconsidering the August 2016 quadrennial review decision, however, the FCC eliminated the radio/television cross-ownership rule in
its entirety. This elimination took effect on February 7, 2018. The November 2017 reconsideration order remains subject to a federal
court appeal.

Local Television/Newspaper Cross-Ownership Rule. Until recently, an FCC rule generally prohibited a party fromff

having an
attributable interest in a television station and a daily newspaper in the same market. In its November 2017 order reconsidering the
August 2016 quadrennial review decision, however, the FCC eliminated the newspaper/broadcast cross-ownership rule in its entirety.
This elimination took effect on February 7, 2018. The November 2017 reconsideration order remains subject to a fedff

eral court appeal.

The FCC is required to review its media ownership rules every four years 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 agencys 2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the then-existing local
television ownership rule and radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on
common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the then-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 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). Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On
November 16, 2017, the FCC adopted an order (the Reconsideration Order) addressing the petitions for reconsideration. The
Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-
ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a market for common
ownership of two television stations in the market to be permissible, (3) retained the general prohibition on common ownership of two
top four stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5)
retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7,
2018, when the U.S. Court of Appeals for the Third Circuit denied a mandamus petition which had sought to stay their effectiveness.
The Reconsideration Orders ruler modifications (a) could allow Nexstar to acquire a second television station in certain markets where
ownership of two television stations was not previously permitted, (b) allow Nexstar to acquire television stations without regard to
any interests of its officers, directors or attributable shareholders in same-market radio stations or newspapers, (c) permit Nexstars
existing JSAs with independently-owned television stations to remain in effecff
JSAs without violating FCC regulations. The Reconsideration Order remains subject to an appeal before the Third Circuit.

t indefinitely, and (d) enable Nexstar to enter into new

Local Television/Cable Cross-Ownership. There is no FCC rule prohibiting common ownership of a cable television system and

a television broadcast station in the same area.

MVPD Carriage of Local Television

Signals. Broadcasters may obtain carriage of their stations signals on cable, satellite and

other MVPDs through either mandatory carriage or through retransmission consent. Every three years all stations must formally
elect either mandatory carriage (must-carry for cable distributors and carry one-carry all for satellite television providers) or
retransmission consent. The next election must be made by October 1, 2020 and will be effective January 1, 2021. Must-carry
elections require that the MVPD carry one station programming stream and related data in the stations local market. However,
MVPDs may decline a must-carry election in certain circumstances. MVPDs do not pay a feeff

to stations that elect mandatory carriage.

A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must

negotiate in good faith for carriage of the stations signal. Negotiated terms may include channel position, service tier carriage,
carriage of multiple program streams, compensation and other consideration. If a broadcaster elects to negotiate retransmission terms,
it is possible that the broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the stations signal.

MVPD operators are actively seeking to change the regulations under which retransmission consent is negotiated before both

the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. 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
MVPDs and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms for another
station under a local service agreement; (ii) forff
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 in certain
circumstances.

In March 2014, the FCC amended its rules

governing good faith retransmission consent negotiations to provide that it is a per
stations

se violation of the statutory duty to negotiate in good faith for a television broadcast station that is ranked among the top-four
in a market (as measured by audience share) to negotiate retransmission consent jointly with another top-four station in the same
market if the stations are not commonly owned. On December 5, 2014, the U.S. Congress extended the joint negotiation prohibition
to all non-commonly owned television stations in a market. Under this rule, same-market stations may not (1) delegate authority to
negotiate or approve a retransmission consent agreement to another non-commonly owned station located in the same DMA or to a
third-party that negotiates on behalf of another non-commonly owned station in the same DMA; or (2) if not commonly owned,
facilitate or agree to facilitate coordinated negotiation of retransmission consent terms between themselves, including through the
sharing of information. Accordingly, the VIEs with which we have sharing agreements must separately negotiate their respective
retransmission consent agreements with MVPDs. Concurrently with its adoption of the prohibition on certain joint retransmission
consent negotiations, the FCC also adopted a furt
elimination or modification of the network non-duplication and syndicated exclusivity rules. Comments and reply comments on the
further notice were filed in 2014.

her notice of proposed rulemaking which seeks additional comment on the

In addition, in the STELA Reauthorization Act of 2014, which was adopted and signed into law in December 2014, the U.S.

Congress directed the FCC to commence a rulr emaking 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 filed in
2015 and 2016. In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in
this proceeding; however, the proceeding remains open.

The FCCs rules

also govern which local television signals a satellite subscriber may receive. The U.S. Congress and the FCC

have also imposed certain requirements relating to satellite distribution of local television signals to unserved households that do not
receive a useable signal from a local network-affiliated station and to cable and satellite carriage of out-of-market signals.

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 OTTDs 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 of 1976, as amended (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 and 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.

The Company has elected to exercise retransmission consent rights for all of its stations where it has legal rights to do so. The

Company has negotiated retransmission consent agreements with the majority of MVPDs serving its markets to carry the stations
signals and, where permitted by its network affiliation agreements, will negotiate agreements with OTTDs.

Employees

As of December 31, 2017, the Company had a total of 9,113 employees, comprised of 8,360 full-time and 753 part-time
employees. As of December 31, 2017, 651 of our employees were covered by collective bargaining agreements. We believe that our
employee relations are satisfactory, and we have not experienced any work stoppages at any of our facilities. However, we cannot
assure you that our collective bargaining agreements will be renewed in the future, or that we will not experience a prolonged labor
dispute, which could have a material adverse effect on our business, financial condition or results of operations.

Legal Proceedings

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

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any

reports, statements and other information filed by us at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549-0102. Please call (800) SEC-0330 for further information on the Public Reference Room. The SEC maintains a website that
contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with
Due to the availability of our filings on the SEC website, we do
the SEC. The address for the SECs website is http://www.sec.gov.
not currently make available our filings on our Internet website. Upon request, we will provide free copies of our annual reportsrr on
Form 10-K, quarterly reports on Form 10-Q and any other filings
with the SEC. Requests can be sent to Nexstar Media Group, Inc.,
Attn: Investor Relations, 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Additional information about us, our stations
and the stations we program or provide services to can be found
information contained on or accessible through our corporate web site into this Annual Report on Form 10-K.

on our website at http://www.nexstar.tv. We do not incorporate the

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 occurs, 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.

Risks Related to Our Operations

General trends in the television industry could adversely affect demand for television advertising as consumers migrate tott
alternative media, including the Internet, for entertainment.

Television viewing among consumers has been negatively impacted by the increasing availability of alternative media,
including the Internet. As a result, 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.

The networks have begun streaming some of their programming on the Internet and other distribution platforms simultaneously
with, or in close proximity to, network programming broadcast on local television stations, including those we own or provide services
to. These and other practices by the networks dilute the exclusivity and value of network programming originally broadcast by the
local stations and may adversely affect the business, financial condition and results of operations of our stations. Also refer to Risks
Related to Our Industry Intense competition in the television industry and alternative forms of media could limit our growth and
profitability.

The Companys s ubstantial debt could limit

its abilityll

to grow and compete.

As of December 31, 2017, the Company had $4.4 billion of debt, which represented 73.5% of the total combined capitalization.

On January 16, 2018, we borrowed $44.0 million from our revolving credit facility to partially fund our acquisition of LKQD.

On February 1, 2018, we prepaid $20.0 million of the outstanding principal balance under our Term Loan B, funded

by cash on

hand.

On February 16, 2018, we repaid $20.0 million of the outstanding principal balance under our revolving credit facility,

funded
d

bby cash on hand.

The Companys high level of debt could have important consequences to our business. For example, it could:

(cid:3)

limit the Companys ability

to borrow additional funds or obtain additional financing in the future;

limit the Companys ability

to pursue acquisition opportunities;

expose the Company to greater interest rate risk since the interest rate on borrowings under the senior secured credit
facilities is variable;

limit the Companys flexibility

to plan for and react to changes in our business and our industry; and

impair our ability to withstand a general downturn in our business and place us at a disadvantage compared to our
competitors that are less leveraged.

See Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsContractual

Obligations for disclosure of the approximate

aggregate amount of principal indebtedness scheduled to mature.

as well
The Company could also incur additional debt in the future. The terms of the Companys senior secured credit facilities,
as the indentures governing our 6.125% senior unsecured notes (6.125% Notes), the 5.625% Notes and the 5.875% Notes, limit, but
do not prohibit the Company from incurring substantial amounts of additional debt. To the extent the Company incurs additional debt,
we would become even more susceptible to the leverage-related risks described above.

The agreements governing the Companys d
of our business.

ebtdd

dd
contain various covenants that limit managements d

iscretion

in the operation

The terms of the Companys senior secured credit facilities and the indentures governing our 6.125% Notes, 5.625% Notes and
5.875% Notes contain various restrictive covenants customary for arrangements of these types that restrict our ability to, among other
things:

(cid:3)

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.

In addition, the Companys senior secured credit facilities require us to maintain or meet certain financial ratios, including

maximum total and first-lien leverage ratios and a minimum fixed charge coverage ratio. Future financing agreements may contain
similar, or even more restrictive, provisions and covenants. Because of these restrictions and covenants, managements ability
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 credit agreement governing our obligations under our senior secured credit facility contains covenants that require us to
comply with certain financial ratios, including maximum total and first-lien ratios and a minimum fixed charge coverage ratio. The
covenants, which are calculated on a quarterly basis, include the combined results of the Company. The credit agreements governing
Missions, Marshalls and Shields obligations under their senior secured credit facilities do not contain financial covenant ratio
requirements; however, they include events of default if we do not comply with all covenants contained in the credit agreement
governing our senior secured credit facility.

The Company may not be able t

ll o gtt

enerate sufficient cash flowff

to meet its dtt

ebtdd

service requirements.

The Companys ability

to service its debt depends on its ability to generate the necessary cash flow. Generation of the necessary

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

The owners of the VIEs may make decisions regarding the operation of their ri
of cash we receive under our local service agreements.

espective stations that could rll

educe the amount

As of December 31, 2017, the VIEs are each 100% owned by independent third parties. These entities owned and operated 36
full power television stations. We have entered into local service agreements with these VIEs, pursuant to which we provide services
to their stations. In return for the services we provide, we receive substantially all of the VIEs available cash, after satisfaction of their
operating costs and any debt obligations.

On January 17, 2017, Mission, Marshall and Shield each entered into a senior secured credit agreement with Bank of America,

N.A., as the administrative agent. These credit agreements refinanced the entities previous senior secured credit facilities. On July 19,
2017, each credit agreement was amended to lower the applicablea
extend certain maturity dates.

rate portion of the interest rates by 50 basis points and to slightly

As of December 31, 2017, Missions senior secured credit facility consists of a Term Loan B with an outstanding balance of

$225.7 million due January 17, 2024 and a $3.0 million revolving credit facility,
Marshalls senior secured credit facility
consists of a Term Loan A with an outstanding balance of $49.6 million due June 28, 2018
and a revolving credit facility with an outstanding balance of $3.0 million, also due on June 28, 2018. Shields senior secured credit
facility consists of a Term Loan A with an outstanding balance of $23.8 million due July 19, 2022.

of which nothing was drawn and outstanding.

We guarantee full payment of all of the obligations incurred under the Mission, Marshall and Shield senior secured credit
facilities in the event of their default. Mission, White Knight, Shield, Tamer, Vaughn, WNAC, LLC and 54 Broadcasting have granted
purchase options that permit Nexstar to acquire the assets and assume the liabilities of each of those VIEs stations, subject to FCC
consent. These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs.

We do not own the VIEs or any of their respective television stations. However, we are deemed under U.S. GAAP to have
controlling financial interests in the consolidated VIEs because of (1) the local service agreements Nexstar has with the VIEs stations,
(2) Nexstars guarantee of the obligations incurred under the Mission, Marshall and Shield senior secured credit facilities, (3) Nexstar
having power over significant activities affecting the VIEs economic performance, including budgeting for advertising revenue,
advertising sales and, for Mission, White Knight, Shield, Vaughan, WNAC, LLC and 54 Broadcasting, hiring and firing of sales force
personnel and (4) purchase options granted by Mission, White Knight, Shield, Tamer, Vaughn, WNAC, LLC, and 54 Broadcasting
which permit Nexstar to acquire the assets and assume the liabilities of each of those VIEs stations, subject to FCC consent.

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. For instance, the VIEs may decide to obtain and broadcast programming which, in our
opinion, would prove unpopular and/or would generate less advertising revenue.

The Companys p
interest rates could affect thett

ension and postretirement benefit plans are currently underfunded. A declining

stock market and lower

value of its retirement plan assets and increase the Companys p

ostretirement obligations.

As a result of our merger with Media General, we assumed Media Generals qualified defined benefit retirement plans that
cover substantially all legacy Media General employees hired before January 1, 2007. The Company also assumed the defined benefitff
plans of LIN TV at the time of the merger. As of December 31, 2017, these qualified retirement plans were underfunded by
approximately $22.8 million. The qualified retirement plans had $381.5 million in total net assets available to pay benefits to
participants enrolled in the Plans as of December 31, 2017. The Company made no Company contributions in 2017 to the legacy
Media General plan.

The Company also assumed Media Generals non-contributory unfunded supplemental executive retirement and ERISA excess

plans, both of which were amended and restated effecff
certain legacy Media General and LIN TV executives. As of December 31, 2017, the total liability was $56.6 million. There is also an
unfunded plan that provides certain health and life insurance benefits to retired legacy Media General employees who were hired prior
to 1992 and a retirement medical savings account established as of January 1, 2007. Although the Company has frozen participation
and benefits under all plans, two significant elements in determining the Companys pension expense 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
Companys expense and may necessitate higher cash contributions to the qualified retirement plans.

tive January 1, 2008, and both of which supplement the coverage available to

Uncertainties in the interpretationtt
obligations and effective taxtt
rate.

and application of the Tax Cuts and Jobs Act of 2017 could matertt

ially affect our tax

The Tax Cuts and Jobs Act of 2017 (the Tax Act) was enacted on December 22, 2017, and significantly affected U.S. tax law

by changing how the U.S. imposes income tax. The U.S. Department of Treasury has broad authority to issue regulations and
interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in the period
issued.

The Tax Act requires complex computations not previously provided in U.S. tax law. As such, the application of accounting
guidance for such items is currently uncertain. Further, compliance with the Tax Act and the accounting for such provisions require
accumulation of information not previously required or regularly produced. As a result, we have provided a provisional estimate on
the effect of the Tax Act in our financial statements. As additional regulatory guidance is issued by the applicable taxing authorit
ies,
as accounting treatment is clarified, as we perform additional analysis on the application of the law, and as we refine estimates in
calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional
amounts, which could materially affecff

t our tax obligations and effective tax rate.

The recording of deferred tax asset valuation allowances
assets could affect our operating results.

in the future or the impact of tax lawll

changes on such deferred tax

The Company currently has significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and
periods. Based on our assessment of the

other deductible temporary differences that are available to reduce taxable income in future
Companys deferred tax assets, we determined that as of December 31, 2017, based on projected future income, approximately $108.2
million of the Companys deferred tax assets, net of valuation allowance, 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.

The Companys a
taxable income does not reach sufficient levels or there is a change in ownership of Nexstar, Mission, Marshall, White Knight
or 54 Broadcasting.

bility to use net operating loss carry-forwards (NOLs

educe future tax payments may be limited if

) t o rtt

At December 31, 2017, the Company had NOLs of approximately $145.9 million for U.S. federal tax purposes and $579.4
million for state tax purposes. These NOLs expire at varying dates through 2037. To the extent available, we intend to use these NOLs
to reduce the corporate
income tax liability associated with our operations. Section 382 (Section 382) of the Internal Revenue Code
of 1986, as amended (the Code), generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable
income when a corporation has undergone significant changes in stock ownership. In general, an ownership change, as defined by
Section 382, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than
50 percentage points of the outstanding stock of a company by certain stockholders or public groups, which are generally outside of
our control.

The ability to use NOLs is also dependent upon the Companys ability

to generate taxable income. The NOLs could expire

before the Company generates sufficient taxable income to use them. To the extent the Companys use of NOLs is significantly
limited, the Companys income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could
have a negative effect on the Companys financial
control and the Company can give no assurance that it will continue to have realizable NOLs.

results and operations. Changes in ownership are largely beyond the Companys

The revenue generated by stations we operate or provide services to could decline substantially if t
their network affiliation agreements on favorable terms, or at all.

i hett

ff
y fe

ail

ii
to maintain

or renew

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. Most of the stations that we operate or provide services to have network affiliation agreements. As of December
31, 2017, 31 full power television stations have primary affiliation agreements with ABC, 33 with NBC, 31 with FOX, 46 with CBS,
17 with The CW and 11 with MNTV. Each of ABC, NBC and CBS generally provides affiliated stations with up to 22 hours of prime-
time programming per week, while each of FOX, MNTV and The CW provides affiliated stations with up to 15 hours of prime-time
programming per week. In return, affiliated stations broadcast the respective networks commercials during

the network programming.

All of the network affiliation agreements of the stations that we own, operate, program or provide sales and other services to are

scheduled to expire at various times through December 2020. In order to renew certain of our affiliation agreements we may be
required to make cash payments to the network and to accept other material modifications of existing affiliation agreements. If any of
our stations cease to maintain affiliation
of
agreements with their networks for any reason, we would need to find alternative sources
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 affecff
Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances.

t our retransmission consent payments resulting in us receiving less retransmission consent fees.

For more information regarding these network affiliation agreements, see Item 1, BusinessNetwork

Affiliations.

The loss of or material reduction in retransmission consent revenues or further change in the current retransmission consent
regulations could have an adverse effect on our business, financial condition and results of operations.

A significant portion of Nexstars revenue comes from its retransmission consent agreements with MPVDs, mainly cable and

satellite television providers. These agreements permit the MVPDs to retransmit our stations signals to their subscribers in exchange
for the payment of compensation to us from the system operators as consideration. 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.

Though we are typically able to renegotiate our retransmission consent agreements with MVPDs on favorable terms, the
payments due us under these agreements are customarily based on a price per subscriber of the applicablea MVPD. In recent years the
subscribership of MVPDs has declined, as the growth of direct Internet streaming of video programming to televisions and mobile
devices has incentivized consumers to cut the cord and discontinue their cable or satellite service subscriptions. Decreasing MVPD
subscribership leads to less revenue under our retransmission agreements, which ultimately could have an adverse effect on our
business, financial condition and results of operations. Also refer to Risks Related to Our Industry Intense competition in the
television industry

and alternative forms of media could limit our growth and profitability.

Moreover, the national television broadcast networks have taken the position that they, as the owners or licensees of certain of
the programming we broadcast and provide for retransmission, are entitled to a portion of the compensation we receive from MVPDs
under our retransmission consent agreements and are requiring their network affiliation agreements with us to provide for such
payments. All of our affiliation agreements with the broadcast networks also include terms that limit our ability to grant retransmission
consent rights both to traditional MVPDs and to so-called virtual MVPDs," services that provide multiple video streaming channels
to consumers. The need to pay a portion of our retransmission consent revenue to our networks, and network limitations on our ability
to enter into retransmission consent agreements, could materially reduce this revenue source to the Company and could have an
adverse effect on its business, financial condition and results of operations.

In addition, MVPDs are actively seeking to change the regulations under which retransmission consent is negotiated before both

the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. On March 3, 2011, the FCC
initiated a Notice of Proposed Rulemaking to reexamine its rules (1) governing the requirements for good faith negotiations between
MVPDs and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms forff
another
station under a local service agreement; (2) for providing advance notice to consumers in the event of dispute; and (3) 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 in certain
circumstances.

On March 31, 2014, the FCC amended its rules

governing good faith retransmission consent negotiations to provide that it is a

per se violation of the statutory duty to negotiate in good faith for a television broadcast station that is ranked among the top-four
stations in a market (as measured by audience share) to negotiate retransmission consent jointly with another top-four station in the
same market if the stations are not commonly owned. On December 5, 2014, the U.S. Congress extended the joint negotiation
prohibition to all non-commonly owned television stations in a market. Under this rule, same-market stations may not (1) delegate
authority to negotiate or approve a retransmission consent agreement to another non-commonly owned station located in the same
DMA or to a third-party that negotiates on behalf of another non-commonly owned television station in the same DMA; or (2) if not
commonly owned, facilitate or agree to facilitate coordinated negotiation of retransmission consent terms between themselves,
including through the sharing of information. Accordingly, the VIEs with which we have sharing agreements must separately
negotiate their respective retransmission consent agreements with MVPDs. We cannot predict what effect, if any, this requirement forff
separate negotiations will have on the Companys revenues and expenses.

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 FCCs 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
Companys ability
an adverse effect on the Companys business, financial condition and results of operations. The Company cannot predict the resolution
of the FCCs network non-duplication and syndicated exclusivity proposals, or the impact of these proposals or the FCCs prohibition
on certain joint negotiations, on its business.

to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have

In addition, in the STELA Reauthorization Act of 2014, which was adopted and signed into law in December 2014, the U.S.

Congress directed the FCC to commence a rulr emaking 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 2015 and 2016. We cannot predict the proceedings outcome or its impact on our business. In July 2016 the then-Chairman of the
FCC announced that the agency would not adopt additional rules in this proceeding; however, the proceeding remains open.

Certain online video distributors and other OTTDs have begun streaming broadcast programming over the Internet. In June

2014, the U.S. Supreme Court held that an OTTDs 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. If the FCC ultimately determines that an OTTD is not an MVPD or
declines to apply certain rules governing MVPDs to OTTDs, our business and results of operations could be materially and adversely
affected.

The FCC could decide not to gtt
would require that station to cease operations.

rant renewal of the FCC license of any of the stations

we operate or provide services to which

Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application to the

FCC. The FCC is required to grant 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,
no other violations of the Communications Act or the FCCs rules
majority of renewal applications are routinely granted under this standard. If a licensee fails to meet this standard the FCC may still
grant renewal on terms and conditions that it deems appropriate, including a monetary forfeiture or renewal for a term less than the
normal eight-year period. However, in an extreme case, the FCC may deny a stations license renewal application, resulting in
termination of the stations authority to broadcast. Under the Communications Act, the term of a broadcast license is automatically
extended during the pendency of the FCCs processing of a timely renewal application. The Company expects the FCC to grant futurett
renewal applications for its stations in due course but cannot provide any assurances that the FCC will do so.

which, taken together, would constitute a pattern of abuse. A

and the licensee committed

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 President 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.

The Companys g

rowth may be limited if it is unable to implement its acquisition strategy.

The Company has achieved much of its growth through acquisitions. The Company intends to continue its growth by selectively

pursuing acquisitions of television stations. The television broadcast industry is undergoing consolidation, which may reduce the
number of acquisition targets and increase the purchase price of future
acquisitions. Some of the Companys competitors may have
ff
greater financial or management resources with which to pursue acquisition targets. Therefore, even if the Company is successful in
identifying attractive acquisition targets, it may face considerable competition and its acquisition strategy may not be successful.

FCC rules and policies may also make it more difficult for the Company to acquire additional television stations. Television
station acquisitions are subject to the approval of the FCC and, potentially, other regulatory authorities. FCC rules limit the number of
television stations a company may own and define the types of local service agreements that count as ownership by the party
providing the services. Those rules are subject to change. The need forff FCC and other regulatory approvals could restrict the
Companys ability
transaction would result in excessive concentration or other public interest detriment in a market, even if the proposed combination
may otherwise comply with FCC ownership limitations. Additionally, the acquisition of Media General has significantly increased the
Companys national audience reach to a level that approaches
national television ownership limits imposed by the Communications
Act and FCC rules. This may restrict future television station acquisitions by the Company and may require the Company to divest
current stations in connection with any acquisition in order to comply with national television ownership limits.

to consummate future transactions if, for example, the FCC or other government agencies believe that a proposed

Growing the Companys b
operating results will suffer.

usiness through acquisitions involves risks and if it is unable to manage effectively its growth, its

During the three years ended December 31, 2017, the Company acquired a total of 93 full power television stations, net of

divestitures, of which 71 full power stations in 42 markets were acquired through our merger with Media General. Following these
transactions, we own, operate, program or provide sales and other services to 170 full power television stations in 100 markets. To
manage effectively its growth and address the increased reporting requirements and administrative demands that will result from
future acquisitions, the Company will need, among other things, to continue to develop its financial and management controls and
management information systems. The Company will also need to continue to identify, attract and retain highly skilled finance
and
management personnel. Failure to do any of these tasks in an efficient and timely manner could seriously harm its business.

There are other risks associated with growing our business through acquisitions. For example, with any past or future acquisition,

there is the possibility that:

(cid:3)

we may not be able to successfully reduce costs, increase advertising revenue or audience share or realize anticipated
synergies and economies of scale with respect to any acquired station;

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, including the
operations, systems, policies and cultures of Media General;

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.

FCC actions may restrict our abilityi
our existing operations and impair our acquisition strategy.

to create duopolies under local service agreements or common ownership, which may harm

In a number of our markets, we have created duopolies by entering into what we refer to as local service agreements. While
these agreements take varying forms, a typical local service agreement is an agreement between two separately owned television
stations serving the same market, whereby the owner of one station provides operational assistance to the other station, subject to
ultimate editorial and other controls being exercised by the latter stations owner. By operating or entering into local service
agreements with same-market stations, we (and the other station) achieve significant operational efficiencies. We also broaden our
audience reach and enhance our ability to capture more advertising spending in a given market. Additionally, we achieve significant
operational efficff

iencies by owning multiple stations in a market where FCC rules allow us to do so.

The FCC is required to review its media ownership rules every four years and eliminate those rules it finds

no longer serve the
public interest, convenience and necessity. In August 2016, the FCC adopted the 2016 Ownership Order concluding the agencys
2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the then-existing local television ownership rule and
radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top-four
ff
cross-ownership
television stations in a market to network affiliation swaps, (3) retained the then-existing ban on newspaper/broadcast
rule,
in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the dual network
(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).

Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November

16, 2017, the FCC adopted its Reconsideration Order addressing the petitions for reconsideration. The Reconsideration Order (1)
eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated
the requirement that eight or more independently-owned television stations remain in a market for common ownership of two
television stations in the market to be permissible, (3) retained the general prohibition on common ownership of two top four
stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the
SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the
U.S. Court of Appeals for the Third Circuit denied a mandamus petition which had sought to stay their effecff
Reconsideration Order remains subject to an appeal before the Third Circuit.

tiveness. The

The 2016 Ownership Order reinstated a rulr e that attributed another in-market station toward the local television ownership
limits when one station owner sells more than 15% of the second stations weekly advertising inventory under a joint sales agreement
(this rule had been previously adopted but was vacated by the U.S. Court of Appeals for the Third Circuit). Parties to JSAs entered
into prior to March 31, 2014 were permitted to continue to operate under these JSAs until September 30, 2025. However, in its
November 2017 Reconsideration Order, the FCC eliminated the JSA attribution rule in its entirety. This elimination took effect on
February 7, 2018, although the Reconsideration Order remains subject to a fede

ral court appeal.

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 will no longer evaluate
whether options, loan guarantees and similar otherwise non-attributable interests create undue financial influence in transactions
which also include sharing arrangements between television stations.

We cannot predict what additional rules the FCC will adopt or when they will be adopted. In addition, uncertainty about media
ownership regulations and adverse economic conditions have dampened the acquisition market from time to time, and changes in the
regulatory approval process may make materially more expensive, or may materially delay, the Companys ability
currently pending acquisitions or consummate further acquisitions in the future.

to close upon

The FCC may decide to terminate grandfathered

time brokerage agreements.

The FCC attributes TBAs or LMAs to the programmer under its ownership limits if the programmer provides more than 15% of

a stations weekly broadcast programming. However, TBAs entered into prior to November 5, 1996 are exempt from attribution for
now.

The FCC may review these grandfathered TBAs or LMAs in the future. During this review, the FCC may determine to
terminate the grandfathered period and make all TBAs or LMAs fully attributable to the programmer. If the FCC does so, we will be
required to terminate or modify our grandfathered TBAs or LMAs unless the FCCs rules
applicable markets. As of December 31, 2017, we provide services under TBAs or LMAs to five television stations owned by third
parties.

allow ownership of two stations in the

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

The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations. Under this

restriction, 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, certai
investors may be prevented from investing in us if our foreign ownership is at or near the FCC limits.

rr n

The FCCs m
ability to execute our acquisition strategy.

ultiple ownership rules may limit

our ability to acquire television stations in particular markets, restricting our

The number of television stations we may acquire in any local market or nationwide is limited by FCC rules and may vary
depending upon whether the interests in other television stations or other media properties of persons affiliated with us are attributable
under FCC rules. The broadcast and certain other media interests of our officers, directors and most stockholders with 5% or greater
voting power are attributable under the FCCs rules,
which may limit us from acquiring or owning television stations in particular
markets while those officers, directors or stockholders are associated with us. In addition, the holder of otherwise non-attributable
equity and/or debt in a licensee in excess of 33% of the total debt and equity of the licensee will be attributable where the holder is
either a major program supplier to that licensee or the holder has an attributable interest in another broadcast station in the same
market that is subject to the FCCs media ownership rules.

One of Nexstars directors also currently serve on the board of directors of Urban One, Inc. (formerly Radio One, Inc.), which

owns and operates approximately 55 radio stations in 15 markets. The FCC considers the radio stations owned by Urban One, Inc.
(formerly Radio One, Inc.) as attributable to Nexstar, due to this common director relationship.

The Company has a material amount of goodwill all nd intangible assets, and therefore the Company could suffer additional
losses due to future asset impairment charges.

As of December 31, 2017, $5.5 billion, or 73.4%, of the Companys combined total assets consisted of goodwill and intangible

assets, including FCC licenses and network affiliation agreements. The Company recorded an impairment charge of $20.0 million
during the year ended December 31, 2017 attributable to its digital businesses. Of this amount, $11.5 million relates to goodwill
impairment and $8.5 million relates to the impairment of finite-lived intangible assets. The Company tests goodwill and FCC licenses
annually, and on an interim date if factors or indicators become apparent that would require an interim test of these assets, in
accordance with accounting and disclosure requirements for goodwill and other intangible assets. The Company tests its finite-lived
a
intangible assets whenever circumstances or indicators become apparent
cash flows. The methods used to evaluate the impairment of the Companys goodwill and intangible assets would be affected by a
significant reduction, or a forecast
or more of the Companys digital businesses. Our broadcast business operating results and cash flows could be affected by a
significant adverse change in the advertising marketplaces in which the Companys television stations operate, the loss of network
affiliations or by adverse changes to FCC ownership rules, among others, which may be beyond the Companys control. Our digital
business operating results and cash flows could be affected by intense competition, investment in technologies that are subject to a
greater degree of obsolescence, significant reliance on third-party vendors to deliver services, rapid evolving nature and other factors.
If the carrying amount of goodwill and intangible assets is revised downward due to impairment, such non-cash charge could
materially affect the Companys financial

of such reductions, in operating results or cash flows at the Companys broadcast business or at one

that the asset may not be recoverable through expected future

position and results of operations.

There can be no assurances concerning continuing dividend payments and any decrease or suspension of the dividend 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
has declared in 2018 a total cash dividend with respect to the outstanding shares of our Class A common stock of $1.50 per share in
equal quarterly installments of $0.375 per share. 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)
aa
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.

Risks Related to Our Industry

Our operating results are dependent on advertising revenue and as a result, we may be more vulnerable to economic downturns
and other factors beyond our control than businesses not dependent on advertising.

We derive a majority of our revenue from the sale of advertising time on our stations and community portal websites. Our

ability to sell advertising time depends on numerous factors that may be beyond our control, including:

(cid:3)

the health of the economy in the local markets where our stations are located and in the nation as a whole;

the popularity of our station and website programming;

fluctuations in pricing for local and national advertising;

the activities of our competitors, including increased competition from other forms of advertising-based media,
particularly newspapers, cable television, Internet and radio;

the decreased demand for political advertising in non-election years; and

changes in the makeup of the population in the areas where our stations are located.

Because businesses generally reduce their advertising budgets during economic recessions or downturns, the 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.

Because a high percentage of our operating expense is fixed, a relatively
significant negative impact on our financial results.

small decrease in advertising revenue could have a

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

Preemption of regularly scheduled programming by news coverage may affect our revenue and results of operations.

The Company may experience a loss of advertising revenue and incur additional broadcasting expenses due to preemption of

our regularly scheduled programming by network coverage of a major global news event such as a war or terrorist attack or by
coverage of local disasters, such as tornados and hurricanes. As a result, advertising may not be aired and the revenue for such
advertising may be lost unless the station is able to run the advertising at agreed-upon times in the future. Advertisers may not agree to
run such advertising in future time periods, and space may not be available for such advertising. The duration of any preemption of
programming cannot be predicted if it occurs. In addition, our stations and the stations we provide services to may incur additional
expenses as a result of expanded news coverage of a war or terrorist attack or local disaster. The loss of revenue and increased
expenses could negatively affect our results of operations.

If we are unable to respond to changes in technology and evolving industry trends, our television businesses may not be able to
compete effectively.yy

New technologies may adversely affect our television stations. Information delivery and programming alternatives such as
cable, direct satellite-to-home services, pay-per-view, video on demand, over-the-top distribution of programming, the Internet,
telephone company services, mobile devices, digital video recorders and home video and entertainment systems have fractionalized
television viewing audiences and expanded the numbers and types of distribution channels for advertisers to access. Over the past
decade, cable television programming services, other emerging video distribution platforms and the Internet have captured an
increasing market share, while the aggregate viewership of the major television networks has declined. In addition, the expansion of
cable and satellite television, digital delivery and other technological changes has increased, and may continue to increase, the
competitive demand for programming. Such increased demand, together with rising production costs, may increase our programming
costs or impair our ability to acquire or develop desired programming.

In addition, video compression techniques now in use are expected to permit greater numbers of channels to be carried within

existing bandwidth. These compression techniques and other technological developments are applicable to all video delivery systems,
including over-the-air broadcasting, and have the potential to provide vastly expanded programming to targeted audiences. Reduction
in the cost of creating additional channel capacity
increasingly specialized niche programming, resulting in more audience fractionalization. This ability
audiences may alter the competitive dynamics for advertising expenditures. We are unable to predict the effect that these and other
technological changes will have on the television industry or our results of operations.

could lower entry barriers for new channels and encourage the development of

to reach very narrowly defined

The FCC can sanction us for programming broadcast on our stations which it finds

to be indecent.

The FCC may impose substantial fines, to a maximum of $325,000 per violation, on television broadcasters for the broadcast of

indecent material in violation of the Communications Act and its rules.
rr
comprised of programming provided by the networks with which the stations are affiliated, the Company does not have full control
over what is broadcast on its stations and may be subject to the imposition of fines if the FCC finds such programming to be indecent.

Because the Companys programming is in large part

In June 2012, the U.S. Supreme Court decided a challenge to the FCCs indecency enforcement

without resolving the

constitutionality of such enforcement, and the FCC thereafter requested public comment on the appropriate substance and scope of its
indecency enforcement policy. The FCC has issued very few further decisions or rules in this area, and the courts may in the future
have further occasion to review the FCCs current policy or any modifications thereto. The outcomes of these proceedings could affect
future FCC policies in this area and could have a material adverse effect on our business.

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 generally
compete for our audience against all the other leisure activities in which one could choose to engage rather than watch television.
Specifically, stations we own or provide services to compete for audience share, programming and advertising revenue with other
television stations in their respective markets and with other advertising media, including newspapers, radio stations, cable television,
DBS systems, mobile services, video streaming services and the Internet.

The entertainment and television industries are highly competitive and are undergoing a period of consolidation. Many of our
rr

current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. The markets
in which we operate are also in a constant state of change arising from, among other things, technological improvements and
economic and regulatory developments. Technological innovation and the resulting proliferation of television entertainment, such as
cable television, wireless cable, satellite-to-home distribution services, pay-per-view, home video and entertainment systems and
Internet and mobile distribution of video programming have fractionalized television viewing audiences and have subjected free over-
the-air television broadcast stations to increased competition. We may not be able to compete effecff
tively or adjust our business plans
to meet changing market conditions.

Technologies used in the entertainment industry continues to evolve rapidly, leading to alternative methods for the delivery and

storage of digital content. These technological advancements have driven changes in consumer behavior and have empowered
consumers to seek more control over when, where and how they consume news and entertainment, including through the so-called
cutting the cord and other consumption strategies. The networks have also begun streaming some of their programming on the
Internet and other distribution platforms simultaneously with, or in close proximity to, network programming broadcast on local
television stations, including those we own or provide services to. These innovations and other practices by the networks dilute the
exclusivity and value of network programming originally broadcast by the local stations and may adversely affect the business,
financial condition and results of operations of our stations. We are unable to predict what forms of competition will develop in the
ts on our business.
future, the extent of the competition or its possible effecff

The FCC could implement regulations or the U.S. Congress could adopt legislation that might
operations of the stations we own and the stations we provide services to or the television

have a significant impact on thett

i
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; and whether to broaden the definition of MVPD to include over-the-top
video programming distributors. Additionally, FCC proceedings to determine whether to modify or eliminate certain of its broadcast
ownership rules are the subject of pending court appeals.

The FCC also has sought comment on whether there are alternatives to the use of DMAs to define local markets such that

certain viewers whose current DMAs straddle multiple states would be provided with more in-state broadcast programming. If the
FCC determines to modify t
station operations and could have an adverse effect on our business, financial condition and results of operations.

he use of existing DMAs to determine a stations local market, such change might materially alter current

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 have such an impact. 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.

The FCC is reallocating a portion of the spectrum available for use by television broadcasters to wireless broadband use, which
could substantially impact our future operations and may reduce viewer access to our programming.

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 ia ncentive auction for the purpose of making additional spectrum availablea
to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from thet
FCC
to voluntarily relinquish all or part of their spectrum in exchange for consideration, and certain wireless broadband providers and other
t
entities submittedtt
not relinquishing their spectrum will be repacked into the frequency banda

tt
still remaining for television broadcast use.

successful bids to acquire the relinquished television spectrum.

Over the next several years, television stations that are

The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017. Ten of Nexstars stations and

one station owned by Vaughan accepted bids to relinquish their spectrum. Of these
another station, two will move to a VHF channel and one station went off the air in November 2017. The station that went off the air is
not expected to have a significant impact on our futurett
Company has other stations which serve the same area. The Company derecognized the spectrum asset and liability
associated with this station. The remaining ten stations are required to cease broadcasting on their current channels (and, if applicable,
implement channel sharing arrangements)
channels, which must vacate their current chana nels by September 2019 and May 2020, respectively.

financial results because it is located in a remote rural area of thet

July 22, 2018, with the exception of the stations moving to VHF

11 total stations, eight will share a channel with

on various dates through

country and the
to surrender spectrum

The majority of the Companys 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 anda
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
is not available to reimburse repacking costs forff
broadcasters and MVPDs for costs reasonably incurred due to the repack. This fundff
stations which are surrendering their spectrum and entering into chanaa nel 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), andaa
the FCC has indicated that it expects those costs to rise. Our current estimate of repack costs is
$230.8 million. 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 FCCs allocation of fundff
FCC will have available funds to reimburse us for additional repacking costs that we previously may naa
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.

ot have anticipated. Whether the

s to us anda whether the

The reallocation of television spectrum to broadband use may be to the detriment of our investment in digital facilities, could

require substantial additional investment to continue our current operations, and may require viewers to invest in additional equipment
or subscription services to continue receiving broadcast television signals. We cannot predict the impact of the incentive auction and
subsequent repacking on our business.

We have made investments in digital businesses.

We have invested in various digital media businesses as well as digital offerings for each of our broadcast stations. Due to

intense competition, investment in technologies that are subject to a greater degree of obsolescence, historical impairment losses on
our digital assets, significant reliance on third-party vendors to deliver services, limited operating history, rapid evolving nature of
digital businesses and difficulties in integrating acquisitions into our operations, the actual future operating results could be volatile
and negatively impact the year-to-year trends of our operations

Cybersecurity risks could affect the Company

o
s o
perating

effectiveness.

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on
digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events.
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 results of these incidents
could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues,
misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational
damage adversely affecting customer or investor confidence. A Cybersecurity Committee helps mitigate cybersecurity risks. The role
of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training pr
establish cybersecurity policies and procedures, and to invest in and implement enhancements to the Companys cybersecurity
infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, and intrusion detection
During the past year, we experienced no cyber-attacks that were unmitigated by our cybersecurity infraff structure.

ocedures,
,

systems.
.

Item 1B. Unresolved Staff Comments

None.

Item 2.

Properties

We have office space for our corporate headquarters in Irving, TX, which is leased through 2024. Each of our markets has

facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own over 62% of our office and studio
locations and approximately one-third of our tower and transmitter locations. The remaining properties that we utilize are leased. We
consider all of our properties, together with equipment contained therein, to be adequate for our present needs. We continually
evaluate our future needs and from time to time will undertake significant projects to replace or upgrade facilities.

While none of our owned or leased properties are individually material to our operations, if we were required to relocate any

towers, the cost could be significant. This is because the number of sites in any geographic area that permit a tower of reasonable
height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation
Administration and FCC regulations, limit the number of alternative locations or increase the cost of acquiring them forff
See Item 1, BusinessThe Stations for a complete list of stations by market.

tower sites.

Item 3.

Legal Proceedings

From time to time, the Company is involved in litigation that arises from the ordinary course of business, such as contractual or

employment disputes or other general actions. In the event of an adverse outcome of these legal proceedings, the Company believes
the resulting liabilities would not have a material adverse effect on the Companys finaff
ncial condition, results of operations or cash
flows.

Item 4.

Mine Safety Disclosures

None.

PART II

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Prices; Record Holders and Dividends

Our Class A Common Stock trades on The NASDAQ Global Select Market (NASDAQ) under the symbol NXST.

The following were the high and low sales prices of our Class A Common Stock for the periods indicated, as reported by

NASDAQ:

1st Quarter 2016
2nd Quarter 2016
3rd Quarter 2016
4th Quarter 2016
1st Quarter 2017
2nd Quarter 2017
3rd Quarter 2017
4th Quarter 2017

High

Low

58.46
54.79
58.14
67.20
73.90
70.30
67.45
80.45

$
$
$
$
$
$
$
$

34.65
43.74
45.70
47.00
59.90
55.95
56.65
58.10

$
$
$
$
$
$
$
$

As of February 28, 2018, there were approximately 17,700 shareholders of record of our Class A Common Stock, including

shares held in nominee names by brokers and other institutions.

Pursuant to our current dividend policy, our board of directors declared in 2017, 2016 and 2015 total annual cash dividends of
$1.20 per share, $0.96 per share and $0.76 per share, respectively, with respect to outstanding shares of our Class A common stock.
The dividends were paid in equal quarterly installments.

On February 2, 2018, our board of directors approved a 25% increase in the quarterly cash dividend to $0.375 per share of
outstanding Class A Common Stock beginning with the first quarter of 2018. Dividend determinations will depend upon, among other
things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition,
contractual restrictions and other factors
credit facilities and the indentures governing its existing notes limit its ability to pay dividends. Given these considerations, our board
of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the payment
of cash dividends in the future.

as our board of directors may deem relevant. Additionally, the Companys senior secured

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2017

g y
Plan Category

Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders

Total

Number of
securities to be
issued upon
exercise of
outstanding
options
(a)
1,960,459

1,960,459

Weighted
average exercise
price of
outstanding
options
(b)
23.48

23.48

Number of securities
remaining available
for future issuance
excluding securities
reflected in column (a)
(c)
1,511,813

1,511,813

For a more detailed description of our equity plans and grants, we refer you to Note 10 to the Consolidated Financial Statements

included in Part IV, Item 15(a) of this Annual Report on Form 10-K.

Comparative Stock Performance Graph

The following graph compares the total return of our Class A Common Stock based on closing prices for the period from
December 31, 2012 through December 31, 2017 with the total return of the NASDAQ Composite Index and our peer index of pure
play television companies. Our new peer index consists of the following publicly traded companies: Gray Television, Inc., Tegna, Inc.
and Sinclair Broadcast Group, Inc. (the New Peer Group). Our old peer index consists of the following publicly traded companies:
Gray Television, Inc., Media General and Sinclair Broadcast Group, Inc. (the Old Peer Group). We acquired Media General in
January 2017 and its stock is no longer trading, thus, excluded from our new peer group. We have added Tegna, Inc. in our new peer
group. The graph assumes the investment of $100 in our Class A Common Stock and in both of the indices on December 31, 2012,
with the reinvestment of dividends into shares of our Class A Common Stock or the indices, as applicable. The performance shown is
not necessarily indicative of future performance.

Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2017

900.00

800.00

700.00

600.00

500.00

400.00

300.00

200.00

100.00

0.00

2012

2013

2014

2015

2016

2017

Nexstar Broadcasting Group, Inc.

NASDAQ Composite-Total Returns

New Peer Group

Old Peer Group

Broadcasting Group, Inc. (NXST)

NNexstar
NASDAQ Composite Index
NNew Peer Group
Old Peer Group

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

$
$
$
$

100.00 $
100.00 $
100.00 $
100.00 $

536.14 $
140.12 $
205.68 $
348.11 $

505.39 $
160.78 $
200.74 $
268.86 $

580.98 $
171.97 $
216.96 $
306.62 $

639.73 $
187.22 $
194.13 $
313.21 $

12/31/17
805.28
242.71
219.97
356.74

Item 6.

Selected Financial Data

The selected consolidated financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 are
included below. The period-to-period comparability of our consolidated financial statements is affected by acquisitions of digital
media businesses and television stations, and related consolidations of VIEs. In 2017, we acquired and consolidated 71 full power
television stations, net of divestitures, and acquired two digital businesses. In 2016, we acquired nine full power television stations,
including consolidated VIEs. In 2015, we acquired 14 full power television stations, including consolidated VIEs, and two digital
media businesses. This information should be read in conjun nction with Part II, Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations and our Consolidated Financial Statements and related Notes included herein.
Amounts below are presented in thousands, except per share amounts.

Statements of Operations Data, forff

the years

ended December 31:

NNet revenue
Operating expenses:

Corporate expenses
Direct operating expenses, net of trade
Selling, general and administrative expenses,
excluding corporate
Trade and barter expense
Depreciation
Amortization of intangible assets
Amortization of broadcast rights, excluding barter
Goodwill and intangible assets impairment(1)
Gain on disposal of stations, net(2)

Total operating expenses

Income from continuing operations(3)
Interest expense, net
Loss on extinguishment of debt, net(4)
Other expenses
Income from continuing operations before

income tax expense

Income tax benefit (expense)(5)
Income (loss) from continuing operations
NNet (income) loss attributable to noncontrolling interests
NNet income (loss) attributable to Nexstar Media Group, Inc.
NNet income (loss) per common share attributable to
Nexstar Media Group, Inc.:

Basic
Diluted

Weighted average common shares outstanding:

Basic
Diluted

Dividends declared per common share

2017

2016

2015

2014

2013

$ 2,431,966

$ 1,103,190

896,377

631,311

502,330

125,274
978,930

51,177
371,242

466,712
56,970
100,658
159,500
62,908
19,985
(57,716)
1,913,221
518,745
(241,195)
(34,882)
(1,284)

241,384
233,943
475,327
(330)
474,997

10.38
10.07

45,754
47,149
1.20

$
$

212,429
45,439
51,300
46,572
22,461
15,262
-
815,882
287,308
(116,081)
-
(555)

170,672
(77,572)
93,100
(1,563)
91,537

2.98
2.89

30,687
31,664
0.96

$
$

44,856
293,288

187,624
46,651
47,222
48,475
22,154
-
-
690,270
206,107
(80,520)
-
(517)

125,070
(48,687)
76,383
1,301
77,684

2.50
2.42

31,100
32,091
0.76

$
$

35,174
178,781

140,255
31,333
35,047
25,850
11,634
-
-
458,074
173,237
(61,959)
(71)
(556)

110,651
(46,101)
64,550
-
64,550

2.10
2.02

30,774
32,003
0.60

$
$

26,339
139,807

125,874
30,730
33,578
30,148
12,613
-
-
399,089
103,241
(66,243)
(34,724)
(1,459)

815
(2,600)
(1,785)
-
(1,785)

(0.06)
(0.06)

29,897
29,897
0.48

(1)

(2)

(3)

(4)

(5)

Certain of our digital businesses recognized impairment charges related to goodwill and finite-lived intangible assets during the years ended December 31, 2017
and 2016. For additional information, refer to Note 5 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Form 10-K.
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. These divestitures resulted in a $57.7 million net gain on disposals.
Income from operations is generally higher during even-numbered years, when advertising revenue is increased due to the occurrence of state and federal
elections and the Olympic Games. However, due to the accretive acquisitions in 2012 through 2017, the income from operations increased over time.
In January 2017, the Company refinanced its then existing term loans and revolving loans, resulting in a loss on extinguishment of debt of $6.8 million. In
February 2017, the Company called the entire principal balance of its $525.0 million 6.875% Notes, resulting in a loss on extinguishment of debt of $22.2
million. The Company also made prepayments of its outstanding term loans during 2017, resulting in a loss on extinguishment of debt of $5.9 million. In 2013,
the Company retired the $325.0 million outstanding principal balance under its 8.875% Senior Second Lien Notes. The retirement resulted in a loss on
extinguishment of debt of $34.3 million.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law which reduces the federal corporate income tax rate from 35% to 21%. The
reduction in the federal corporate income tax rate resulted in a provisional reduction of the Companys net deferred tax liability of $322.2 million and a
corresponding deferred income tax benefit in 2017.

Balance Sheet data, as of December 31:
Cash and cash equivalents
Working capital
NNet intangible assets and goodwill
Total assets(1)(2)
Total debt(1)(2)
Total stockholders equity (deficit)
Statements of Cash Flows data, forff
ended December 31:
NNet cash provided by (used in):
Operating activities(3)
Investing activities
Financing activities(3)
Capital expenditures, net of proceeds from
asset sales
Cash payments for broadcast rights

the years

2017

2016

2015

2014

2013

115,652
385,515
5,492,110
7,481,647
4,362,460
1,581,310

87,680
173,639
1,340,565
2,966,085
2,342,419
284,354

43,416
113,967
1,255,358
1,835,134
1,476,214
86,373

$ 131,912
178,661
772,660
1,414,102
1,220,369
56,537

40,028
78,659
649,793
1,146,971
1,054,368
(13,231)

136,721
(2,062,072)
1,953,323

$ 261,517
(140,185)
(77,068)

$ 205,308
(474,341)
180,537

$ 176,561
(230,033)
145,356

27,339
(248,118)
191,808

52,435
62,531

31,152
23,004

25,397
22,473

20,300
12,025

18,736
14,191

(1)

(2)

(3)

The Companys total assets and total debt increased in January 2017 following the consummation of our merger with Media General. Refer to
Notes 3 and 7 to our Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K.
On July 27, 2016, Nexstar Escrow Corporation, our wholly-owned subsidiary, completed the issuance and sale of $900.0 million of 5.625%
Notes. The gross proceeds of the notes, plus pre-funded interests, were deposited into a segregated escrow account until their utilization in
January 2017 to partially finance our Merger with Media General. On January 2017, Nexstar Broadcasting assumed the obligations of Nexstar
Escrow Corporation under the 5.625% Notes. Refer to Note 7 to our Consolidated Financial Statements in Part IV, Item 5(a) of this Annual
Report on Form 10-K for additional information on the 5.625% Notes.
As discussed in Note 2 to our Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, the Company
adopted the FASB issued guidance related to classification on the statement of cash flows of excess tax benefits associated with st
compensation. Previously, excess tax benefits were classified as cash outflow from operating activities and cash inflow from financing
activities. Under the new guidance, excess tax benefits are now classified along with other income tax cash flows as an operating activity in
the Consolidated Statements of Cash Flows. As such, the amounts previously reported as cash flows provided by operating activities in 2016,
2015 and 2014 were increased by $13.8 million, $8.0 million and $10.0 million, respectively. The amounts previously reported as cash flows
used in financing activities in 2016 were increased by $13.8 million and the amounts previously reported as cash flows provided by financing
activities in 2015 and 2014 were decreased by $8.0 million and $10.0 million. There were no excess tax benefits recognized in 2013. This
change in accounting did not impact the Companys stockholders equity (deficit).

tock-based

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysisyy

Consolidated Financial Statements and related NotesNN

should be read in conjunction with Item 6. Selected Financial

Data and our
included in Part IV, Item 15(a) of this Annual Report on Form 10-K.

As a result of our deemed controlling financial interests in Mission, White Knight, Marshall, Shield, Vaughan, Tamer, WNAC,
LLC and 54 Broadcasting in accordance with U.S. GAAP, wP e consolidate the financial position, results of operations and cash flows
of these VIEs as if they we
performance. Refer to Note 2 to our Consolidated Financial Statements for a discussion of our determinations of VIE consolidation
under the related authoritative guidance. TheTT
consolidated VIEs financial position and results of operations.

ere wholly-owned entities. We believe this presentation is meaningful for understanding our financial

following discussion of our financial position and results ott

includes the

perations

o
f oo

Executive Summary

gg
2017 Highlights

•

Net revenue during 2017 increased by $1.329 billion, or 120.4% compared to the same period in 2016. The increase in net
revenue was primarily due to incremental revenue from our newly acquired stations and entities of $1.413 billion and an
increase in retransmission compensation on our legacy stations of $64.9 million. These were partially offset by a decrease
in revenue resulting from station divestitures of $37.8 million and a decrease in revenue of our legacy stations of $94.7
million as 2017 is not an election year or an Olympic year.

During 2017, our Board of Directors declared quarterly dividends of $0.30 per share of our outstanding common stock, or
total dividend payments of $55.9 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. Our Board of Directors prior authorization in August 2015 to
repurchase our Class A common stock up to $100 million was depleted due to stock repurchases during the second quarter
of 2017. During the second half of 2017, we repurchased a total of $99.0 million (1,689,132 shares of Class A common
stock), funded by cash on hand. As of December 31, 2017, the remaining available amount under the share repurchase
authorization was $52.4 million.

2017 Acquisitions

Media General

Acquisition Date
January 17, 2017

West Virginia

1st closing on January
4, 2016

2nd closing on January
31, 2017

Purchase Price
$4.3 billion in cash,
common stock, stock
options and the CVR
$130.1 million in cash, of
which $66.9 million was
paid on the second closing

Assets Acquired
71 full power television stations in 42 markets (net
seven full power stations divested)

fof

Three CBS and one NBC affiliated full power television
stations in four markets.

Rhode Island

October 2, 2017

$4.1 million in cash

We acquired the CW affiliation agreement, advertiser
relationships and certain property and equipment of
WLWC. We did not acquire WLWCs FCC License.

On January 17, 2017, we completed our 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 in issuance of our Class A 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 $271.0 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 a cash consideration of $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).

On July 21, 2017, the Company received $478.6 million of gross proceeds to relinquish certain Media General spectrum in the

previously 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
spectrum auction proceeds. As of December 31, 2017, the estimated remaining amount of CVR payable to the holders was $12.4
to Item
million, which will be paid when actual transactions costs related to the spectrum are known, but no later than five years. Referff
1, BusinessRecent Acquisitions or Note 3 to our Consolidated Financial Statements in Part IV, Item 5(a) of this Annual Report orr
n
Form 10-K for additional information on the above acquisitions.

Through December 2017, we paid $180.9 million in taxes related to the

of the estimated amounts due.d

Subsequent Acquisition

On January 16, 2018, we completed our previously announced acquisition of the outstanding equity of LKQD for an initial cash

purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on hand and
of $44.0 million. Additionally, the sellers could receive up to a maximum of $35.0
borrowing from our revolving credit facility
million in cash payments if certain performance targets are met during the calendar year 2019.

2017 Debt Transactions

•

including (i) $2.75 billion in senior secured Term Loan B, issued at 99.49%, due

Simultaneously with the closing of the merger on January 17, 2017, the Company issued term loans and revolving loans
under senior secured credit facilities,
2024, (ii) $51.3 million in senior secured Term Loan A, issued at 99.25%, due 2018, (iii) $293.9 million in senior
Term Loan A, issued at 99.34%, due 2022, and (iv) $175.0 million in total commitments under 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 Nexstars 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 fof
NNexstars, Missions and Marshalls certain then existing term loans and revolving loans with a principal balance fof
$668.8 million and $2.0 million, respectively, and to pay for related fees and expenses.

secured
d

In connection with the merger, we assumed the $400.0 million 5.875% Notes due 2022 previously issued by LIN TV.
Additionally, we consolidated Shields 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.
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 Shields Term Loan A to fiveff
years from July 19, 2017 and (iv) an extension of the maturity date of our and Missions revolving credit facilities to five
years from July 19, 2017.

The main provisions of the amendments

In 2017, we prepaid a total of $235.0 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.

Through December 2017, the Company repaid scheduled maturities under its term loans of $12.2 million.

Subsequent Debt Prepayment

On February 1, 2018, we prepaid $20.0 million of the outstanding principal balance under our Term Loan B, funded

by cash on

hand.

On February 16, 2018, we repaid $20.0 million of the outstanding principal balance under our revolving credit facility, funded

by cash on hand.

Overview of Operations

As of December 31, 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, MNTV and other broadcast television networks. Through various local service agreements, we
provided sales, programming and other services to 36 full power television stations owned by independent third parties, including
stations owned by Mission, Marshall, White Knight, Tamer, Vaughan, Shield, WNAC, LLC and 54 Broadcasting. See Note 2
Variable Interest Entities to our Consolidated Financial Statements in Part I, Item 1 of this Form 10-K for a discussion of the local
service agreements we have with these independent third parties.

The operating revenue of our stations is derived substantially from broadcast and website advertising revenue, which is affeff cted

by a number of factors, including the economic conditions of the markets in which we operate, the demographic
markets and the marketing strategy we employ in each market. Most advertising contracts are short-term and generally run for a fewff
weeks. For the years ended December 31, 2017 and 2016, revenue generated from local broadcast advertising represented 71.9% and
72.9%, respectively, of our consolidated spot revenue (total of local and national broadcast advertising revenue, excluding political
advertising revenue). The remaining broadcast advertising revenue represents inventory sold for national or political advertising. All
national and political revenue is derived from advertisements placed through advertising agencies. The agencies receive a commission
rate of 15.0% of the gross amount of advertising schedules placed by them. While the majority of local spot revenue is placed by local
agencies, some advertisers place their schedules directly with the stations local sales staff, thereby eliminating the agency
commission. Each station also has an agreement with a national representative firm that provides for sales representation outside the
particular stations market. Advertising schedules received through the national representative firm are for national or large regional
accounts that advertise in several markets simultaneously. National representative commission rates vary within the industry and are
governed by each stations agreement.

makeup of those

Another source of revenue for the Company that has grown significantly in recent years relates to retransmission of our station

signals by cable, satellite and other MVPDs. MVPDs generally pay for retransmission rights on a rate per subscriber basis. The growth
of this revenue stream has primarily related to increases in the subscriber rates paid by MVPDs. The growth of this revenue stream is
primarily related to increases in the subscriber rates paid by MVPDs resulting from contract renewals (retransmission compensation
agreements generally have a three-year term) and scheduled annual escalation of rates per subscriber. Additionally, the rates per
subscriber of newly acquired television stations are converted into our terms which are typically higher than those of other companies
because we have been negotiating such agreements for a longer period of time and are, therefore, approximately one full negotiating
cycle ahead of our competitors. Currently, broadcasters deliver approximately 35% of all television viewing audiences but are paid
approximately 12-14% of the total basic cable programming fees. Nexstar anticipates retransmission fees will continue to increase
until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Most of our stations have a network affiliation agreement pursuant to which the network provides programming to the station

during specified time periods, including prime time, in exchange for affiliation fees paid to the networks and the right to sell a portion
of the advertising time during these broadcasts. Network affiliation fees have been increasing industry wide and we expect they will
continue to increase over the next several years.

Each station acquires licenses to broadcast programming in non-news and non-network time periods. The licenses are either
s
purchased from a program distributor for cash and/or the program distributor is allowed to sell some of the advertising inventory arr
compensation to eliminate or reduce the cash cost for the license. The latter practice is referred to as barter broadcast rights. Barter
broadcast rights are recorded at managements estimate of the value of the advertising time exchanged using historical advertising
rates, which approximates the fair value of the program material received. The programming expense is recognized over the license
period or period of usage, whichever ends earlier.

Our primary operating expenses include employee salaries, commissions and benefits, newsgathering and programming costs. A

large percentage of the costs involved in the operation of our stations and the stations we provide services to remains relatively fixed.

We guarantee full payment of all obligations incurred under Missions, Marshalls and Shields senior secured credit facilities in

the event of their default. Mission is a guarantor of our senior secured credit facility,
does not guarantee our 5.875% Notes. Marshall and Shield do not guarantee any debt within the group. In consideration of our
guarantee of Missions 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 2018 and
2027) 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.

our 6.125% Notes and our 5.625% Notes but

We do not own Mission, Marshall, White Knight, Shield, Tamer, Vaughan, WNAC, LLC or 54 Broadcasting 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 Missions, Marshalls and
Shields senior secured credit facilities,
budgeting for advertising revenue, advertising sales and, for Mission, White Knight, Shield, Vaughan, WNAC, LLC and 54
Broadcasting, hiring and firing of sales force personnel and (4) purchase options granted by Mission, White Knight, Shield, Tamer,
Vaughan, WNAC, LLC and 54 Broadcasting that permit Nexstar to acquire the assets and assume the liabilities of each of those VIEs
stations, subject to FCC consent. In compliance with FCC regulations for all the parties, each of Mission, Marshall, White Knight,
Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting maintains complete responsibility for and control over programming,
finances and personnel for their stations.

(3) our power over significant activities affecting the VIEs economic performance, including

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 ruler
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 ruler
was vacated by a fede
FCCs local television ownership rule were given until September 30, 2025 to come into compliance. In November 2017, however,
the FCC adopted an order on reconsideration that eliminated the rule. That elimination became effective on February 7, 2018,
although the FCCs November 2017 order on reconsideration remains the subject of a pending court appeal. If the Company is
ultimately required to amend or terminate its existing agreements, 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.

ral court of appeals). Parties to existing JSAs that were deemed attributable interests and did not comply with the

had been adopted in 2014 but

providing that a television

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, thet Company received $478.6 million in gross proceeds fromff
the FCC for eight stations that will share a channa
in November 2017. The station that went off the air is not expected to havea
located in a remote rural area of thet

t went onn ff the air
a significant impact on our future financial results because it is

el with another station, two that will move to a VHF channel and one that

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 of $230.8 million, some or all of which will be reimbursable. If the FCC fails
to fully reimburse thet Companys repacking costs, the Company could have increased costs related to the repacking.

In March 2014, the FCC amended its rulerr

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.

Seasonality

Advertising revenue is positively affected by national and regional political election campaigns and certain events such as the

Olympic Games or the Super Bowl. The Companys 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
congressional and presidential elections occur and from advertising aired during the Olympic Games. 2017 was not an election year
nor an Olympic year.

even-numbered years, when state,

Historical Performance

Revenue

The following table sets forth the amounts of the Companys principal types of revenue (in thousands) and each type of revenue

(other than trade and barter) and agency commissions as a percentage of total gross revenue for the years ended December 31:

Local
NNational
Political
Retransmission compensation
Digital
Other

Total gross revenue

Less: Agency commissions
Net broadcast revenue
Trade and barter revenue

Net revenue

Results of Operations

2017

Amount

913,571
356,633
31,605
995,790
230,792
17,861
2,546,252
(170,967)
2,375,285
56,681
2,431,966

%
35.9
14.0
1.2
39.1
9.1
0.7
100.0

2016

Amount

388,183
144,009
108,544
394,038
101,759
6,148
1,142,681
(85,183)
1,057,498
45,692
1,103,190

%
34.0
12.6
9.5
34.5
8.9
0.5
100.0

2015

Amount

369,313
153,607
12,716
298,023
89,902
5,384
928,945
(79,668)
849,277
47,100
896,377

%
39.8
16.5
1.4
32.1
9.7
0.5
100.0

The following table sets forth a summary of the Companys operations (in thousands) and each component of operating expense

as a percentage of net revenue:

NNet revenue
Operating expenses:

Corporate expenses
Direct operating expenses,
net of trade
Selling, general and administrative
expenses, excluding corporate
Trade and barter expense
Depreciation
Amortization of intangible assets
Amortization of broadcast rights,
excluding barter
Goodwill and intangible
assets impairment
Gain on disposal of stations, net

Total operating expenses

Income from operations

2017

2016

2015

Amount

2,431,966

%
100.0

Amount

1,103,190

%
100.0

Amount

896,377

%
100.0

125,274

5.2

51,177

4.6

44,856

5.0

978,930

40.3

371,242

33.7

293,288

32.7

466,712
56,970
100,658
159,500

19.2
2.3
4.1
6.6

62,908

2.6

19,985
(57,716)
1,913,221
518,745

0.8
(2.4 )

19.3
4.1
4.7
4.2

2.0

1.4
-

212,429
45,439
51,300
46,572

22,461

15,262
-
815,882
287,308

187,624
46,651
47,222
48,475

20.9
5.2
5.3
5.4

22,154

2.5

-
-
690,270
206,107

-
-

On January 1, 2018, the Company will adopt Accounting Standards Update No. 2014-09, Revenue from Contracts with
Customers, the new revenue accounting guidance issued by the Financial Accounting Standards Board. The adoption will result in
certain changes in the Companys revenue recognition policies and the presentation of certain revenue sources. Beginning in the first
quarter of 2018, the Company will no longer recognize barter revenue and barter expense arising from the exchange of advertising
time for certain program material. During the years ended December 31, 2017, 2016 and 2015, the Company recognized barter
revenue (and related barter expense) of $42.5 million, $34.7 million and $37.7 million, respectively. In addition, the Company will
present local, national, political and digital revenues, exclusive of the related agency commission. The change in accounting for barter
is expected to reduce the amount of future revenue and related expense. The change in the presentation of local, national, political and
digital revenues will not impact the Companys net revenue. None of the changes will impact the Companys past or future income
from operations or net income.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter we present,
the complete quarter in the current and prior years.

our legacy stations include those stations that we owned or provided services to forff
For our annual and year to date presentations, we combine the legacy stations amounts presented in each quarter.

Revenue

Gross local advertising revenue was $913.6 million for the year ended December 31, 2017, compared to $388.2 million for the

same period in 2016, an increase of $525.4 million, or 135.3%. Gross national advertising revenue was $356.6 million for the year
ended December 31, 2017 compared to $144.0 million for the same period in 2016, an increase of $212.6 million, or 147.6%. The
increase in local and national advertising revenue was primarily attributable to incremental revenue from our newly acquired stations
of $773.4 million, less decreases in revenue resulting from station divestitures of $19.2 million. Our legacy stations local and national
advertising revenue decreased by $16.1 million during the year ended December 31, 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 years ended December 31,
2017 and 2016. Overall, including past results of our newly acquired stations, automobile revenues decreased by approximately 4%
during the year. The other categories representing our top five were fast food/restaurants, furniture and medical/healthcare, which
declined this year, and attorneys, which increased in 2017.

Gross political advertising revenue was $31.6 million for the year ended December 31, 2017, compared to $108.5 million for the

same period in 2016, a decrease of $76.9 million, as 2017 was not an election year.

Retransmission compensation was $995.8 million for the year ended December 31, 2017, compared to $394.0 million for the

same period in 2016, an increase of $601.8 million, or 152.7%. The increase in retransmission compensation was attributable to
incremental revenue from our newly acquired stations of $550.9 million, less decrease in revenue resulting from station divestitures of
$14.1 million, and an increase in our legacy stations revenue of $64.9 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 orr
viewers.

f such

Digital media revenue, representing advertising revenue on our stations web and mobile sites and revenue from our other
digital operations, was $230.8 million for the year ended December 31, 2017, compared to $101.8 million for the same period in 2016,
an increase of $129.0 million or 126.8%. This was primarily attributable to the $150.0 million incremental revenue from our newly
acquired stations and entities and an increase in the revenue of our legacy stations of $4.5 million, partially offset by a decrease in
revenue as a result of rebranding and consolidation of our digital products and offerings of $24.1 million and a decrease in revenue
resulting from station divestitures of $1.4 million.

Operating Expenses

Corporate expenses, related to costs associated with the centralized management of our stations, were $125.3 million for the

year ended December 31, 2017, compared to $51.2 million for the same period in 2016, an increase of $74.1 million, or 144.8%. This
was primarily attributable to an increase in payroll, severance, bonuses and payroll related expenses of $50.5 million and an increase
in legal and professional fees of $13.9 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
$12.7 million.

Station direct operating expenses, consisting primarily of news, engineering, programming and selling, general and
administrative expenses (net of trade expense) were $1,445.6 million for the year ended December 31, 2017, compared to $583.7
million for the same period in 2016, an increase of $862.0 million, or 147.7%. The increase was primarily due to expenses of our
newly acquired stations and entities of $862.2 million, and an increase in programming costs for our legacy stations of $38.4 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 $21.2 million decrease in the direct
operating expenses of our digital media entities as a result of rebranding and consolidation of our digital products and offerings and a
$16.0 million decrease in our direct operating expenses attributable to stations divested.

Depreciation of property and equipment was $100.7 million for the year ended December 31, 2017, compared to $51.3 million

for the same period in 2016, an increase of $49.4 million, or 96.2%. The increase was primarily due to the acquisition of new assets
through our merger with Media General.

Amortization of intangible assets was $159.5 million for the year ended December 31, 2017, compared to $46.6 million for the

same period in 2016, an increase of $112.9 million, or 242.5%. 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 $62.9 million for the year ended December 31, 2017, compared to $22.5
million for the same period in 2016, an increase of $40.4 million, or 180.1%, primarily attributable to our acquisition of new broadcast
rights through our merger with Media General.

In the fourth quarter of 2017, we recorded goodwill and intangible asset impairment charges of $20.0 attributable to our digital

businesses as a result of reorganization, greater levels of competition and shortfalls from operating forecasts.

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 $241.2 million for the year ended December 31, 2017, compared to $116.1 million for the same period

in 2016, an increase of $125.1 million, or 107.8%, primarily attributable to interest on new borrowings and one-time fees associated
with the financing of our acquisitions, less decreases in interest resulting from redemptions.

Loss on Extinguishment of Debt

In January 2017, the Company refinanced its then existing term loans and revolving loans, resulting in a loss on extinguishment

of debt of $6.8 million. In February 2017, the Company called the entire principal balance of its $525.0 million 6.875% Notes,
resulting in a loss on extinguishment of debt of $22.2 million. The Company also made prepayments of its outstanding term loans
during 2017, resulting in a loss on extinguishment of debt of $5.9 million.

Income Taxes

Income tax benefit was $233.9 million for the year ended December 31, 2017, compared to an income tax expense of $77.6

million for the same period in 2016. The effective tax rates were -96.9% and 45.5% for each of the respective periods.

In 2017, the Tax Cuts and Jobs Act of 2017 was signed into law which reduces the federal corporate income tax rate fromff
to 21%. The reduction in the federal corporate income tax rate resulted in a provisional reduction of the Companys net deferred tax
liability and a corresponding recognition of income tax benefit by $322.2 million, or a decrease to the effective tax rate of 133.5%.
Other changes to the effecff
divested in 2017, the tax impact of limitation on compensation deduction, the tax impact related to domestic production activities
deduction and the tax impact of excess tax benefits related stock-based compensation which are now recognized in the income
statement pursuant to ASU No. 2016-09 (adopted as of January 1, 2017). These transactions and events resulted in a total income tax
benefit effect of $19.6 million, or a decrease to the effective tax rate of 9.5%.

tive tax rates relate to various permanent differences such as the tax impact of our previously owned stations

35%

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter we present,
the complete quarter in the current and prior years.

our legacy stations include those stations that we owned or provided services to forff
For our annual and year to date presentations, we combine the legacy stations amounts presented in each quarter.

Revenue

Gross local advertising revenue was $388.2 million for the year ended December 31, 2016, compared to $369.3 million for the
same period in 2015, an increase of $18.9 million, or 5.1%. Gross national advertising revenue was $144.0 million for the year ended
December 31, 2016, compared to $153.6 million for the same period in 2015, a decrease of $9.6 million, or 6.2%. The net increase in
local and national advertising revenue was primarily attributable to incremental revenue from our newly acquired stations and stations
we contracted with to provide programming and sales services of $36.2 million. Our legacy stations local and national advertising
revenue decreased by $26.9 million during the year ended December 31, 2016, compared to the same period in 2015, primarily due to
changes in the mix between our legacy stations local, national and political advertising revenue. Our largest advertiser category,
automobile, represented approximately 26% and 25% of our local and national advertising revenue for the years ended December 31,
2016 and 2015, respectively. Overall, including past results of our newly acquired stations, automobile revenues were flat during the
year. The other categories representing our top five were fast food/restaurants, furniture and medical/healthcare, which declined this
year, and attorneys, which increased in 2016.

Gross political advertising revenue was $108.5 million for the year ended December 31, 2016, compared to $12.7 million for the

same period in 2015, an increase of $95.8 million, as 2016 was a presidential election year.

Retransmission compensation was $394.0 million for the year ended December 31, 2016, compared to $298.0 million for the

same period in 2015, an increase of $96.0 million, or 32.2%. The increase in retransmission compensation was attributable to a $70.5
million increase on our legacy stations, primarily related to the 2016 and 2015 renewals of contracts providing for higher rates per
subscriber, and incremental revenue from our newly acquired stations of $25.5 million.

Digital media revenue, representing advertising revenue on our stations web and mobile sites and revenue from our other
digital operations, was $101.8 million for the year ended December 31, 2016, compared to $89.9 million for the same period in 2015,
an increase of $11.9 million or 13.2%. This was primarily attributable to incremental revenue from our newly acquired stations and
entities of $9.3 million and new customers for digital publishing and content management services of $6.4 million.

Operating Expenses

Corporate expenses, related to costs associated with the centralized management of our stations, were $51.2 million for the yeara

ended December 31, 2016, compared to $44.9 million for the same period in 2015, an increase of $6.3 million, or 14.1%. This was
primarily attributable to an increase in legal and professional fees of $4.2 million, primarily associated with our acquisitions of
stations and entities, and an increase in payroll expense of $1.9 million related to the increased number of stations.

Station direct operating expenses, consisting primarily of news, engineering, programming and selling, general and
administrative expenses (net of trade expense) were $583.7 million for the year ended December 31, 2016, compared to $480.9
million for the same period in 2015, an increase of $102.8 million, or 21.4%. The increase was primarily due to expenses of our newly
acquired stations and entities of $53.2 million, change in the fair value of contingent consideration related to an entity acquired in
October 2015 of $4.0 million, and an increase in programming costs for our legacy stations of $31.5 million primarily related to
recently enacted network affiliation agreements. Network affiliation fees have been increasing industry-wide and we expect they will
continue to increase over the next several years.

Depreciation of property and equipment was $51.3 million for the year ended December 31, 2016, compared to $47.2 million
for the same period in 2015, an increase of $4.1 million, or 8.6%, primarily due to the incremental depreciation of fixed assets fromff
newly acquired stations and entities of $3.7 million.

Amortization of intangible assets was $46.6 million for the year ended December 31, 2016, compared to $48.5 million for the

same period in 2015, a decrease of $1.9 million, or 3.9%. This was primarily attributable to decreases in amortization of other
intangible assets fromff
assets from our newly acquired stations and entities of $6.3 million.

certain fully amortized assets of $8.2 million, partially offset by incremental amortization of other intangible

Amortization of broadcast rights, excluding barter was flat at $22.5 million for the year ended December 31, 2016, compared to

$22.2 million for the same period in 2015.

In the fourth quarter of 2016, we recorded a goodwill impairment charge of $15.1 million in one of our digital businesses due to

operating losses, industry-wide margin compression and lower short-term future earnings expectations.

Interest Expense, net

Interest expense, net was $116.1 million for the year ended December 31, 2016, compared to $80.5 million for the same period

in 2015, an increase of $35.6 million, or 44.2%, primarily attributable to increased borrowings during 2016 and 2015 to fund our
acquisitions.

Income Taxes

Income tax expense was $77.6 million for the year ended December 31, 2016, compared to $48.7 million for the same period in
2015, an increase of $28.9 million, or 59.3%. The effective tax rates during the years ended December 31, 2016 and 2015 were 45.5%
and 38.7%, respectively. Our station acquisitions reduced our blended state tax rate in 2015 resulting in an income tax benefit of $2.4
million, or a 1.9% impact to the effective
earnout payments that increased the effective tax rate by 3.6%.

tax rate. In 2016 we booked a nondeductible goodwill impairment and nondeductible

Liquidity and Capital Resources

The Company is highly leveraged, which makes it vulnerable to changes in general economic conditions. The Companys
ability to meet the future cash requirements described below depends on its ability to generate cash in the future, which is subject
general economic, financial, competitive, legislative, regulatory and other conditions, many of which are beyond the Companys
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 twelve months as of the filing
date of this Annual Report on Form 10-K. In order to meet future cash needs the Company may, fromff
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.

time to time, borrow under its

Overview

The following tables present summarized financial information

management believes is helpful in evaluating the Companys

liquidity and capital

resources (in thousands):

NNet cash provided by operating activities(1)
NNet cash used in investing activities
NNet cash provided by (used in) financing activities(1)
NNet increase (decrease) in cash and cash equivalents
Cash paid for interest
Cash paid for income taxes, net of refunds(2)

Years Ended December 31,
2016

2015

2017

$
$
$

136,721
(2,062,072)
1,953,323
27,972
213,683
272,689

$
$
$

261,517
(140,185)
(77,068)
44,264
99,917
29,391

$
$
$

205,308
(474,341)
180,537
(88,496)
70,430
29,060

(1)

(2)

As discussed in Note 2 to our Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, the Company
adopted the FASB issued guidance related to classification on the statement of cash flows of excess tax benefits associated with st
compensation. Previously, excess tax benefits were classified as cash outflow from operating activities and cash inflow from financing
activities. Under the new guidance, excess tax benefits are now classified along with other income tax cash flows as an operating activity in
the Consolidated Statements of Cash Flows. As such, the amounts previously reported as cash flows provided by operating activities in 2016
and 2015 were increased by $13.8 million and $8.0 million, respectively. The amounts previously reported as cash flows used financing
activities in 2016 were increased by $13.8 million and the amounts previously reported as cash flows provided by financing activities in 2015
were decreased by $8.0 million.
The cash paid for income taxes, net of refunds, during the year ended December 31, 2017 includes payments totaling $180.9 million in tax
liabilities related to the proceeds received to relinquish certain spectrum and $57.0 million in tax liabilities resulting from various divestitures.
The cash paid for income taxes, net of refunds, during the year ended December 31, 2015 includes payments totaling $23.0 million in tax
liabilities assumed in or resulting from various acquisitions and sales. No payments for tax liabilities resulting from non-recurring events were
made during 2016.

tock-based

Cash and cash equivalents
Long-term debt including current portion
Unused revolving loan commitments under senior secured credit facilities(1)

As of December 31,

2017

2016

115,652
4,362,460
172,000

87,680
2,342,419
103,000

(1)

Based on the covenant calculations as of December 31, 2017, all of the $172.0 million total unused revolving loan commitments under the
Companys senior secured credit facilities were available for borrowing. On January 16, 2018, we borrowed $44.0 million revolving loans to
partially fund our acquisition of LKQD. On February 16, 2018, we repaid $20.0 million of the outstanding principal balance under our
revolving credit facility, funded by cash on hand.

Cash Flows Operating Activities

Net cash flows provided by operating activities decreased by $124.8 million during the year ended December 31, 2017
compared to the same period in 2016. This was primarily attributable to an increase in payments for tax liabilities of $243.3 million,
primarily related to tax payments resulting from the sale of stations of $57.0 million and tax payments related to the proceeds from
spectrum auction of $180.9 million, an increase in cash paid forff
payments to vendors of $64.1 million, use of cash resulting from timing of accounts receivable collections of $28.5 million and an
increase in payments for broadcast rights of $39.5 million. These transactions were partially offset by an increase in net revenue
(excluding trade and barter) of $1.318 billion less an increase in station and corporate operating expenses (excluding non-cash
transactions) of $927.5 million.

interest of $113.8 million, use of cash resulting from timing of

Cash paid for interest increased by $113.8 million during the year ended December 31, 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.

Net cash flows provided by operating activities increased by $56.2 million during the year ended December 31, 2016 compared
to the same period in 2015. This was primarily due to an increase in net revenue (excluding trade and barter) of $208.2 million less an
increase in station and corporate operating expenses (excluding non-cash transactions) of $106.6 million, and source of cash resulting
from timing of accounts receivable collections of $3.0 million. These transactions were partially offset by timing of payments to
vendors of $15.3 million and an increase in cash paid for interest of $29.5 million.

Cash paid for interest increased by $29.5 million during the year ended December 31, 2016 compared to the same period in

2015. The increase was primarily due to increased borrowings during 2016 to fund our acquisitions.

Cash Flows Investing Activities

Net cash flows used in investing activities increased by $1.922 billion during the year ended December 31, 2017 compared to

the same period in 2016.

Net cash flows used in investing activities decreased by $334.2 million during the year ended December 31, 2016 compared to

the same period in 2015.

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 Generals certain then existing indebtedness as part of the acquisition purchase price. In 2017, we also completed our
acquisition of certain assets of a station for $4.1 million in cash. 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
$20.0 million in proceeds from disposal of assets, primarily the sale of a real estate property, and withdrew amounts previously
deposited in an escrow account of $5.1 million.

During the year ended December 31, 2017, capital expenditures increased by $40.6 million compared to the same period in

2016, primarily due to capital expenditures for newly acquired stations.

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. We also pre-funded interest
on our 5.625% Notes of $5.1 million, which was deposited in an escrow account.

During the year ended December 31, 2016, capital expenditures increased by $2.8 million compared to the same period in 2015,

primarily due to capital expenditures for newly acquired stations.

In 2015, we completed the acquisitions of Communications Corporation of America, KASW, Yashi, Inc. (Yashi), KLAS and

Kixer, Inc. for total payments of $467.3 million. We also paid deposits totaling $8.7 million upon signing purchase agreements in
2015 to acquire television stations from Reiten and WVMH. These cash payments were partially offset by the sale of a station
acquired from Communications Corporation of America for $26.8 million in cash and certain real estate properties we owned for $2.1
million in cash.

Cash Flows Financing Activities

Net cash flows provided by financing activities increased by $2.030 billion during the year ended December 31, 2017 compared

to the same period in 2016.

Net cash flows provided by financing activities decreased by $257.6 million during the year ended December 31, 2016

compared to the same period in 2015.

In 2017, the Company borrowed term loans, net of debt discount, of $3.531 billion, drew $3.0 million under a revolving loan

and received the gross proceeds from our $900.0 million 5.625% Notes previously deposited in an escrow account. We also received
$8.2 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 $670.8 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 $260.0 million outstanding principal balances under our term loans, scheduled repayments of outstanding
principal balance under our, Missions, Marshalls and Shields term loans of $12.2 million, 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, repurchases of our Class A Common Stock of $99.0 million, payments of
dividends to our common stockholders of $55.9 million ($0.30 per share each quarter), payments for contingent consideration related
to acquisitions of $263.6 million, payments forff
shares of Nexstar common stock withheld of $4.1 million.

capital lease obligations of $7.1 million and cash payment for taxes in exchange forff

In 2016, we borrowed a total of $58.0 million under our revolving credit facility to fund our acquisitions. We also received $1.2
million proceeds from stock option exercises. These cash flow increases were partially offset by repayments of outstanding obligations
under our revolving credit facility
ff
debt financing costs of $20.7 million, payments of dividends to our common
Marshalls term loans of $22.1 million, payments forff
stockholders of $29.4 million ($0.24 per share each quarter), payments for contingent consideration related to an entity acquired in
October 2015 of $2.0 million, payments for capital lease obligations of $3.3 million and distribution to a noncontrolling interest of
$0.6 million.

of $58.0 million, scheduled repayments of outstanding principal balance under our, Missions and

In 2015, we completed the sale and issuance of $275.0 million 6.125% Notes due 2022, at par. We also borrowed a total amount

of $144.9 million under our revolving credit facility. These borrowings were used to partially finance the acquisitions of
Communications Corporation of America, KASW, Yashi, KLAS and Kixer and to pay forff
$3.4 million proceeds from stock option exercises. Additionally, Marshall borrowed $2.0 million under its revolving credit facility.
These cash flow increases were partially offset by repurchases of our Class A common stock of $48.7 million, scheduled repayments
of outstanding principal balance under our, Missions and Marshalls term loans of $15.8 million, repayments of outstanding
obligations under the Companys revolving credit facilities
$23.7 million ($0.19 per share each quarter), payments for debt financing costs of $3.2 million and payments for capital lease
obligations of $3.0 million.

of $150.4 million, payments of dividends to our common stockholders of

related fees and expenses. We also received

Future Sources of Financing and Debt Service Requirements

As of December 31, 2017, the Company had total combined debt of $4.4 billion, which represented 73.5% of the Companys

combined capitalization. The Companys 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 the senior secured credit facilities, all of
to access
depends, in part, on our compliance with certain financial covenants. Any additional

which were available for borrowing, based on the covenant calculations as of December 31, 2017. The Companys ability
funds under its senior secured credit facilities
drawings under the senior secured credit facilities will reduce the Companys future
unused revolving loan commitments.

borrowing capacity and the amount of total

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
December 31, 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 to relinquish certain spectrum of Media General in

the previously 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
to the spectrum auction proceeds. As of December 31, 2017, the estimated remaining amount of CVR payable to the holders was
$12.4 million, which will be paid when actual transactions costs related to the spectrum are known but no later than five years.

of the estimated amounts due. Through December 2017, we paid $180.9 million in taxes related

On January 16, 2018, the Company completed its previously announced acquisition of the outstanding equity of LKQD for an

initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on
hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive up to a maximum fof
$35.0 million in cash payments if certain performance targets are met during the calendar year 2019.

On February 2, 2018, Nexstars Board of Directors declared a quarterly dividend of $0.375 per share of its Class A common

stock. The dividend was paid on March 2, 2018 to stockholders of record on February 16, 2018.

February 1, 2018, we prepaid $20.0 million of the outstanding principal balance under our Term Loan B, funded yby cash on

hand.

On February 16, 2018, we repaid $20.0 million of the outstanding principal balance under our revolving credit facility,

funded
d

bby cash on hand.

The following table summarizes the approximate aggregate amount of principal indebtedness scheduled to mature for the

periods referenced as of December 31, 2017 (in thousands):

Total
$ 2,544,371
230,841
53,026
24,184
400,000
275,000
900,000
$ 4,427,422

2018

2019-2020

36,244
2,314
53,026
1,224
-
-
-
92,808

97,318
4,628
-
3,245
-
-
-
105,191

2021-2022
621,377
$
4,628
-
19,715
400,000
275,000
-
$ 1,320,720

Thereafter
$ 1,789,432
219,271
-
-
-
-
900,000
$ 2,908,703

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, Missions, Marshalls and
Shields senior secured credit facilit
selected.

ies are generally paid every one to three months and are payable based on the type of interest rate

The terms of our, Missions, Marshalls and Shields 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 Companys 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
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 December 31, 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 fromff

calculated on a quarterly basis, is based on our combined results. The

December 31, 2017.

No Off-Balance Sheet Arrangements

As of December 31, 2017, we did not have any relationships with unconsolidated entities or financial partnerships, such as
or variable interest entities, which would have been established for the purpose of

entities often referred to as structured finance
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 Companys contractual obligations as of December 31, 2017, and the effect

such obligations are

expected to have on the Companys liquidity and cash flow in future periods (in thousands):

NNexstar senior secured credit facility
Mission senior secured credit facility
Marshall senior secured credit facility
Shield senior secured credit facility
5.875% senior unsecured notes due 2022
6.125% senior unsecured notes due 2022
5.625% senior unsecured notes due 2024
Cash interest on debt(1)
NNetwork affiliation agreements
Broadcast rights current cash commitments(2)
Broadcast rights future cash commitments
Executive employee contracts(3)
Estimated benefit payments fromff
assets(4)
Operating lease obligations
Capital lease obligations
Other

Company

Total
$ 2,544,371
230,841
53,026
24,184
400,000
275,000
900,000
1,105,549
1,463,363
24,056
83,316
54,567

306,776
120,857
26,081
81,565
$ 7,693,552

2018

2019-2020

36,244
2,314
53,026
1,224
-
-
-
197,732
456,802
8,438
44,263
23,891

31,045
19,395
1,753
36,738
912,865

97,318
4,628
-
3,245
-
-
-
389,375
785,625
10,507
36,741
27,724

63,201
33,361
3,551
33,183
1,488,459

2021-2022
621,377
$
4,628
-
19,715
400,000
275,000
-
356,373
220,936
4,347
1,771
2,952

62,152
23,217
3,646
10,135
$ 2,006,249

Thereafter
$ 1,789,432
219,271
-
-
-
-
900,000
162,069
-
764
541
-

150,378
44,884
17,131
1,509
$ 3,285,979

(1)

(2)

(3)
(4)

Estimated interest payments due, as if all debt outstanding as of December 31, 2017, remained outstanding until maturity, based on interest
rates in effect at December 31, 2017.
Excludes broadcast rights barter payable commitments recorded on the Consolidated Financial Statements as of December 31, 2017 in the
amount of $22.2 million.
Includes the employment contracts for all corporate executive employees and general managers of our stations.
Actuarially estimated benefit payments under pension and other benefit plans expected to be funded
Excess Plan and OPEB).

directly from Company assets (i.e. SERP,

As of December 31, 2017, we had $23.3 million of gross unrecognized tax benefits. This liability represents an estimate of tax

positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination by the tax authorities.
The resolution of these tax positions may not require cash settlement due to the existence of federal and state NOLs.

Critical Accountingii

Policies and Estimatestt

Our 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 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 compensation, trade and barter, pension and postretirement benefits 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.

For an overview of our significant accounting policies, we refer you to Note 2 to our Consolidated Financial Statements in Part

IV, Item 15 of this Annual Report on Form 10-K. We believe the following critical accounting policies are those that are the most
important to the presentation of our Consolidated Financial Statements, affect our more significant estimates and assumptions, and
require the most subjective or complex judgments by management.

Consolidation of Variable Interest Entities

We regularly evaluate our local service agreements and other arrangements where we may have variable interests to determine
whether we are the primary beneficiary of a VIE. Under U.S. GAAP, a company must consolidate an entity when it has a controlling
financial interest resulting from ownership of a majority of the entitys voting rights. Accounting rules expanded the definition of
controlling financial interest to include factors other than equity ownership and voting rights.

In applying accounting and disclosure requirements, we must base our decision to consolidate an entity on quantitative and
qualitative factors that indicate whether or not we are absorbing a majority of the entitys economic risks or receiving a majority of the
entitys economic rewards. Our evaluation of the power and economics model must be an ongoing process and may alter as facts
and circumstances change.

Mission, Marshall, White Knight, Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting are included in our Consolidated

Financial Statements because we are deemed to have controlling financial interests in these entities as VIEs for financial reporting
purposes as a result of (1) local service agreements we have with the stations they own, (2) our guarantee of the obligations incurred
under Missions, Marshalls and Shields 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, WNAC, LLC and 54 Broadcasting, hiring and firing of sales force
personnel and (4) purchase options granted by Mission,
White Knight, Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting that permit Nexstar to acquire the assets and assume the
liabilities of each of those VIEs stations, subject to FCC consent. These purchase options are freely exercisable or assignable by
Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2018 and 2027. We
expect to renew these option agreements upon expiration. Therefore, these VIEs are consolidated into these financial statements.

Valuation of Goodwill and Intangible Assets

Intangible assets represented $5.5 billion, or 73.4%, of our total assets as of December 31, 2017. Intangible assets consist
primarily of goodwill, FCC licenses, network affiliation agreements, developed technology and customer relationships arising from
acquisitions. The purchase prices of acquired businesses are allocated to the assets and liabilities acquired at estimated fair values at
the date of acquisition using various valuation techniques, including discounted projected cash flows, the cost approach
income approach. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future
growth rates, and estimated discount rates. The excess of the purchase price over the fair value of net assets acquired is recorded as
goodwill. If the fair value of these assets is less than the carrying value, we may be required to record an impairment charge.

and the

We test our goodwill and FCC licenses in our fourth quarter each year, or whenever events or changes in circumstances indicate
that such assets might be impaired. We first assess the qualitative factors to determine the likelihood of our goodwill and FCC licenses
being impaired. Our qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory
environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other
events or circumstances specific to the reporting unit or the FCC licenses. If it is more likely than not that the fair value of a reporting
unit or an FCC license is greater than their respective carrying amounts, no further testing will be required. Otherwise, we will apply
the quantitative impairment test method.

The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amount with the

fair value, using a discounted cash flow valuation method, assuming a hypothetical startup scenario.

value approach). If the fair value of the reporting unit exceeded its carrying amount, goodwill was not considered impaire .d.

In prior years, the quantitative impairment test for goodwill utilized a two-step fair value approach. The first step of the goodwill
quantitative impairment test compared the fair value of the reporting unit to its carrying amount, including goodwill. The fair value of
a reporting unit was determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted
cash flow model reflected historical performance of the reporting unit and the prevailing values in the markets for broadcasters
(enterprise
r
If the carrying amount of the reporting unit exceeded its fair value, the second step of the goodwill impairment test was performed to
measure the amount of impairment loss, if any. The second step of the goodwill impairment test compared the implied fair value of
goodwill with the carrying amount of that goodwill. The implied fair value of goodwill was determined by performing an assumed
purchase price allocation, using the reporting units fair
value (as determined in the first step described above) as the purchase price. If
the carrying amount of goodwill exceeded the implied fair value, an impairment loss was recognized in an amount equal to that excess
but not more than the carrying value of goodwill. In 2017, we early adopted ASU No. 2017-04, Simplifying the Test for Goodwill
Impairment (ASU 2017-04), which simplified the measurement of goodwill impairment by removing the second step of the goodwill
impairment test that required a hypothetical purchase price allocation. Under ASU 2017-04, the annual, or interim, goodwill
impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting
unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less
than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting units
fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

We test our finite-lived intangible assets whenever events or circumstances indicate that their carrying amount may not be

recoverable, relying on a number of factors including operating results, business plans, economic projections and anticipated future
cash flows. Impairment in the carrying amount of a finite-lived
flow derived from the operations to which the asset relates is less than its carrying value.

intangible asset is recognized when the expected future operating cash

Following our merger with Media General in January 2017, our broadcast operations increased from 60 television station
markets to 100 television station markets. Our digital businesses also increased from two reporting units to four reporting units.
Historically, we considered each television station market as a reporting unit forff
testing because management views, manages and evaluates its stations on a market basis. In connection with the merger, we
reorganized our organizational structure to focus on the overall broadcast business and the overall digital business. This change
allowed the aggregation of television station markets into one broadcast business reporting unit. Our four reporting units within our
digital business are not economically similar, and therefore, not aggregated.

purposes of goodwill and FCC license impairment

Because of the change in our broadcast business organizational structure, we evaluated the goodwill immediately prior to the

reorganization, using the one-step qualitative analysis approach, and concluded that there was no impairment on our broadcast
business. The aggregate goodwill of each television station market was then assigned to the single broadcast business reporting unit.
Our impairment tests for FCC licenses remained at the television station market level. In the fourth quarter of 2017, we performed
annual impairment tests on goodwill and legacy FCC licenses attributable to our broadcast business, using the one-step quantitative
approach. The fair value of our broadcast reporting unit exceeded its carrying amount by a margin of approximately 52%. In addition,
all of the fair values of our FCC licenses on which we elected to perform quantitative impairment tests exceeded their carrying
amounts by an overall margin of 149%, representing a range of 28% to 4,717%. With respect to FCC licenses that were newly
acquired and consolidated through our merger with Media General, we performed our annual impairment tests using the qualitative
analysis approach and concluded that it was more likely than not that their fair values would sufficiently exceed the carrying amounts.

our

The assumptions used in the valuation testing have certain subjective components including anticipated future operating results

and cash flows based on our own internal business plans as well as future expectations about general economic and local market
conditions. We utilized the following assumptions in our quantitative impairment testing for the year ended December 31, 2017:

Revenue growth rates (goodwill) / market revenue share (FCC licenses)
Operating profit margins
Discount rate
Tax rate
Capitalization rate

Goodwill
(3.2)% - 8.4%
34.8% - 38.2%
9.75%
26.1%
7.75%

FCC Licenses
1.9% to 37.0%
9.7% - 29.0%
9.75%
22.2% - 30.5%
7.25% - 8.25%

In the fourth quarter of 2017, we reorganized our digital businesses, which reduced the reporting units from four to three.

operating forecasts and increased levels of competition, we evaluated the
Because of this change, and as a result of shortfalls fromff
goodwill of the reporting units immediately prior to the reorganization and after the reorganization, using the one-step quantitative
analysis approach. These analyses resulted in total impairment charges of $11.5 million. The goodwill of our digital businesses, after
the impairment charge, was allocated to the new reporting units using the relative fair value method. As of December 31, 2017, the
total remaining goodwill of our digital businesses was $19.9 million.

The one-step quantitative analyses for our digital businesses was performed using a combination of a discounted cash flows
analysis and other valuation techniques, including the following key assumptions: (i) compound annual growth rate ranging from 5.0%
to 11.3% based on management projections and industry trends, (ii) operating profit margins in the initial year ranging from (1.5)% to
10% driven by planned development activities, increasing to 4.7% to 20.0% reflecting a mature operating model, (iii) discount rate fof
15.5% based on an analysis of digital media companies, (iv) income tax rate of 21.0% to 28.7% based on statutory federal and bl
ended
d
state tax rates, and (v) terminal growth rate of 2.5% based on a mature company in the digital media industry.

Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected

future cash flows and market trends. If the assumptions used in our analysis are not realized, it is possible that an additional
impairment charge may need to be recorded in the future.
goodwill or other intangible assets. Further, we will need to continue to evaluate the carrying value of our goodwill and any additional
impairment charges that we may take in the future could have an impact on our results of operations and financial condition. We will
actively monitor the results of these reporting units in future quarters.

We cannot accurately predict the amount and timing of any impairment of

In conjunction with the goodwill impairment analyses, we also performed quantitative tests to determine whether these digital

reporting units finite-lived assets are recoverable. Based on the analysis of estimated undiscounted future pre-tax cash flows expected
to result from the use of these assets, we determined that the carrying values were not fully recoverable. The assets fair values were
then estimated, which resulted in an impairment charge of $8.5 million. No other events or circumstances were noted in 2017 that
would indicate impairment of finite-lived assets.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make

required payments. We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances
where we are aware of a specific customers inability to meet its financial obligations, we record a specific reserve to reduce the
amounts recorded to what we believe will be collected. If the financial condition of our customers were to deteriorate, resulting in
their inability to make payments, additional allowances may be required. The allowance for doubtful accounts was $5.7 million and
$13.4 million as of December 31, 2017 and 2016, respectively.

Broadcast Rights Carrying Amount

We record broadcast rights contracts as an asset and a liability when the license period has begun, the cost of each program is

known or reasonably determinable, we have accepted the program material, and the program is produced and available for broadcast.
Cash broadcast rights are initially recorded at the contract cost. Barter broadcast rights are recorded at fair value, which is estimated
by using average historical advertising rates for the time periods where the programming will air. Broadcast rights are amortized on a
straight-line basis over the period the programming airs. The current portion of broadcast rights represents those rights available for
broadcast which will be amortized in the succeeding year. At least quarterly, we evaluate the net realizable value, calculated using the
average historical rates for the programs or the time periods the programming will air, of our broadcast rights and adjust amortization
in that quarter forff
$17.2 million and non-current broadcast rights were $27.3 million.

any deficiency calculated. As of December 31, 2017, the carrying amounts of our current broadcast rights were

Pension plans and postretirement benefits

•

discount rates

expected return on plan assets

mortality rates

health care cost trends

retirement rates

expected contributions

The expected rate of return on plan assets is 7.25%. The discount rate at year end was 3.49%. A one percentage-point increase in
the discount rate would have decreased the net periodic benefit by approximately $2.0 million and would have decreased the projected
benefit obligation by approximately $46.0 million. A one percentage-point decrease in the discount rate would have raised the net
periodic benefit by approximately
million.

$3.5 million and would have increased the projected benefit obligation by approximately $55

Retransmission Revenue

We earn revenues fromff

local cable providers, DBS services and other MVPDs for the retransmission of our broadcasts. These
revenues are generally earned based on a price per subscriber of the MVPD within the retransmission area. The MVPDs report their
subscriber numbers to us generally on a 30- to 60-day lag, generally upon payment of the fees due to us. Prior to receiving the MVPD
reporting, we record revenue based on managements estimate of the number of subscribers, utilizing historical levels and trends of
subscribers for each MVPD.

Trade and Barter Transactions

We trade certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of

the goods or services received. We barter advertising time for certain program material. These transactions, except those involving
exchanges of advertising time for network programming, are recorded at managements estimate of the fair value of the advertising
time exchanged, which approximates the fair value of the program material received. The fair value of advertising time exchanged is
estimated by applying average historical advertising rates for specific time periods. We recorded barter revenue of $42.5 million,
$34.7 million and $37.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. Trade revenue of $14.2 million,
$11.0 million and $9.4 million was recorded for the years ended December 31, 2017, 2016 and 2015, respectively. We incurred trade
and barter expense of $57.0 million, $45.4 million and $46.7 million for the years ended December 31, 2017, 2016 and 2015,
respectively.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and
liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be realized. While we have considered future taxable income in
assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of
our deferred tax assets in the future,
determination was made. Section 382 of the Code, generally imposes an annual limitation on the amount of NOLs that may be used to
offset taxable income when a corporation has undergone significant changes in stock ownership. Ownership changes are evaluated as
they occur and could limit the ability
limitations.

to use NOLs. The Company does not expect any NOLs to expire as a result of Section 382

an adjustment to the valuation allowance would be charged to income in the period such a

The ability to use NOLs is also dependent upon the Companys ability

to generate taxable income. The NOLs could expire prior

to their use. To the extent the Companys use of NOLs is significantly limited, the Companys income could be subject to corporate
income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Companys financ
ial results
and operations. Changes in ownership are largely beyond our control and we can give no assurance that we will continue to have
realizable NOLs.

We recognize the tax benefit fromff

an uncertain tax position only if it is more likely than not that the tax position will be

sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes
that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.
We recognize interest and penalties relating to income taxes as components of income tax expense.

Recent Accounting Pronouncements

Refer to Note 2 of our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K for a
discussion of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations
and financial position.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations.

The term loan borrowings under the Companys senior credit facilities

ff
December 31, 2017, which represented the base rate, or the London Interbank Offered Rate (LIBOR), plus the applicable margin, as
defined. The revolving loans bear interest at LIBOR plus the applicable margin, which totaled 3.56% at December 31, 2017. Interest is
payable in accordance with the credit agreements.

bear interest at rates ranging from 3.56% to 4.06% as of

Including the impact of the LIBOR floor on certain of the Companys term loans, an increase in LIBOR of 100 basis points (one

percentage point) from the December 31, 2017 level would increase the Companys annual interest expense and decrease cash flow
from operations by $28.5 million, based on the outstanding balance of its credit facilities as of December 31, 2017. An increase in
LIBOR of 50 basis points (one-half of a percentage point) would result in a $14.2 million increase in the Companys annual interest
expense and decrease in cash flows from operations. If LIBOR were to decrease either by 100 basis points or 50 basis points, the
Companys annual interest would decrease and cash flows
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 December 31, 2017, we have no financial instruments in place to hedge against changes in the
benchmark interest rates on our senior credit facilities.

from operations would increase by $28.5 million and $14.2 million,

Impact of Inflation

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

Item 8.

Financial Statements and Supplementary Data

Our Consolidated Financial Statements are filed with this report. The Consolidated Financial Statements and Supplementary

Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Nexstars 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 Annual Report of the effectiveness
operation of Nexstars disclosure controls and procedures as defined in RulesRR

of the design and
13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, Nexstars President and Chief Executive Officer and its Chief Financial Officer concluded that as of

December 31, 2017, Nexstars disclosure controls and procedures were effective in providing reasonable assurance that information
required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in the SECs rules
and forms and (ii) is accumulated and communicated to Nexstars
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

During the quarterly period as of the end of the period covered by this report, there have been no changes in Nexstars internal

control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over
financial reporting.

Managements R

eport on Internal Control over Financial Reporting

Nexstars management is responsible for establishing and maintaining adequate internal control over financial

reporting as

defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP. Management assesses the effectiveness of our internal control over financial reporting as of
December 31, 2017 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Controlll

Framework (2013).

Integrated

We have excluded Media General, as well as five VIEs that are now consolidated by the Company as a result of the acquisition,
from our assessment of internal control over financial reporting as of December 31, 2017, because Media General was acquired by the
Company in a purchase business combination during 2017. The total assets and total revenues of Media General and the five VIEs that
are now consolidated by the Company as a result of the acquisition that are excluded from our assessment of internal control over
financial reporting collectively represent approximately 12.0% and 58.1%, respectively, of the related consolidated financial statement
amounts as of and for the year ended December 31, 2017. Media General represents approximately
11.5% and 57.6%, respectively, of
the related consolidated financial statement amounts as of and for the year ended December 31, 2017.

Based on managements assessment, we have concluded that our internal control over financial reporting was effective as of

December 31, 2017.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal

control over financial reporting as of December 31, 2017 as stated in their report which appears herein.

Item 9B.

Other Information

None.

Item 10.

Directors, Executive Officers and Corporate Governance

PART III

Information concerning directors that is required by this Item 10 will be set forth in the Proxy Statement to be provided to
stockholders in connection with our 2018 Annual Meeting of Stockholders (the Proxy Statement) or in an amendment to this Annual
Report on Form 10-K under the headings Directors and Section 16(a) Beneficial Ownership Reporting Compliance, which
information is incorporated herein by reference.

Item 11.

Executive Compensation

Information required by this Item 11 will be set forth in the Proxy Statement under the headings Compensation of Named
Executive Officers and Compensation of Directors, which information is incorporated herein by reference. Information specified in
Items 402(k) and 402(l) of Regulation S-K and set forth in the Proxy Statement is incorporated by reference.

Item 12.

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

Information required by this Item 12 will be set forth in the Proxy Statement under the headings Beneficial Ownership of
Nexstar Common Stock, and Compensation of Named Executive Officers, which information is incorporated herein by reference.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item 13 will be set forth in the Proxy Statement under the heading Certain Relationships and

Related Person Transactions, which information is incorporated herein by reference.

Item 14.

Principal Accountant Fees and Services

Information required by this Item 14 will be set forth in the Proxy Statement under the heading Ratification of the Selection of

Independent Registered Public Accounting Firm, which information is incorporated herein by reference.

Item 15.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

PART IV

(1) Consolidated Financial Statements. The Consolidated Financial Statements of Nexstar Media Group, Inc. listed on the

index on page F-1 have been included beginning on page F-3 of this Annual Report on Form 10-K.

The audited Financial Statements of Mission Broadcasting, Inc. as of December 31, 2017 and 2016 and for each of the
three years in the period ended December 31, 2017, as filed in Mission Broadcasting, Inc.s Annual Report on Form 10-K,
are incorporated by reference in this report.

(2)

(3)

Financial Statement Schedules. The schedule of Valuation and Qualifying Accounts appears in Note 17 to the
Consolidated Financial Statements filed as part of this report.

Exhibits. The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed,
furnished or incorporated into this Annual Report on Form 10-K by reference, as applicable.

Item 16.

Form 10-K Summary

Not applicable.

Exhibit
Number

2.1

3.1

3.2

3.3

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

10.1

10.2

Exhibit Index

Exhibit Description

Agreement and Plan of Merger, dated as of January 27, 2016, by and between Nexstar Media Group, Inc., Media
General, Inc., and Neptune Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K
(File No. 000-50478) filed by Nexstar Media Group, Inc. on January 28, 2016). +
Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. (Incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-4 (File No. 333-190283) filed by Nexstar Broadcasting, Inc.).
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.
(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media
Group, Inc. on January 17, 2017).
Amended and Restated By-Laws of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current
Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 30, 2013).
Specimen Class A Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Amendment No. 6 to
Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Indenture, dated as of January 29, 2015, among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., as a
guarantor, Mission Broadcasting, Inc., as a guarantor, and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media
Group, Inc. on January 30, 2015).
Form of Senior Note (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478)
filed by Nexstar Media Group, Inc. on January 30, 2015).
Indenture, dated as of July 27, 2016, between Nexstar Escrow Corporation, as issuer, and Wells Fargo Bank, National
Association, as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478)
filed by Nexstar Media Group, Inc. on July 29, 2016).
Form of Senior Note (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478)
filed by Nexstar Media Group, Inc. on July 29, 2016).
First Supplemental Indenture, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., as issuer, the
guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit
4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017).
Indenture, dated as of November 5, 2014, by and between Media General Financing Sub, Inc. (to be merged with and
into Lin Television Corporation) and The Bank of New York Mellon (Incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K (File No. 001-06383) filed by Media General, Inc. on November 5, 2014).
Form of 5.875% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
(File No. 001-06383) filed by Media General, Inc. on November 5, 2014).
Supplemental Indenture, dated as of December 19, 2014, among Media General, Inc. (formerly known as Mercury
New Holdco, Inc.), the additional guarantors named therein, LIN Television Corporation and The Bank of New York
Mellon, as Trustee, amending the Indenture, dated as of November 5, 2014, incorporated by reference to Exhibit 4.1
to Media General Inc.s Form 8-K filed December 23, 2014.
Second Supplemental Indenture, dated as of November 4, 2015, among Media General, Inc., Dedicated Media, Inc.,
the other guarantors party thereto and The Bank of New York Mellon, as Trustee, amending the Indenture dated as of
November 5, 2014, as supplemented (Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q (File
No. 001-06383) filed by Media General, Inc. on November 6, 2015).
Third Supplemental Indenture, dated as of January 17, 2017, by and among Lin Television Corporation, as issuer, the
guarantors party thereto, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.5 to
Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017).
Fourth 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.).
Voting and Support Agreement, dated as of January 27, 2016, by and between Nexstar Media Group, Inc., Media
General, Inc. and the other parties thereto. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
(File No. 000-50478) filed by Nexstar Media Group, Inc. on January 28, 2016).
Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Media Group, Inc. and
American Stock Transfer & Trust Company, LLC as rights agent (Incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017).

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

Commitment Letter, dated as of January 27, 2016, by and among Nexstar Media Group, Inc., Bank of America, N.A.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Credit Suisse AG,
Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar
Media Group, Inc. on January 28, 2016).
Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Group, Inc., as a holding company,
Nexstar Broadcasting, Inc., as the borrower, Bank of America, N.A., as the administrative agent, the collateral agent, a
letter of credit issuer and a swing line lender and other financial institutions from time to time party thereto
(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar
Media Group, Inc. on January 17, 2017).
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).
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.).
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).
Credit Agreement, dated as of January 17, 2017, by and among Marshall Broadcasting Group, 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.*
Credit Agreement, dated as of January 17, 2017, by and among Marshall Broadcasting 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.*
Credit Agreement, dated as of January 17, 2017, by and among WXXA-TV LLC and WLAJ-TV LLC, as the
borrower, Shield Media Lansing LLC and Shield Media LLC, as holding companies, and Bank of America, N.A., as
the administrative agent and the collateral agent and other financial institutions from time to time party thereto.*
Credit Agreement, dated as of January 17, 2017, by and among WXXA-TV LLC and WLAJ-TV LLC, as the
borrower, Shield Media Lansing LLC and Shield Media LLC, as holding companies, and Bank of America, N.A., as
the administrative agent and the collateral agent and other financial institutions from time to time party thereto, as
amended by that Amendment No. 1, dated as of July 19, 2017.*
Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Media
Group, Inc., as amended on January 5, 1999. (Incorporated by reference to Exhibit 10.11 to Registration Statement on
Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.).
Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-62916)
filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.).
Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and
Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.55 to Amendment No. 2 to Registration Statement
on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar
Media Group, Inc. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 (File No. 333-
86994) filed by Nexstar Media Group, Inc.).
Addendum to Employment Agreement, dated as of July 2, 2007, by and between Perry A. Sook and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June
30, 2007 (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 8, 2007).
Addendum to Executive Employment Agreement between Perry A. Sook and Nexstar Media Group, Inc.
(Incorporated by reference to Exhibit 10.93 to Annual Report on Form 10-K (File No. 000-50478) filed by Nexstar
Media Group, Inc. on March 31, 2009).
Addendum to Executive Employment Agreement, dated as of September 11, 2012, between Perry A. Sook and
Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-
50478) filed by Nexstar Media Group, Inc. on September 17, 2012).
Amendment to Executive Employment Agreement, dated as of January 29, 2015 between Perry A. Sook and Nexstar
Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478)
filed by Nexstar Media Group, Inc. on February 5, 2015).

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

10.34

10.35

10.36

10.37

10.38

Executive Employment Agreement, dated as of July 13, 2009, by and between Thomas E. Carter and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed
by Nexstar Media Group, Inc. on August 12, 2009).
Amendment to the Executive Agreement between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on
August 1, 2014).
Amendment to Executive Employment Agreement, dated as of January 9, 2017, between Thomas E. Carter and
Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-
50478) filed by Nexstar Media Group, Inc. on January 13, 2017).
Executive Employment Agreement between Timothy Busch and Nexstar Media Group, Inc. (Incorporated by
reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Media Group, Inc.
on August 12, 2008).
Amendment to the Executive Employment Agreement, dated as of May 31, 2013, between Timothy C. Busch and
Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-
50478) filed by Nexstar Media Group, Inc. on June 6, 2013).
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.)
Executive Employment Agreement between Brian Jones and Nexstar Media Group, Inc. (Incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Media Group, Inc. on August
12, 2008).
Amendment to the Executive Employment Agreement, dated as of May 31, 2013, between Brian Jones and Nexstar
Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478)
filed by Nexstar Media Group, Inc. on June 6, 2013).
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.).
Executive Employment Agreement, dated as of April 1, 2017, between Gregory Raifman and Nexstar Media Group,
Inc.*
Stock Option Agreement, dated as of November 29, 2011, by and among Mission Broadcasting, Inc., Nancie J. Smith,
Dennis Thatcher and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.44 to Annual Report on
Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Option Agreement, dated as of November 30, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar
Broadcasting Group, L.L.C. (WFXP) (Incorporated by reference to Exhibit 10.47 to Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Option Agreement, dated as of November 15, 2014, by and between Mission Broadcasting Inc. and
Nexstar Broadcasting, Inc. (WFXP) (Incorporated by reference to Exhibit 10.37 to Annual Report on Form 10-K (File
No. 000-50478) filed by Nexstar Media Group, Inc. on March 2, 2015).
Time Brokerage Agreement, dated as of April 1, 1996, by and between SJL Communications, L.P. and NV
Acquisitions Co. (WFXP - WJET) (Incorporated by reference to Exhibit 10.48 to Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Time Brokerage Agreement, dated as of July 31, 1998, between SJL Communications, L.P. and NV
Acquisitions Co. (WFXP - WJET) (Incorporated by reference to Exhibit 10.49 to Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Time Brokerage Agreement, dated as of July 17, 2006, between Nexstar Broadcasting, Inc. and
Mission Broadcasting, Inc. (WFXP - WJET) (Incorporated by reference to Exhibit 10.21 to Annual Report on Form
10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Letter, notifying Mission Broadcasting, Inc. of the election to extend Time Brokerage Agreement (WFXP - WJET)
(Incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2011
(File No. 000-50478) filed by Nexstar Media Group, Inc.).
Amendment to Time Brokerage Agreement, dated as of August 2, 2016, by and between Mission Broadcasting, Inc.
and Nexstar Broadcasting, Inc. (WFXP) (Incorporated by reference to Exhibit 10.16 to Quarterly Report on Form 10-
Q forff
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and
Nexstar Broadcasting, Inc. (KHMT) (Incorporated by reference to Exhibit 10.66 to Annual Report on Form 10-K for
the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).

the period ended March 31, 2016 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.39

10.40

10.41

10.42

10.43

10.44

10.45

10.46

10.47

10.48

10.49

10.50

10.51

10.52

10.53

10.54

Option Agreement, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and
Nexstar Broadcasting of Wichita Falls, L.P. (KJTL and KJBO-LP (Incorporated by reference to Exhibit 10.42 to
Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Option Agreements, dated as of October 18, 2002, among Mission Broadcasting, Inc., David Smith,
Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C., Nexstar Broadcasting Group, L.L.C., Nexstar
Broadcasting of Wichita Falls, L.L.C., and Nexstar Broadcasting of Joplin, L.L.C. (WYOU, WFXP, KJTL, KJBO-LP
and KODE) (Incorporated by reference to Exhibit 10.54 to Amendment No. 2 to Registration Statement on Form S-1
(File No. 333-86994) filed by Nexstar Media Group, Inc.).
Agreement for the Sale of Commercial Time, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls,
Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P. (KJTL and KJBO-LP - KFDX) (Incorporated by
reference to Exhibit 10.44 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by
Nexstar Media Group, Inc.).
Amendment to Agreement for Sale of Commercial Time, dated January 1, 2004, by and between Nexstar
Broadcasting, Inc. (as successor to Nexstar Broadcasting of Wichita Falls, L.P.) and Mission Broadcasting, Inc. (f/k/a
Mission Broadcasting of Wichita Falls, Inc.) (KJTL and KJBO - KFDX). (Incorporated by reference to Exhibit 10.101
to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting,
Inc.).
Option Agreement, dated as of May 19, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar
Broadcasting of Northeastern Pennsylvania, L.P. (WYOU) (Incorporated by reference to Exhibit 10.45 to Amendment
No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Letter dated September 15, 2014, notifying Mission Broadcasting, Inc. of the election to extend the Agreement for the
Sale of Commercial Time (WYOU) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for
the period ended September 30, 2014 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Option Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar
Broadcasting of Joplin, L.L.C. (KODE) (Incorporated by reference to Exhibit 10.50 to Amendment No. 2 to
Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Option Agreement, dated April 25, 2011, by and between Mission Broadcasting, Inc. and Nexstar
Broadcasting, Inc. (KODE) (Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K for the year
ended December 31, 2011 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Letter dated September 15, 2014, notifying Mission Broadcasting, Inc. of the election to extend the Agreement for the
Sale of Commercial Time (KODE) (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for
the period ended September 30, 2014 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Option Agreement, dated as of June 13, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar
Broadcasting of Abilene, L.L.C. (KRBC) (Incorporated by reference to Exhibit 10.64 to Amendment No. 3 to
Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Media Group, Inc.).
Amendment to Option Agreement, dated as of June 1, 2012, by and between Mission Broadcasting, Inc. and Nexstar
Broadcasting, Inc. (KRBC and KSAN) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q
(File No. 000-50478) filed by Nexstar Media Group, Inc. on August 8, 2012).
Letter, extending Shared Services Agreement and Sale of Commercial Time, dated as of June 1, 2013, by and between
Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KRBC) (Incorporated by reference to Exhibit 10.7 to
Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 000-50478) filed by Nexstar Media
Group, Inc.).
Letter dated May 28, 2014, notifying Mission Broadcasting, Inc. of the election to extend Shared Services Agreement
and Agreement for the Sale of Commercial Time (KSAN) (Incorporated by reference to Exhibit 10.1 to Quarterly
Report on Form 10-Q for the period ended June 30, 2014 (File No. 333-62916-02) filed by Mission Broadcasting,
Inc.).
Option Agreement, dated as of May 9, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar
Broadcasting of the Midwest, Inc. (WAWV) (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form
10-Q for the period ended June 30, 2003 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
Amendment of Option Agreement, dated as of May 1, 2012, by and between Mission Broadcasting, Inc. and Nexstar
Broadcasting, Inc. (WAWV) (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No.
000-50478) filed by Nexstar Media Group, Inc. on August 8, 2012).
Agreement for the Sale of Commercial Time, dated as of May 9, 2003, by and between Mission Broadcasting, Inc.
and Nexstar Broadcasting of the Midwest, Inc. (WAWV - WTWO) (Incorporated by reference to Exhibit 10.2 to
Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 333-62916-02) filed by Mission
Broadcasting, Inc.).

10.55

10.56

10.57

10.58

10.59

10.60

10.61

10.62

10.63

10.64

10.65

10.66

10.67

10.68

10.69

10.70

10.71

10.72

Amendment to Agreement for Sale of Commercial Time, dated January 13, 2004, by and between Nexstar
Broadcasting, Inc. and Mission Broadcasting, Inc. (WAWV-WTWO). (Incorporated by reference to Exhibit 10.97 to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.).
Extension of the Agreement for the Sale of Commercial Time, dated as of May 1, 2013, by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WAWV-TV) (Incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q for the period ended March 31, 2013 (File No. 333-62916-02) filed by Mission
Broadcasting, Inc.).
Amendment to Option Agreement, dated October 15, 2013 by and between Mission Broadcasting, Inc. and Nexstar
Broadcasting, Inc. (WTVO) (Incorporated by reference to Exhibit 10.54 to Annual Report on Form 10-K for the year
ended December 31, 2013 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
Letter dated October 15, 2014, notifying Mission Broadcasting, Inc. of the election to extend Shared Services
Agreement and Agreement for the Sale of Commercial Time (WTVO) (Incorporated by reference to Exhibit 10.3 to
Quarterly Report on Form 10-Q for the period ended September 30, 2014 (File No. 000-50478) filed by Nexstar
Media Group, Inc.).
Amendment to Agreement for Sale of Commercial Time, dated January 1, 2004, by and between Nexstar
Broadcasting, Inc. and Mission Broadcasting, Inc. (KCIT-KAMR). (Incorporated by reference to Exhibit 10.95 to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.).
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and
Nexstar Broadcasting, Inc. (KAMC) (Incorporated by reference to Exhibit 10.65 to Annual Report on Form 10-K for
the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
Amendment to Agreement for Sale of Commercial Time, dated December 30, 2003, by and between Nexstar
Broadcasting, Inc. and Mission Broadcasting, Inc. (KAMC-KLBK). (Incorporated by reference to Exhibit 10.91 to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.).
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and
Nexstar Broadcasting, Inc. (KOLR) (Incorporated by reference to Exhibit 10.67 to Annual Report on Form 10-K for
the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
Amendment to Agreement for Sale of Commercial Time, dated December 30, 2003, by and between Nexstar
Broadcasting, Inc. and Mission Broadcasting, Inc. (KOLR-KOZL). (Incorporated by reference to Exhibit 10.93 to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.).
Agreement for Sale of Commercial Time, dated April 1, 2004, by and between Nexstar Broadcasting, Inc. and
Mission Broadcasting, Inc. (WUTR-WFXV). (Incorporated by reference to Exhibit 10.99 to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.).
Letter dated March 25, 2014, notifying Mission Broadcasting, Inc. of the election to extend Shared Services
Agreement and Agreement for the Sale of Commercial Time (WUTR) (Incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q for the period ended March 31, 2014 (File No. 000-50478) filed by Nexstar Media
Group, Inc.).
Option Agreement, dated as of November 1, 2013, among Mission Broadcasting, Inc., Nancie Smith, Dennis Thatcher
and Nexstar Broadcasting, Inc. (WTVW) (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-
Q forff
Agreement for the Sale of Commercial Time, dated December 1, 2011, by and between Mission Broadcasting, Inc.
and Nexstar Broadcasting, Inc. (WEHT-WTVW) (Incorporated by reference to Exhibit 10.46 to Annual Report on
Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Option Agreement, dated as of January 1, 2013, among Mission Broadcasting Inc., Nancie Smith, Dennis Thatcher
and Nexstar Broadcasting, Inc. (KLRT-TV - KASN)
Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Agreement for the Sale of Commercial Time, dated as of January 1, 2013, by and between Mission Broadcasting, Inc.
and Nexstar Broadcasting, Inc. (KLRT-TV - KASN)
(Incorporated by reference to Exhibit 10.85 to Annual Report on
Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Option Agreement, dated as of March 1, 2013, among Mission Broadcasting Inc., Nancie Smith, Dennis Thatcher and
Nexstar Broadcasting, Inc. (WVNY) (Incorporated by reference to Exhibit 10.90 to Annual Report on Form 10-K for
the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Agreement for the Sale of Commercial Time, dated as of March 1, 2013, by and between Mission Broadcasting, Inc.
and Nexstar Broadcasting, Inc. (WVNY) (Incorporated by reference to Exhibit 10.88 to Annual Report on Form 10-K
for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Nexstar Media Group, Inc. 2003 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 4.3 to
Registration Statement on Form S-8 (File No. 333-117166) filed by Nexstar Media Group, Inc. on July 6, 2004).

the period ended September 30, 2013 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

(Incorporated by reference to Exhibit 10.87 to Annual Report on

10.73

10.74

10.75

10.76

10.77

14.1

21.1
23.1
31.1
31.2
32.1
32.2
101

Nexstar Media Group, Inc. 2006 Long-Term Equity Incentive Plan (Incorporated by reference to Information
Required in Proxy Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on May 1,
2006).
Nexstar Media Group, Inc. 2012 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on October 2, 2012).
Nexstar Media Group, Inc. 2015 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy
Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on April 24, 2015).
Amendment to Option Agreement, dated as of January 15, 2017, among Mission Broadcasting Inc. and Nexstar
Broadcasting , Inc. (KTVE)*
Shared Services Agreement entered into as of July 1, 2017 by and between Mission Broadcasting, Inc. and Nexstar
Broadcasting, Inc.*
Nexstar Media Group, Inc. Code of Ethics. (Incorporated by reference to Exhibit 14.1 to the Annual Report on Form
10-K for the year ended December 31, 2003 (File No. 000-50478) filed by Nexstar Media Group, Inc.).
Subsidiaries of the Registrant.*
Consent issued by PricewaterhouseCoopers LLP.*
Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Thomas E. Carter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
Certification of Thomas E. Carter pursuant to 18 U.S.C. ss. 1350.*
The Company's Consolidated Financial Statements and related Notes for the year ended December 31, 2017 from this
Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language).

Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will
be furnished to the Securities and Exchange Commission upon request.
Filed herewith.

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.

SIGNATURES

NEXSTAR MEDIA GROUP, INC.

By:

/s/ PERRY A. SOOK
Perry A. Sook
President and Chief Executive Officer

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

Dated: February 28, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on

behalf of the Registrant and in the capacities indicated on February 28, 2018.

Name

Title

/s/ PERRY A. SOOK
Perry A. Sook

/s/ THOMAS E. CARTER
Thomas E. Carter

/s/ GEOFF ARMSTRONG
Geoff Armstrong

/s/ DENNIS J. FITZSIMONS
Dennis J. FitzSimons

/s/ JAY M. GROSSMAN
Jay M. Grossman

/s/ C. THOMAS MCMILLEN
C. Thomas McMillen

/s/ LISBETH MCNABB
Lisbeth McNabb

/s/ DENNIS A. MILLER
Dennis A. Miller

/s/ JOHN R. MUSE
John R. Muse

/s/ I. MARTIN POMPADUR
I. Martin Pompadur

President, Chief Executive Officer and Chairman

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Director

NEXSTAR MEDIA GROUP, INC.
INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ..............................................................................................................

F-2

Consolidated Balance Sheets as of December 31, 2017 and 2016.....................................................................................................

F-3

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015......

F-4

Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2017, 2016 and 2015 ...............

F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 ..................................................

F-6

Notes to Consolidated Financial Statements ......................................................................................................................................

F-7

F-1

To the Board of Directors and Stockholders of Nexstar Media Group, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related
consolidated statements of operations and comprehensive income, of changes in stockholders equity and of cash flows for each of the three years in the period ended
December 31, 2017, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal
control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated
Sponsoring Organizations of the Treadway Commission (COSO).

Framework (2013) issued by the Committee of

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company as of December 31,
2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated

Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial
2017.

Basis for Opinions

statements, the Company changed the manner in which it accounts for share-based compensation arrangements in

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and forff
its
assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing
under Item 9A. Our responsibility is to express opinions on the Companys consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Managements Report of Internal Control over Financial Reporting, management has excluded Media General, as well as five VIEs that are now
consolidated by the Company as a result of the acquisition, from its assessment of internal control over financial reporting as of December 31, 2017 because Media
General was acquired by the Company in a purchase business combination during 2017. We have also excluded Media General, as well as five VIEs that are now
consolidated by the Company as a result of the acquisition, from our audit of internal control over financial reporting. The total assets and total revenues of Media
General and the five VIEs that are now consolidated by the Company as a result of the acquisition that are excluded from managements assessment and our audit of
internal control over financial reporting collectively represent approximately 12.0% and 58.1%, respectively, of the related consolidated financial statement amounts as
of and for the year ended December 31, 2017. Media General represents approximately 11.5% and 57.6%, respectively, of the related consolidated financial statement
amounts as of and for the year ended December 31, 2017.

Definition and Limitations of Internal Control over Financial Reporting

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companya
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
disposition of the companys assets that could have a material effect on the financial statements.

of financial reporting and the
s internal control over financial

acquisition, use, or

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Dallas, Texas

February 28, 2018
We have served as the Companys auditor since 1997.

F-2

NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

ASSETS

doubtful accounts of $13,358 and $5,805, respectively

Current assets:

Cash and cash equivalents
Accounts receivable, net of allowance forff
Spectrum asset
Restricted cash
Prepaid expenses and other current assets

Total current assets

Property and equipment, net
Goodwill
FCC licenses
Other intangible assets, net
Restricted cash
Other noncurrent assets, net

Total assets(1)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of debt
Current portion of broadcast rights payable
Accounts payable
Accrued expenses
Interest payable
Liability to surrender spectrum asset
Other current liabilities

Total current liabilities

Debt
Deferred tax liabilities
Other noncurrent liabilities

Total liabilities(1)

Commitments and contingencies (Note 13)
Stockholders' equity:

Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each
of December 31, 2017 and 2016
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued,
45,966,414 shares outstanding as of December 31, 2017 and 31,621,369 shares issued, 30,744,625 shares
outstanding as of December 31, 2016

Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding

at each of December 31, 2017 and 2016

Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and
outstanding at each of December 31, 2017 and 2016
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings (accumulated deficit)
Treasury stock - at cost; 1,325,049 and 876,744 shares at December 31, 2017 and 2016, respectively

Total Nexstar Media Group, Inc. stockholders' equity

Noncontrolling interests in consolidated variable interest entities

Total stockholders' equity
Total liabilities and stockholders' equity

December 31,

2017

2016

115,652
562,943
305,764
-
71,859
1,056,218
734,138
2,142,846
1,767,638
1,581,626
-
199,181
7,481,647

92,808
16,659
31,136
159,281
39,563
314,087
17,169
670,703
4,269,652
619,441
340,541
5,900,337

473

-
1,342,541
6,140
299,523
(78,063)
1,570,614
10,696
1,581,310
7,481,647

87,680
218,058
-
26,719
30,760
363,217
276,153
473,304
542,524
324,737
901,080
85,070
2,966,085

28,093
16,512
19,754
71,315
44,190
-
9,714
189,578
2,314,326
132,008
45,819
2,681,731

316

-
386,921
-
(176,583)
(41,513)
169,141
115,213
284,354
2,966,085

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

(1)

The consolidated total assets as of December 31, 2017 and 2016 include certain assets held by consolidated VIEs of $426.9 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 December 31, 2017 and 2016
include certain liabilities of consolidated VIEs of $81.8 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 forff

additional information.

F-3

NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share information)

NNet revenue
Operating expenses (income):

Direct operating expenses, excluding depreciation and amortization
Selling, general, and administrative expenses, excluding depreciation and
amortization
Amortization of broadcast rights
Amortization of intangible assets
Depreciation
Goodwill and intangible assets impairment
Gain on disposal of stations, net

Total operating expenses

Income from operations
Interest expense, net
Loss on extinguishment of debt
Other expenses
Income before income taxes
Income tax benefit (expense)
NNet income
NNet (income) loss attributable to noncontrolling interests
NNet income attributable to Nexstar Media Group, Inc.

NNet income per common share attributable to Nexstar Media Group, Inc.:

Basic
Diluted

Weighted average number of common shares outstanding:

Basic
Diluted

Dividends declared per common share

NNet income
Other comprehensive income:
Change in unrecognized amounts included in pension and postretirement
obligations, net of tax of $2,160
Total comprehensive income
Total comprehensive income attributable to noncontrolling interests
Total comprehensive income attributable to Nexstar Media Group, Inc.

Years Ended December 31,
2016
$ 1,103,190

2017
$ 2,431,966

2015
896,377

993,405

381,997

302,257

591,986
105,403
159,500
100,658
19,985
(57,716)
1,913,221
518,745
(241,195)
(34,882)
(1,284)
241,384
233,943
475,327
(330)
474,997

10.38
10.07

45,754
47,149

1.20

475,327

6,140
481,467
(330)
481,137

$
$

263,606
57,145
46,572
51,300
15,262
-
815,882
287,308
(116,081)
-
(555)
170,672
(77,572)
93,100
(1,563)
91,537

2.98
2.89

30,687
31,664

0.96

93,100

-
93,100
(1,563)
91,537

$
$

232,480
59,836
48,475
47,222
-
-
690,270
206,107
(80,520)
-
(517)
125,070
(48,687)
76,383
1,301
77,684

2.50
2.42

31,100
32,091

0.76

76,383

-
76,383
1,301
77,684

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

F-4

l
a
t
o
T

d
e
t
a
l
u
m
u
c
c
A

r
e
h
t
O

'
s
r
e
d
l
o
h
k
c
o
t
S

g
n
i
l
l
o
r
t
n
o
c
n
o
N

k
c
o
t
S
y
r
u
s
a
e
r
T

e
v
i
s
n
e
h
e
r
p
m
o
C

d
e
t
a
l
u
m
u
c
c
A

y
t
i
u
q
E

s
t
s
e
r
e
t
n
i

t
n
u
o
m
A

s
e
r
a
h
S

e
m
o
c
n
I

t
i
c
i
f
e
D

l
a
n
o
i
t
i
d
d
A

k
c
o
t
S
n
o
m
m
o
C

n
I
-
d
i
a
P

l
a
t
i
p
a
C

t
n
u
o
m
A

s
e
r
a
h
S

A
s
s
a
l
C

C
N
I

P
U
O
R
G
A
I
D
E
M
R
A
T
S
X
E
N

Y
T
I
U
Q
E

S
R
E
D
L
O
H
K
C
O
T
S
N
I
S
E
G
N
A
H
C
F
O
S
T
N
E
M
E
T
A
T
S
D
E
T
A
D
I
L
O
S
N
O
C

7
1
0
2

,
1
3
r
e
b
m
e
c
e
D
d
e
d
n
E
s
r
a
e
Y
e
e
r
h
T
e
h
t

r
o
F

)
n
o
i
t
a
m
r
o
f
n

e
r
a
h
s

t
p
e
c
x
e

,
s
d
n
a
s
u
o
h
t
n
i
(

)
4
0
8
,
5
4
3
(

9
2
0
,
8
9
3

2
1
3

0
6
0
,
2
7
1
,
1
3

7
3
5
,
6
5

0
0
4
,
1
1

)
0
6
6
,
8
4
(

7
5
3
,
3

2
4
0
,
8

)
6
8
6
,
3
2
(

0
0
1

0
0
9
,
2

3
8
3
,
6
7

3
7
3
,
6
8

0
9
3
,
1
1

5
2
2
,
1

)
0
0
1
(

)
3
4
6
(

0
6
7
,
3
1

)
5
4
4
,
9
2
(

4
9
6
,
8
0
1

4
6
7

0
0
1
,
3
9

4
5
3
,
4
8
2

3
4
4
,
1
3
0
,
1

2
0
7
,
0
1

)
8
0
0
,
9
9
(

8
6
0
,
4
2

4
1
9
,
7

)
2
9
8
,
5
5
(

)
4
9
6
,
8
0
1
(

0
0
6
,
7

)
5
5
6
,
3
(

9
5
6

)
2
1
4
(

0
4
1
,
6

7
2
3
,
5
7
4

0
0
0
,
4

0
0
1

0
0
9
,
2

)
1
0
3
,
1
(

9
9
6
,
5

)
0
0
1
(

)
3
4
6
(

3
6
5
,
1

4
9
6
,
8
0
1

)
0
6
6
,
8
4
(

)
5
6
5
,
0
1
0
,
1
(

4
1
9

0
0
0
,
7
1

)
6
4
7
,
7
4
(

)
5
6
5
,
3
9
9
(

3
3
2
,
6

1
2
8
,
6
1
1

3
1
2
,
5
1
1

)
3
1
5
,
1
4
(

)
4
4
7
,
6
7
8
(

9
5
6

)
2
1
4
(

0
3
3

0
0
6
,
7

)
0
0
0
,
4
(

)
4
9
6
,
8
0
1
(

0
3
3
,
3
2

6
1
3
,
0
6
5

)
8
0
0
,
9
9
(

)
2
3
1
,
9
8
6
,
1
(

8
2
1
,
9
3

1
1
5
,
0
8
6

0
4
1
,
6

4
8
6
,
7
7

)
0
2
1
,
8
6
2
(

4
6
7

7
3
5
,
1
9

)
3
8
5
,
6
7
1
(

5
4
3

7
9
9
,
4
7
4

3
2
5
,
9
9
2

0
0
4
,
1
1

9
3
4
,
2

2
4
0
,
8

)
6
8
6
,
3
2
(

0
9
3
,
1
1

4
2
2
,
6
9
3

)
8
0
0
,
5
(

0
6
7
,
3
1

)
5
4
4
,
9
2
(

9
0
3
,
9
4
4

6
1
3

9
6
3
,
1
2
6
,
1
3

1
2
9
,
6
8
3

6
5
9
,
7
0
0
,
1

6
1
3

7
5
1

2
0
7
,
0
1

8
6
0
,
4
2

)
4
1
2
,
1
3
(

)
2
9
8
,
5
5
(

4
9
0
,
0
7
6
,
5
1

r
e
g
r
e
m
e
h
t
h
t
i

w
n
o
i
t
c
e
n
n
o
c

n
i
k
c
o
t
s

f
o
e
c
n
a
u
s
s
i
e
r
/
e
c
n
a
u
s
s
I

h
t
i

w
n
o
i
t
c
e
n
n
o
c
n
i

s
d
r
a
w
a

t
n
e
m
e
c
a
l
p
e
r

n
o
i
t
p
o
k
c
o
t

f
o
e
s
i
c
r
e
x
e
d
n
a

s
t
i
n
u
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r

f
o
g
n
i
t
s
e
V

d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
k
c
o
t
s
n
o
m
m
o
C

s
n
o
i
t
p
o

k
c
o
t
s

e
l
b
a
i
r
a
v
m
o
r
f

s
t
s
e
r
e
t
n
i

g
n
i
l
l
o
r
t
n
o
c
n
o
n
f
o

e
s
a
h
c
r
u
P

s
e
i
t
i
t
n
e

t
s
e
r
e
t
n
i

x
a
t

f
o

t
e
n
,
t
n
e
m
e
r
i
t
e
r
t
s
o
p
d
n
a

n
o
i
s
n
e
p
n
i

e
g
n
a
h
C

y
t
i
t
n
e

t
s
e
r
e
t
n
i

e
l
b
a
i
r
a
v
a

f
o
n
o
i
t
a
d
i
l
o
s
n
o
c
e
D

t
s
e
r
e
t
n
i
g
n
i
l
l
o
r
t
n
o
c
n
o
n
a
m
o
r
f
n
o
i
t
u
b
i
r
t
n
o
C

s
e
i
t
i
t
n
e

t
s
e
r
e
t
n
i

e
l
b
a
i
r
a
v
f
o
n
o
i
t
a
d
i
l
o
s
n
o
C

s
t
s
e
r
e
t
n
i

g
n
i
l
l
o
r
t
n
o
c
n
o
n
o
t

n
o
i
t
u
b
i
r
t
s
i
D

e
m
o
c
n
i

t
e
NN

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
k
c
o
t

k
c
o
t
s

y
r
u
s
a
e
r
t

f
o

e
s
a
h
c
r
u
P

r
e
g
r
e
m
e
h
t

s
e
s
i
c
r
e
x
e
n
o
i
t
p
o

k
c
o
t
s

m
o
r
f

t
i
f
e
n
e
b

x
a
t

s
s
e
c
x
E

s
e
i
t
i
t
n
e

t
s
e
r
e
t
n
i

e
l
b
a
i
r
a
v
f
o
n
o
i
t
a
d
i
l
o
s
n
o
C

t
s
e
r
e
t
n
i

g
n
i
l
l
o
r
t
n
o
c
n
o
n
m
o
r
f
n
o
i
t
u
b
i
r
t
n
o
C

d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
k
c
o
t
s
n
o
m
m
o
C

5
1
0
2
,
1
3
r
e
b
m
e
c
e
D

f
o
s
a
s
e
c
n
a
l
a
B

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
k
c
o
t

)
s
s
o
l
(

e
m
o
c
n
i

t
e
NN

d
n
a

s
e
s
i
c
r
e
x
e
n
o
i
t
p
o

k
c
o
t
s

m
o
r
f

t
i
f
e
n
e
b

x
a
t

s
s
e
c
x
E

f
o

e
s
i
c
r
e
x
e
d
n
a

s
t
i
n
u

k
c
o
t
s
d
e
t
c
i
r
t
s
e
r

f
o
g
n
i
t
s
e
V

s
n
o
i
t
p
o

k
c
o
t
s

f
o
g
n
i
t
s
e
v
d
n
a

s
n
o
i
t
p
o
k
c
o
t
s

f
o
e
s
i
c
r
e
x
E

4
1
0
2
,
1
3
r
e
b
m
e
c
e
D

f
o
s
a
s
e
c
n
a
l
a
B

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
k
c
o
t

k
c
o
t
s
y
r
u
s
a
e
r
t

f
o
e
s
a
h
c
r
u
P

s
t
i
n
u
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r

s
e
i
t
i
t
n
e

t
s
e
r
e
t
n
i

e
l
b
a
i
r
a
v
f
o
n
o
i
t
a
d
i
l
o
s
n
o
C

t
s
e
r
e
t
n
i

g
n
i
l
l
o
r
t
n
o
c
n
o
n
o
t

n
o
i
t
u
b
i
r
t
s
i
D

s
t
s
e
r
e
t
n
i

g
n
i
l
l
o
r
t
n
o
c
n
o
n
f
o

e
s
a
h
c
r
u
P

d
e
r
a
l
c
e
d
s
d
n
e
d
i
v
i
d
k
c
o
t
s
n
o
m
m
o
C

s
t
i
n
u
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r

d
e
t
s
e
v

6
1
0
2
,
1
3
r
e
b
m
e
c
e
D

f
o
s
a
s
e
c
n
a
l
a
B

6
1
-
6
1
0
2
U
S
A

t
p
o
d
a
o
t

t
n
e
m

t
s
u
j
d
A

e
m
o
c
n
i

t
e
NN

.
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
i
F
d
e
t
a
d
i
l
o
s
n
o
C
e
s
e
h
t

f
o
t
r
a
p
l
a
r
g
e
t
n
i

n
a

e
r
a

s
e
t
o
N
g
n
i
y
n
a
p
m
o
c
c
a

e
h
T

5
-
F

0
1
3
,
1
8
5
,
1

6
9
6
,
0
1

)
3
6
0
,
8
7
(

)
9
4
0
,
5
2
3
,
1
(

0
4
1
,
6

1
4
5
,
2
4
3
,
1

3
7
4

3
6
4
,
1
9
2
,
7
4

7
1
0
2

,
1
3
r
e
b
m
e
c
e
D

f
o

s
a
s
e
c
n
a
l
a
B

NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

2017

2016

2015

475,327

93,100

76,383

Cash flows from operating activities:

Net income
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for bad debt
Amortization of broadcast rights, excluding barter
Depreciation of property and equipment
Amortization of intangible assets
Gain on asset disposal, net
Amortization of debt financing costs and debt discounts
Loss on extinguishment of debt
Goodwill and intangible assets impairment
Stock-based compensation expense
Deferred income taxes
Income from escrow deposit
Payments for broadcast rights
Other noncash credits, net
Change in the fair value of contingent consideration

Changes in operating assets and liabilities, net of acquisitions and dispositions:

Accounts receivable
Prepaid expenses and other current assets
Other noncurrent assets
Accounts payable, accrued expenses and other current liabilities
Taxes payable
Interest payable
Other noncurrent liabilities

NNet cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Payments for acquisitions, net of cash acquired
Withdrawal of interest previously deposited in escrow
Proceeds from sale of stations
Proceeds received to relinquish spectrum asset
Refund of prepaid interest previously deposited in escrow
Proceeds from disposals of property and equipment

NNet cash used in investing activities
Cash flows from financing activities:

Proceeds from long-term debt, net of debt discounts
Repayments of long-term debt
Premium paid on debt extinguishment
Payments for debt financing costs
Contribution from (distributions to) a noncontrolling interest, net
Purchase of treasury stock
Proceeds from exercise of stock options
Common stock dividends paid
Purchase of noncontrolling interests
Payments for contingent consideration in connection with acquisitions
Cash paid for shares withheld for taxes
Payments for capital lease obligations

NNet cash provided by (used in) financing activities
NNet increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Supplemental information:

Interest paid
Income taxes paid, net of refunds

Non-cash investing and financing activities:

10,263
62,908
100,658
159,500
(55,982 )
10,483
34,882
19,985
24,068
(463,185 )
-
(62,531 )
(1,617 )
-

(55,819 )
22,825
(278 )
(62,496 )
(42,638 )
(17,421 )
(22,211 )
136,721

(72,461 )
(2,975,254 )
5,063
481,946
478,608
-
20,026
(2,062,072 )

4,433,981
(1,922,329 )
(18,050 )
(52,039 )
247
(99,008 )
8,155
(55,892 )
(66,901 )
(263,647 )
(4,099 )
(7,095 )
1,953,323
27,972
87,680
115,652

213,683
272,689

$
$

3,057
22,461
51,300
46,572
1,553
5,649
-
15,262
11,390
54,591
(1,080 )
(23,004 )
(1,612 )
4,044

(27,290 )
(28,628 )
244
1,628
(75 )
33,251
(896 )
261,517

(31,870 )
(103,970 )
-
-
-
(5,063 )
718
(140,185 )

58,000
(80,140 )
-
(20,707 )
(643 )
-
1,225
(29,445 )
(100 )
(2,000 )
-
(3,258 )
(77,068 )
44,264
43,416
87,680

99,917
29,391

2,339
706
1,019
900,000
108,694
-
-
-
-
-

$
$

$
$
$
$
$
$
$
$
$
$

3,180
22,154
47,222
48,475
2,109
3,752
-
-
11,400
43,675
-
(22,473 )
(90 )
-

(30,310 )
(1,324 )
293
16,903
(22,790 )
6,338
411
205,308

(29,021 )
(475,949 )

27,005

-
3,624
(474,341 )

421,950
(166,290 )

(3,225 )
100
(48,660 )
3,357
(23,686 )
-

(3,009 )
180,537
(88,496 )
131,912
43,416

70,430
29,060

2,371
4,025
-
-
2,956
-
-
-
-
-

Accrued purchases of property and equipment
Noncash purchases of property and equipment
Accrued debt financing costs
Proceeds from the issuance of debt directly deposited into escrow
Consolidation of variable interest entities
Debt assumed in connection with a merger
Issuance/reissuance of Class A Common Stock in connection with a merger
Stock option replacement awards in connection with a merger
Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset
Contingent consideration payable in connection with a merger

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

4,107
20,723
-
-
-
434,269
1,031,443
10,702
34,558
12,361

$
$
$
$
$
$
$
$
$
$

F-6

NEXSTAR MEDIA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business Operations

As of December 31, 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, MNTV, and other broadcast television networks. As of December 31, 2017, the stations reached approximately 43.6 million, or
38.9%, of all U.S. television households. Through various local service agreements, Nexstar provided sales, programming, and other
services to 36 full power television stations owned by independent third parties.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for
which Nexstar is the primary beneficiary (See Note 2Variable 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 Nexstars financ
completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2Variable Interest Entities
for additional information

ial statements as of this date. Nexstar

on these transactions.

As of December 31, the 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 are as follows (in thousands):

Current assets

Spectrum asset
Other current assets

Total current assets
Property and equipment, net
Goodwill
FCC licenses
Other intangible assets, net
Other noncurrent assets, net

Total assets

Current Liabilities

Liability to surrender spectrum asset
Other current liabilities

Total current liabilities

NNoncurrent liabilities
Total liabilities

2017

2016

26,695
22,038
48,733
7,517
130,362
151,808
81,916
6,543
426,879

27,347
24,146
51,493
30,339
81,832

-
3,638
3,638
6,944
46,465
114,791
53,747
613
226,198

-
12,606
12,606
26,590
39,196

F-7

Liquidity

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

On January 17, 2017, in connection with Nexstars merger with Media General, the Company borrowed $2.75 billion in Term

Loan B, issued at 99.49%, $293.9 million in Term Loan A, issued at 99.34%, $3.0 million in revolving loans, and another $51.3
million in Term Loan A, issued at 99.25%. The proceeds from these loans, together with Nexstars proceeds from the previously
issued $900.0 million 5.625% senior unsecured notes due 2024 (the 5.625% Notes), net proceeds from certain station divestitures of
$481.9 million, and cash on hand, were used to finance the $1.376 billion cash consideration of the merger, $1.658 billion repayment
interest, refinancing of Nexstars and its VIEs
of certain debt of Media General prior to the merger, including premium and accruedr
certain 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.

On January 17, 2017 (also in connection with the merger), Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022

(the 5.875% Notes) previously issued by LIN Television Corporation (LIN TV), a wholly owned subsidiary of Media General.
Additionally, Nexstar consolidated Shield Media LLCs (Shield) senior secured credit facility with a Term Loan A principal balance
of $24.8 million.

On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Senior Unsecured Notes

(6.875% Notes), also funded by new borrowings described above.

On July 19, 2017, the Company amended the senior secured credit facilities. The main provisions of the amendments include: (i)

Nexstars 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 Nexstars Term Loan B, (ii) a reduction in the applicablea margin portion of interest
rates by 50 basis points, (iii) an extension of the maturity date of Nexstars and Shields Term Loan A to fiveff
and (iv) an extension of the maturity date of Nexstars and Missions revolving credit facilities

to five years from July 19, 2017.

years from July 19, 2017

See Notes 3 and 7 forff

additional information with respect to the merger and debt transactions, respectively.

As of December 31, 2017, the Company was in compliance with its financial covenants contained in the amended credit

agreements governing its senior secured credit facilities
Notes), the 5.625% Notes and the 5.875% Notes.

and the indentures governing the 6.125% Senior Unsecured Notes (6.125%

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 stations broadcast time, sell the stations advertising time and retain the advertising revenue generated in exchange
for monthly payments, based on the stations 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
Nexstars 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 stations 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) Nexstars guarantees of the obligations incurred under Missions and Marshalls 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,
purchase options granted by Mission and White Knight
Mission and White Knight station, subject to Federal Communications Commission (FCC) consent.

which permit Nexstar to acquire the assets and assume the liabilities of each

hiring and firing of sales force personnel and (4)

F-8

In connection with Nexstars 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,
Vaughan Media, LLC (Vaughan), Tamer Media, LLC (Tamer), WNAC, LLC and 54 Broadcasting, Inc. (54 Broadcasting).
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) Nexstars guarantee of the outstanding obligations under Shields 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, for Shield, Vaughan, WNAC, LLC and 54 Broadcasting, hiring and firing of
sales force personnel and (4) purchase options granted by Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting 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 as of January 17, 2017 in accordance
with the VIE accounting guidance.

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 forff
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 effecff
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.

tively acquired Parkers TBA with Nexstar. Thus, Nexstar no longer

The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2017 with its

consolidated VIEs:

Service Agreements
TBA Only
LMA Only

SSA & JSA

SSA Only

Owner

Mission
WNAC, LLC
54 Broadcasting
Mission

Marshall
White Knight
Shield
Vaughan
Tamer

Full Power Stations

WFXP, KHMT and KFQX
WNAC
KNVA
KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV,
WYOU, KODE, WTVO, KTVE, WTVW and WVNY
KLJB, KPEJ and KMSS
WVLA, KFXK, KSHV
WXXA and WLAJ
WBDT, WYTV and KTKA
KWBQ, KASY and KRWB

Nexstars ability

to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer, WNAC, LLC and 54

Broadcasting 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, WNAC, LLC and 54
Broadcasting maintain complete responsibility for and control over programming, finances, personnel and operations of their stations.

F-9

The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Consolidated

Balance Sheets as of December 31, were as follows (in thousands):

Current assets:

Cash and cash equivalents
Accounts receivable, net
Spectrum asset
Prepaid expenses and other current assets

Total current assets
Property and equipment, net
Goodwill
FCC licenses
Other intangible assets, net
Other noncurrent assets, net

Total assets

Current liabilities:

Current portion of debt
Interest payable
Liability to surrender spectrum asset
Other current liabilities

Total current liabilities

Debt
Other noncurrent liabilities

Total liabilities

Non-Consolidated VIEs

2017

2016

17,180
24,407
26,695
6,762
75,044
25,971
163,549
151,808
97,757
9,443
523,572

56,565
994
27,347
24,146
109,052
245,523
30,594
385,169

7,302
20,553
-
3,353
31,208
29,984
98,107
114,791
87,668
13,233
374,991

8,334
1,031
-
12,606
21,971
268,499
26,590
317,060

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (Cunningham), which continues through

December 31, 2021. 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 variablea

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 stations 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. Nexstars management
believes that Nexstars 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 Nexstars
outsourcing agreement with Cunningham.

Basis of Presentation

Certain prior year financial

statement amounts have been reclassified to conform to the current year presentation.

F-10

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant
estimates made by management include those relating to the allowance for doubtful accounts, valuation related to business
combinations, including assets acquired, liabilities assumed, contingent consideration liability and any other assets or liabilities
recognized from these transactions, retransmission revenue recognized, trade and barter transactions, pension and postretirement
obligations, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of broadcast
rights and the useful lives of property and equipment and intangible assets. Actual results may vary from such estimates recorded.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash

equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Companys accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or

placed on its websites, for retransmission consent from cable or satellite operators, for monthly access to a content management
system platform and related services, and for digital advertising management. Trade receivables normally have terms of 30 days and
the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated
losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability ott
f
accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the
overall aging of customer balances and trends. In circumstances where management is aware of a specific customers inability to meet
its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable.

Concentration of Credit Risk

Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and
cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits
held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are
maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the
Companys accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its
customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is
adequate, but if the financial condition of the Companys customers were to deteriorate, additional allowances may be required. The
Company has not experienced significant losses related to receivables from individual customers or by geographical

area.

Revenue Recognition

The Companys revenue is primarily derived fromff

the sale of advertising. Total revenue includes cash and barter advertising

revenue, retransmission compensation, digital revenue and other broadcast related revenues. Advertising revenue is recognized, net of
agency commissions, in the period during which the advertisements are broadcast on its stations or delivered on its websites. The
Company determines whether gross or net presentation is appropriate based on its relationship in the applicable transactions with its
ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as deferred revenue.
Retransmission compensation is recognized based on the estimated number of subscribers over the contract period, based on historical
levels and trends for individual providers. Revenue from our digital businesses includes revenue from a content management system
platform and related services and is recognized when services are performed.

network programming, are recorded at managements estimate of the fair value of the advertising time exchanged,

The Company barters advertising time for certain program material. These transactions, except those involving exchange of
advertising time forff
a
which approximates the fair value of the program material received. The fair value of advertising time exchanged is estimated by
applying average historical advertising rates for specific time periods. Revenue from barter transactions is recognized as the related
advertisement spots are broadcast. Barter expense is recognized at the time program broadcast rights assets are used. The Company
recorded $42.5 million, $34.7 million and $37.7 million of barter revenue and barter expense for the years ended December 31, 2017,
2016 and 2015, respectively. Barter expense is included in amortization of broadcast rights in the Companys Consolidated Statements
of Operations and Comprehensive Income.

F-11

The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated
fair value of the goods or services received. Revenue from trade transactions is recognized when the related advertisement spots are
broadcast. The Company recorded $14.2 million, $11.0 million and $9.4 million of trade revenue for the years ended December 31,
2017, 2016 and 2015, respectively.

Trade expense is recognized when services or merchandise received are used. The Company recorded $14.5 million, $10.8
million and $9.0 million of trade expense for the years ended December 31, 2017, 2016 and 2015, respectively, which were included
in direct operating expenses in the Companys Consolidated Statements of Operations and Comprehensive Income.

Broadcast Rights and Broadcast Rights Payable

The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license
period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in
accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially
recorded at the contract cost. Barter broadcast rights are recorded at fair value, which is estimated by using average historical rates for
the time periods where the programming will air. Broadcast rights are amortized on a straight-line basis over the period the
programming airs. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in
the succeeding year. The Company periodically evaluates the net realizable value, calculated using the average historical rates for the
programs or the time periods the programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated.

Property and Equipment, Net

Property and equipment is stated at cost or estimated faiff

r value at the date of acquisition through a business combination. The
cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on
disposition is recognized. Major renewals and betterments are capitalize
expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note
4).

d, and ordinary repairs and maintenance are charged to

Intangible Assets, Net

Intangible assets consist primarily of goodwill, broadcast licenses (FCC licenses), network affiliation agreements, developed
technology and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition
method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date
fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of
acquisition using various valuation techniques, including discounted projected cash flows,
The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and
estimated discount rates. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. During the
measurement period, which may be up to one year from the acquisition date, the Company records adjustments related to the assets
acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final
determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are
recognized in the Companys Consolidated Statements of Operations and Comprehensive Income.

the cost approach and the income approach.

The Companys goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are

quarter, or whenever events or changes in circumstances indicate that such
tested for impairment annually in the Companys fourth
assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Companys historical ability to renew its
licenses such that renewals generally may be obtained indefinff
licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line
basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration.
Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization.
The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract
renewals, and at least on an annual basis.

itely and at little cost. Therefore, cash flows

derived from the FCC

Following Nexstars merger with Media General in January 2017, the Companys broadcast operations increased from 60
television station markets to 100 television station markets. Also, the Companys digital businesses increased from two reporting units
to four reporting units. Historically, the Company considered each television station market as a reporting unit for purposes of
goodwill and FCC license impairment testing because management viewed, managed and evaluated its stations on a market basis. In
connection with the merger, the Company reorganized its organizational structure to focus on the overall broadcast business and the
overall digital business. This change allowed the aggregation of television station markets into one broadcast business reporting unit.
The reporting units within the Companys digital business are not economically similar, and therefore, not aggregated. During the
fourth quarter of 2017, the Company reorganized its digital businesses which changed the reporting units from four to three. The
Companys impairment tests for FCC licenses remained at the television station market level. See Note 5 forff

additional information.

F-12

The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired.

The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment,
industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or
circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting
units
goodwill or a stations FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company
will apply the quantitative impairment test method.

The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC

licenses with their fair

value, using a discounted cash flow analysis.

In prior years, the Companys quantitative impairment test forff

goodwill utilized a two-step fair value approach. The first step of

the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit to its carrying
amount. The fair value of a reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit
exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value,
the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the
goodwill impairment test compares the implied fair value of the reporting units goodwill with the carrying amount of that goodwill.
The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the reporting unit fair
value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment
m
loss is recognized in an amount equal to that excess. In 2017, as discussed also under Recent Accounting Pronouncements, the
Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04), which simplified the
measurement of goodwill impairment by removing the second step of the goodwill impairment test that required a hypothetical
purchase price allocation. Under ASU 2017-04, the annual, or interim, goodwill impairment test is performed by comparing the fair
value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not
impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment
value; however, the loss recognized
is recognized for the amount by which the carrying amount exceeds the reporting units fair
should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses
consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using a discounted cash flowff
analysis.

charge

Determining the fair value of reporting units requires management to make a number of judgments about assumptions and

estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions
and estimates, and it is possible that such differences could have a material impact on the Companys Consolidated Financial
Statements. In addition to the various inputs (i.e. market growth, operating profit margins, discount rates) used to calculate the fair
value of FCC licenses and reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair
value of all its reporting units to its total market capitalization; and by comparing the fair values of its reporting units and FCC
licenses to recent market television station sale transactions.

The Company tests finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable, relying on a number of factors including operating results,
The impairment test for finite-lived intangible assets consists
business plans, economic projections and anticipated future cash flows.
ff
of an asset (asset group) comparison of the carrying amount with its estimated undiscounted future cash flows.
An impairment in the
carrying amount of a finff
ite-lived intangible asset is recognized when the expected discounted future operating cash flow derived fromff
the operation to which the asset relates is less than its carrying value.

Debt Financing Costs

Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the

term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in
loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Deferred
financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction
from the carrying amount of debt. Debt financing costs related to revolving credit facilities

are included in other noncurrent assets.

Comprehensive Income

The Companys comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and

postretirement liabilities, net of income tax adjustments.

F-13

Advertising Expense

The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $9.2 million, $4.0

million and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively, of which the majority was recognized
in trade expense.

Financial Instruments

The Company utilizes the following categories to classify the valuation methodologies for fair values of financial assets and

liabilities:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date forff
or liabilities;

identical, unrestricted assets

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for
substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair
unobservable (i.e., supported by little or no market activity).

value measurement and

The carrying amount of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights

payable and accrued expenses approximates fair value due to their short-term nature.

See Note 3 forff

fair value disclosures of spectrum asset, contingent consideration liability (CVR) and liability to surrender

spectrum in connection with Nexstars merger with Media General.

See Note 7 forff

fair value disclosures related to the Companys debt.

Certain investments held in the pension and other post retirement plans have been valued using net asset value ("NAV") as a

practical expedient for fair value. In accordance with ASC 820, investments measured at NAV are excluded from the fair value
hierarchy. See Note 8 forff

fair value disclosures related to retirement and postretirement plans.

Pension plans and postretirement benefits

A determination of the liabilities and cost of the Companys pension and other postretirement plans requires the use of
assumptions. The actuarial assumptions used in the Companys pension and postretirement reporting are reviewed annually with
independent actuaries and are compared with external benchmarks, historical trends and the Companys 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 Consolidated Balance Sheet.

Company-owned Life Insurance

The Company owns life insurance policies on executives, current employees, former employees and retirees. Management
considers these policies to be operating assets. Cash surrender values of life insurance policies are presented net of policy loans.
Borrowings and repayments against company-owned life insurance are reflected in the operating activities section of the statement of
cash flows.

Stock-Based Compensation

Nexstar maintains stock-based employee compensation plans which are described more fully in Note 10. The Company

calculates the grant-date fair value of employee stock options using the Black-Scholes model. The fair value of restricted stock units is
based on the number of shares awarded and market price of the stock on the date of award. These amounts are recognized into selling,
general and administrative expense over the vesting period of the options or the restricted stock units. The excess or shortage of tax
deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense,
respectively.

F-14

Income Taxes

The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of
assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized. Nexstar and its subsidiaries file a consolidated
federal income tax return. Mission, Marshall, White Knight and 54 Broadcasting file their own separate federal income tax returns.
rr
Shield, Vaughan, Tamer and WNAC are disregarded entities for tax purposes and do not incur tax within the consolidated financial
statements.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes
that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.
The Company recognizes interest and penalties relating to income taxes within income tax expense.

Income Per Share

Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding

during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially
dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock
method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that
could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following tablea
shows the amounts used in computing the Companys diluted shares during
the years ended December 31, 2017, 2016 and 2015 (in
thousands):

Weighted average shares outstanding - basic
Dilutive effect of equity incentive plan instruments
Weighted average shares outstanding - diluted

2017

2016

2015

45,754
1,395
47,149

30,687
977
31,664

31,100
991
32,091

The Company has outstanding stock options and restricted stock units to acquire 153,000, 351,000 and 766,000 weighted
average shares of common stock for the years ended December 31, 2017, 2016 and 2015, respectively, the effects of which are
excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented.

Segmentstt

Nexstar operates in one reportable television broadcast segment. The other activities of the Company include corporate

functions and other insignificant operation.

F-15

Recent Accounting Pronouncements

New Accounting Standards Adopted

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 witht
other income tax cash flows as an operating activity in the consolidated statements of cash flows. As such, the amounts previously
reported as cash flows from operating activities were increased by $13.8 million and $8.0 million and the amount previously reported
as cash flows from financing activities were decreased by $13.8 million and $8.0 million in the Consolidated Statement of Cash Flows
during the twelve months ended December 31, 2016 and December 31, 2015, respectively. The change in accounting principle did not
impact the Companys 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 Nexstars previous treatment of tax gain on the sale of WTVW to Mission in 2011. As such, the amounts previously reporterr d
as other noncurrent assets, deferred tax liabilities and accumulated deficit in the consolidated balance sheet were decreased by $1.3
million, $2.1 million and $0.8 million, respectively.

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 Company has elected early adoption and, as the new guidance is required to be
applied on a prospective basis, the Company used the simplified test in its annual fourth quarter 2017 testing. The adoption of this
ASU did not have a material impact on the Company's Consolidated Financial Statements.

New Accounting Standards Not Yet Adopted

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 entitys promise to grant a license provides
a customer with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the
entitys 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 effecff
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
November 2017, the FASB issued ASU No. 2017-14, Income Statementtt Reporting Comprehensive Income (Topic 220), Revenue
Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which aligns SEC guidance with the new revenue
standard. 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.

t on current accounting practice or create a significant

in the Codification. In

F-16

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 the cumulative adjustment as of January 1, 2018 that will result from this adoption will not be material. The Company will
no longer recognize barter revenue, barter expense, barter assets and liabilities resulting from the exchange of advertising time for
certain program material. In 2017, 2016 and 2015, barter revenue and barter expense were $42.5 million, $34.7 million and $37.7
million, respectively. As of December 31, 2017, the current barter assets (and the related current barter liabilities) were $9.7 million,
and the noncurrent barter assets (and the related noncurrent barter liabilities) were $12.5 million. As of December 31, 2016, the
current barter assets and current barter liabilities were $8.9 million and $8.6 million, respectively, and the noncurrent barter assets and
noncurrent barter liabilities were $10.8 million and $11.1 million, respectively. Our television spot advertising contracts, which
comprise approximately 46% and 50% of the reported net revenue in 2017 and 2016, are short-term in nature. We expect revenue will
continue to be recognized when commercials are aired. We also expect to use the practical expedient around costs incurred to obtain a
contract also due to their short-term in nature. Thus, we will continue to expense sales commissions when incurred. We 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
41% and 36% of the reported net revenue in 2017 and 2016, respectively. The Company is in the process of finalizing its evaluation of
online digital 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The standard requires
entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an
expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss
recognition threshold of probable has been eliminated and that expected loss should consider reasonable and supportable forecasts
in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures
related to the further disaggregation of information related to the credit quality of financial assets by year of the assets origination for
as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the
beginning of the first reporting period in which the guidance is effecff
tive. The standard is effective for fiscal years beginning after
December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after
December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU
2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash

Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (ASU 2016-15). The amendments in ASU 2016-15
address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under FASB
Accounting Standards Codification 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, including adoption during an
interim period. The Company does not expect the implementation of this standard to have a material impact on its statements of cash
flows.

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 abia lity
to create output.
amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those
fisff cal 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.

The amendment removes the evaluation of whether a market participant could replace missing elements. The

F-17

In March 2017, the FASB issued ASU No. 2017-07, Compensationnn 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 forff
component and prospectively for the capitaliza
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 entitys finff ancial 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.

tion of the service cost component. ASU 2017-07 is effective for fiscal years beginning

the presentation of the service cost

In May 2017, the FASB issued ASU No. 2017-09, Compensationnn 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 awards fair
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 Companys consolidated
financial statements.

value, vesting conditions and classification as an equity or liability instrument are the same

F-18

3. Acquisitions and Dispositions

2017 Acquisitions

Merger with Media General

On January 17, 2017, 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 Generals full
acquired and consolidated by Nexstar as a result of the merger, net of divestitures, are as follows:

power television stations in seven markets. The full power television stations

Market

Full Power Stations

Primary Affiliation

Austin, TX
Alburquerque, NM
Providence, RI
Albany, NY
Dayton, OH
Lansing, MI
Youngstown, OH
Topeka, KS

KNVA
KASY, KRWB, KWBQ
WNAC
WXXA
WBDT
WLAJ
WYTV
KTKA

The CW
MNTV, The CW, The CW
FOX
FOX
NNBC
ABC
ABC
ABC

As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan, WNAC, LLC and

54 Broadcasting and has consolidated these entities, including the stations they own.

F-19

Upon the completion of the merger, each issued and outstanding share of common stock, no par value, of Media General
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 Nexstars 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 Generals spectrum in the FCCs 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 effecff

tive

l and were converted into the right to receive

The following table summarizes the components of the total consideration paid, payable or issued upon closing of the merger (in

thousands):

1,376,108
995,835
35,608
10,702
1,658,135
271,008
4,347,396

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
Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017.

F-20

The 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, WNAC, LLC and 54 Broadcasting) are as follows (in
thousands):

Cash and cash equivalents
Accounts receivable
Spectrum asset
Prepaid expenses and other current assets
Property and equipment
FCC licenses
Network affiliation agreements
Other intangible assets
Goodwill
Other noncurrent assets

Total assets acquired and consolidated
Less: Accounts payable and accrued expenses
Less: Taxes payable
Less: Interest payable
Less: Debt
Less: Deferred tax liabilities
Less: Other noncurrent liabilities
Less: Noncontrolling interests in consolidated VIEs

Net assets acquired and consolidated

63,850
301,604
465,582
35,973
482,144
1,242,847
1,323,200
101,083
1,701,097
36,104
5,753,484
(187,721)
(10,854)
(12,794)
(434,269)
(957,779)
(227,378)
(7,600)
3,915,089

The estimated acquisition date fair value of Media Generals spectrum auctioned with the FCC (spectrum asset) is $465.6
million and is calculated as gross proceeds, less estimated costs to dispose such assets. The estimated fair value of the CVR payable to
the holders is $271.0 million and is calculated as the gross proceeds, less estimated transaction expenses, repacking expenses and 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 $478.6 million of gross proceeds from the FCC to surrender certain spectrum of Media

General. The gross proceeds were recorded as liabilities pending the relinquishment of spectrum assets as of this date.

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 amount due. Through December 2017, Nexstar paid $180.9 million in taxes related to the spectrum auction
proceeds.

One of the stations that auctioned its spectrum with the FCC went off the air in November 2017. As a result, the associated
spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017.

As of December 31, 2017, the Company has not yet surrendered the remainder of spectrum auctioned with the FCC. Thus, the
spectrum assets were retained pending their relinquishment ($305.8 million included in current assets and $126.9 million included in
other noncurrent assets in the accompanying Consolidated Balance Sheet). The gross proceeds received from the FCC associated with
the remaining spectrum were also retained as liabilities in the accompanying Consolidated Balance Sheet ($314.1 million is included
in current liabilities, for spectrum that is projected to be surrendered within the next 12 months, and $130.0 million is included in other
noncurrent liabilities, for spectrum that is projected to be surrendered in 2019 and 2020. The spectrum assets will be disposed and the
liabilities to surrender the spectrum will be derecognized upon relinquishment.

The fair value assigned to goodwill is attributable to future expense reductions utilizing managements 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 19 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% Notes previously issued by LIN TV. Nexstar also consolidated Shields 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 forff

additional information.

F-21

Nexstar also assumed Media Generals pension and postretirement obligations (included in other noncurrent liabilities). See

Note 8 forff

additional information.

The consolidation of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting 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 property and equipment, FCC licenses and other intangible assets by $1.8 million, $255.3
million and $25.1 million, respectively, and increased the network affiliation agreements by $254.5 million, (ii) a change in the
estimated fair value of Media Generals spectrum asset which increased by $24.0 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 $23.4
million, (iv) an increase in goodwill and deferred tax liabilities of $32.8 million and $7.4 million, respectively, and a decrease in
income tax payable of $6.5 million, due to the measurement period adjustments discussed in items (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 Companys results of operations.

The acquisitions net revenue of $1.412 billion and operating income of $300.4 million from January 17, 2017 to December 31,

2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Transaction costs relating to the merger, including legal and professional fees and severance costs, were $52.4 million and $8.4

million during the years ended December 31, 2017 and 2016, respectively. These costs were included in selling, general and
administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and
Comprehensive Income.

WVMH

On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of three CBS affiliated full power
television stations and one NBC affiliated full power television station from WVMH for $130.0 million in cash, plus working capital
adjustments. The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the
Wheeling, West Virginia-Steubenville, Ohio market and WVNSVV
the Clarksburg-Weston, West Virginia market is affiliated with NBC. This acquisition allows 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.

in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in

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 in November 2015 of $6.5 million. The purchase price paid in 2016 was funded through a combination of
cash on hand and borrowings under Nexstars revolving credit facility.

F-22

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

Accounts receivable
Prepaid expenses and other current assets
Property and equipment
Other intangible assets
Goodwill

Total assets acquired at first closing

Less: Accounts payable and accrued expenses
Less: Other noncurrent liabilities

Net assets acquired at first closing
Deposit on second closing
Total paid at first closing

438
114
18,362
3,402
35
22,351
(623)
(307)
21,421
43,543
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 WVMHs 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
Property and equipment
FCC licenses
Network affiliation agreements
Goodwill

Consolidated assets of VIEs
Less: Broadcast rights payable

Consolidated net asset of VIEs

527
3,489
41,230
35,387
28,588
109,221
(527)
108,694

The fair value assigned to goodwill is attributable to future expense reductions utilizing managements 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 stations and paid WVMH the remaining

purchase price of $66.9 million, plus working capital adjustments, funded by cash on hand. Accordingly, the deposit on the second
closing and the payment of the remaining purchase price were applied against the full balance of noncontrolling interests. The TBA
was also terminated as of this date.

The stations net revenue of $51.3 million and operating income of $11.5 million during the year ended December 31, 2017

have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. No significant
transaction costs were incurred during the twelve months ended December 31, 2017 and December 31, 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, forff
$4.0 million in cash. 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.

F-23

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

FCC licenses
Network affiliation agreements
Other intangible assets
Goodwill

Total assets acquired

1,539
1,743
20
698
4,000

The fair value assigned to goodwill is attributable to future expense reductions utilizing managements 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 Parkers
outstanding equity. Since Nexstar no longer has variable interests in Parker, its accounts were deconsolidated from Nexstars 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 forff 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 for $4.1 million in cash, funded by cash on hand.

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

Broadcast rights
Property and equipment
Network affiliation
Other intangible assets

Total assets acquired

Less: Broadcast rights payable

Net assets acquired

1,599
1,158
2,517
385
5,659
(1,599)
4,060

Nexstar accounted for the transaction as an asset purchase because it was concentrated in acquiring the stations affiliation with

the CW. Additionally, the FCC license, a significant input to operate a station, was not acquired by Nexstar. Thus, no goodwill was
allocated fromff

the purchase price. The intangible assets related to the network affiliation agreements are amortized over 15 years.

2016 Acquisitions

Reiten

On February 1, 2016, Nexstar completed the acquisition of the assets of four full power television stations from Reiten

$44.0 million in cash, funded by a combination of cash on hand and borrowings under Nexstars
signing the purchase

Television, Inc. (Reiten) forff
revolving credit facility in 2016. The purchase price includes a $2.2 million deposit paid by Nexstar uponu
agreement in September 2015. The stations, all affiliated with CBS at acquisition, are KXMA, KXMB, KXMC and KXMD in the
Minot-Bismarck-Dickinson, North Dakota market. This acquisition allows Nexstar entrance into this market. At acquisition, KXMA,
KXMB and KXMD were satellite stations of KXMC. KXMA subsequently became an affiliate of The CW network. Transaction costs
relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during
December 31, 2016.

the year ended

F-24

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

Broadcast rights
Property and equipment
FCC licenses
Network affiliation agreements
Other intangible assets
Goodwill

Total assets acquired

Less: Broadcast rights payable
Less: Accounts payable and accrued expenses

Net assets acquired

13
8,139
9,779
16,084
2,073
7,931
44,019
(13)
(8)
43,998

The fair value assigned to goodwill is attributable to future expense reductions utilizing managements 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. Other intangible assets are amortized over an estimated weighted average
useful life of two and a half years.

The stations net revenue of $11.1 million and operating income of $1.0 million from the date of acquisition to December 31,

2016 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

KCWI

On March 14, 2016, Nexstar completed the acquisition of the assets of KCWI, the CW affiliate in the Des Moines-Ames, Iowa

market, from Pappas Telecasting of Iowa, LLC (Pappas) forff
purchase agreement in October 2014. No significant transaction costs relating to this acquisition were incurred during the year ended
December 31, 2016.

$3.9 million. A deposit of $0.2 million was paid upon signing the

Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair

values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands):

Accounts receivable
Broadcast rights
Prepaid expenses and other current assets
Property and equipment
FCC licenses
Other intangible assets
Goodwill

Total assets acquired

Less: Broadcast rights payable
Less: Accrued expenses
Net assets acquired

396
1,740
40
1,076
2,180
2
350
5,784
(1,886)
(17)
3,881

The fair value assigned to goodwill is attributable to future expense reductions utilizing managements leverage in programming

and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes.

KCWIs net revenue of $3.1 million and operating income of $2.7 million from the date of acquisition to December 31, 2016

have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

2015 Acquisitions

CCA

Effective January 1, 2015, Nexstar completed the acquisition of the outstanding equity of privately-held Communications

Corporation of America (CCA) fromff
Fund and assumed CCAs rights and obligations under its existing local service agreements with White Knight, forff
cash. CCA and White Knight, collectively, owned 14 full power television stations in 10 markets.

SP ComCorp LLC, NexPoint Credit Strategies Fund and Highland Floating Rate Opportunities

$278.1 million in

F-25

A deposit of $27.0 million was paid to CCA in April 2013 upon signing the stock purchase agreement. Nexstar paid the $251.1
million remaining purchase price at closing funded by a combination of cash on hand and borrowings under its senior secured credit
facility. The transaction costs relating to this acquisition, including legal and professional fees, of $0.5 million and $0.7 million were
expensed as incurred during the years ended December 31, 2015 and 2014, respectively. Additionally, employment charges of $0.6
million were incurred and included in the Consolidated Statements of Operations and Comprehensive Income during
the year ended
December 31, 2015.

Simultaneous with Nexstars acquisition of CCA, Nexstar sold the assets of CCA stations KPEJ and KMSS to Marshall for

primarily by a $43.0 million deposit made in December 2014 arising from Marshalls term loan. Nexstar

$43.3 million in cash, funded
also entered into local service agreements with Marshall to perform certain sales and other services for these stations. Additionally,
Nexstar sold the assets of CCA station WEVV, the CBS and FOX affiliate serving the Evansville, Indiana market, to Bayou City
Broadcasting Evansville, Inc. (BCB) forff
previously owned by Nexstar (not acquired from CCA). Nexstar recognized a net loss on disposal of $0.5 million in connection with
this transaction. There is no relationship between Nexstar and BCB or their respective stations after the sale.

$27.4 million in cash, plus a $0.8 million cash sale of certain real estate properties

The above transactions allowed the Company entrance into seven new markets and created new duopolies in four

markets.

As discussed in Note 2, Nexstar is the primary beneficiary of the variable interests in White Knight and Marshall and has
consolidated White Knight and the stations Nexstar sold to Marshall, KPEJ and KMSS, into Nexstars Consolidated Financial
Statements beginning January 1, 2015. Accordingly, the effects of the sale between Nexstar and Marshall have been eliminated in
consolidation.

The consolidation of the assets and liabilities of White Knight

into Nexstar resulted in a noncontrolling interest of $2.9 million,

representing the residual fair value attributable to the owners of White Knight as of January 1, 2015, estimated by applying the income
approach valuation technique

The acquired entities net revenue of $107.9 million and operating income of $34.9 million during the year ended December 31,

2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

KASW

Effective January 29, 2015, Nexstar acquired the assets of KASW, the CW affiliate in the Phoenix, Arizona market, from
Meredith Corporation and SagamoreHill of Phoenix, LLC for $70.8 million in cash. The acquisition allows Nexstar entrance into this
market and the purchase price was funded through borrowings from unsecured notes and senior secured credit facility. No significant
transaction costs were incurred in connection with this acquisition during the year ended December 31, 2015.

KASWs net revenue of $19.6 million and operating income of $9.3 million from the date of acquisition to December 31, 2015

have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Yashi

On February 2, 2015, Nexstar acquired the outstanding equity of Yashi, Inc. (Yashi), a local digital video advertising and

targeted programmatic technology platform, for $33.4 million in cash. The acquisition was made to broaden Nexstars digital media
portfolio with technologies and offerings that are complementary to Nexstars digital businesses and multi-screen strategies. The
purchase price was funded through borrowings from unsecured notes and senior secured credit facility. Transaction costs relating to
this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31,
2015.

Yashis net revenue of $18.8 million and operating loss of $3.3 million from the date of acquisition to December 31, 2015 have

been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

KLAS

On February 13, 2015, Nexstar acquired the outstanding equity of KLAS, LLC, the owner of television station KLAS, the CBS
affiliate serving the Las Vegas, Nevada market, from Landmark Television, LLC and Landmark Media Enterprises, LLC, for $150.8
million in cash. The acquisition allows Nexstar entrance into this market and the purchase price was funded through borrowings from
unsecured notes and senior secured credit facility. Transaction costs relating to this acquisition, including legal and professional fees
of $0.1 million, were expensed as incurred during each of the years ended December 31, 2015 and 2014.

F-26

KLAS net revenue of $32.7 million and operating income of $6.6 million from the date of acquisition to December 31, 2015
ompanying Consolidated Statements of Operations and Comprehensive Income.

have been included in the acc

y g

Kixer

Effective October 1, 2015, Lakana LLC (Lakana), a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of
Kixer from Centrility, LLC, Keith Bonnici and Know Media, LLC for $8.5 million in cash funded by a combination of cash on hand
and borrowings under Nexstars senior secured credit facility.
payments if certain revenue targets are met during the year 2016 in accordance with the purchase agreement (the Earnout
Payments). As of December 31, 2015, the estimated fair value of the Earnout
million. This contingent consideration payable was included in accrued expenses in the accompanying Consolidated Balance Sheet.

The sellers could also receive up to $7.0 million in additional cash

Payments included in the purchase price was $3.0

Kixer is an advertising technology platform focused on optimizing and driving new mobile revenue streams for content
publishers and this acquisition broadens Nexstars digital media portfolio with technologies and offerings that are complementary to
its digital businesses and multi-screen strategies. Transaction costs relating to this acquisition, including legal and professional fees of
$0.1 million, were expensed as incurred during the year ended December 31, 2015.

Kixers net revenue of $1.7 million and operating income of $0.4 million from the date of acquisition to December 31, 2015

have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

During 2016, the revenue targets for Kixer were met. Thus, the remaining $4.0 million Earnout Payments were recognized as
expense and included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying
Consolidated Statements of Operations and Comprehensive Income. During 2016, a total of $2.0 million was paid to the sellers under
this arrangement, funded by cash on hand. The remaining obligations under the Earnout Payments were paid in 2017.

Unaudited Pro Forma Information

Other than Media General, the completed acquisitions during 2015, 2016 and 2017 are not significant for financial reporting

purposes, both individually and in aggregate. Therefore, pro forma information has not been provided for these acquisitions.

The following unaudited pro forma information has been presented for the periods indicated as if the acquisition of Media

General and the related consolidation of VIEs had occurred on January 1, 2016 (in thousands, except per share data):

NNet revenue
Income before income taxes
NNet income
NNet income attributable to Nexstar
NNet income per common share attributable to Nexstar - basic
NNet income per common share attributable to Nexstar - diluted

Years Ended December 31,

2017
2,484,214
288,279
503,871
503,541
10.84
10.52

$
$

2016
2,457,492
124,966
49,318
46,547
0.99
0.97

$
$

The above selected unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative

of results of operations in future periods or results that would have been achieved had the Company owned the acquired stations
during the specified periods.

Subsequent Acquisition

On January 16, 2018, Nexstar completed its previously announced acquisition of the outstanding equity of LKQD Technologies,

an initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a

Inc. (LKQD) forff
combination of cash on hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive
up to a maximum of $35.0 million in cash payments if certain performance targets are met during the calendar year 2019. Transaction
costs relating to this acquisition, including legal and professional fees of $0.3 million, were expensed as incurred during the year
ended December 31, 2017.

Due to the timing of the LKQD 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 Annual Report on Form 10-K.

F-27

4. Property and Equipment

Property and equipment consisted of the following, as of December 31 (dollars in thousands):

Buildings and improvements
Land
Leasehold improvements
Studio and transmission equipment
Computer equipment
Furniture and fixtures
Vehicles
Construction in progress

Less: accumulated depreciation
Property and equipment, net

Estimated
useful life,
in years
39
N/A
term of lease
5-15
3-5
7
5
N/A

2017

225,183
127,625
29,114
539,788
96,487
18,876
35,211
21,236
1,093,520
(359,382)
734,138

2016

81,337
32,068
9,909
363,574
40,255
11,516
17,340
7,428
563,427
(287,274)
276,153

The increases in property and equipment primarily relate to business acquisitions, net of divestitures, (see Note 3), and routine

purchases of equipment, less disposals.

As of December 31, 2017, property under capital

lease with a cost of $5.8 million and $5.2 million was included in leasehold

improvements and studio and transmission equipment, respectively. As of December 31, 2016, property under capital
of $4.0 was included in studio and transmission equipment.

lease with a cost

5. Intangible Assets and Goodwill

Intangible assets subject to amortization consisted of the following, as of December 31 (in thousands):

NNetwork affiliation agreements
Other definite-lived
intangible assets
Other intangible assets

Estimated
useful life,
in years
15

Gross
$1,971,170

2017
Accumulated
Amortization
$

(461,345) $1,509,825

Net

Gross
$ 659,054

2016
Accumulated
Amortization
$

Net

(357,704) $ 301,350

1-20

193,089
$2,164,259

71,801
(121,288)
(582,633) $1,581,626

89,404
$ 748,458

23,387
(66,017)
(423,721) $ 324,737

The increases in network affiliation agreements and other definite-lived intangible assets relate to Nexstars acquisitions, net of

dispositions, as discussed in Note 3.

In the fourth quarter of 2017, management reviewed the recoverability of other definite-lived intangible assets attributable to
Nexstars digital businesses in consideration of reorganizations discussed under goodwill and intangible assets below. Based on the
analysis of estimated undiscounted future pre-tax cash flows expected to result from the use of these assets, management determined
that a portion of the carrying values were not recoverable. The assets fair values were then estimated which resulted in an impam irment
charge of $8.5 million. No other events or circumstances were noted in 2017 that would indicate impairment.

F-28

The following table presents the Companys estimate of amortization expense for each of the five succeeding fiscal years and

thereafter for definite-lived intangible assets as of December 31, 2017 (in thousands):

2018
2019
2020
2021
2022
Thereafter

128,827
125,303
117,015
114,286
112,657
983,538
1,581,626

The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2017 and 2016 are as

follows (in thousands):

Balances as of December 31, 2015
Acquisitions and consolidation
of VIEs (See Notes 2 and 3)
Impairment
Balances as of December 31, 2016
Acquisitions and consolidations of

VIEs (See Notes 2 and 3)

NNexstar Divestitures (See Note 3)
Deconsolidation of a VIE
Impairment
Balances as of December 31, 2017

Goodwill
Accumulated
Impairment
$

(45,991) $

Net
451,662

Gross
538,756

FCC Licenses
Accumulated
Impairment
$

(49,421) $

-
(15,262)
(61,253)

36,904
(15,262)
473,304

53,189
-
591,945

-
-
(49,421)

Net
489,335

53,189
-
542,524

Gross
497,653

36,904
-
534,557

1,701,719
(22,823)
(698)
-
$ 2,212,755

1,701,719
-
(19,962)
2,861
(698)
-
(11,517)
(11,517)
(69,909) $ 2,142,846

1,244,386
(19,744)
(1,539)
-
$ 1,815,048

-
2,011
-
-

1,244,386
(17,733)
(1,539)
-
(47,410) $ 1,767,638

As discussed in Note 2Intangible Assets, Net, the Company early adopted (during the year 2017) ASU No. 2017-04 which
simplified the measurement of goodwill impairment tests. Under ASU 2017-04, the annual, or interim, goodwill impairment test is
now performed by comparing the fair
its carrying value, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the
carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting units faiff
r
value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

value of a reporting unit with its carrying amount. If the fair

value of the reporting unit exceeds

Following Nexstars merger with Media General in January 2017, the Companys broadcast operations increased from 60
television station markets to 100 television station markets. Also, the Companys digital businesses increased from two reporting units
to four reporting units. Historically, the Company considered each television station market as a reporting unit for purposes of
goodwill and FCC license impairment testing because management views, manages and evaluates its stations on a market basis.
During the first quarter of 2017 (in connection with the merger), the Company reorganized its organizational structure to focus on the
overall broadcast business and the overall digital business. This change allowed the aggregation of television station markets into one
broadcast business reporting unit. The reporting units within the Companys digital business are not economically similar, and
therefore, not aggregated.

Because of the change in the broadcast business organizational structure, the Company evaluated the goodwill immediately

prior to the reorganization, using the one-step qualitative analysis approach, and concluded that there was no impairment on its
broadcast business. The aggregate goodwill of each television station market was then assigned to the single broadcast business
reporting unit. The Companys impairment tests for FCC license remained at the television station market level. In the fourth quarter
of 2017, the Company performed its annual impairment tests on goodwill and legacy FCC licenses attributable to its broadcast
business, using the one-step quantitative approach, resulting in no impairment charge. With respect to FCC licenses that were newly
acquired and consolidated through merger with Media General, the Company performed its annual impairment tests using the
qualitative analysis approach and concluded that it was more likely than not that their fair values would sufficiently exceed the
carrying amounts.

In 2016, management elected to perform its annual impairment tests on goodwill and FCC licenses attributable to its broadcast

business using the qualitative analysis approach by market and concluded that it was more likely than not that the fair value of the
reporting units and the fair value of FCC licenses would sufficiently exceed their respective carrying amounts.

F-29

In the fourth quarter of 2017, the Company reorganized its digital businesses which reduced the reporting units from four to

three. Because of this change, and as a result of shortfalls from operating forecasts and increased levels of competition, the Company
evaluated the goodwill of the reporting units immediately prior to the reorganization and after the reorganization, using the one-step
quantitative analysis approach. The Companys analyses resulted in total impairment charges of $11.5 million. The goodwill of digital
businesses, after the impairment charge, was allocated to the new reporting units using the relative fair value method. As of December
31, 2017, the total remaining goodwill of digital businesses was $19.9 million.

The one-step quantitative analyses was performed using a combination of a discounted cash flows

analysis and other valuation

techniques, including the following key assumptions: (i) compound annual growth rate ranging from 5.0% to 11.3% based on
management projections and industry trends, (ii) operating profit margins in the initial year ranging from (2.0)% to 10% driven by
planned development activities, increasing to 4.7% to 20.0% reflecting a mature operating model, (iii) discount rate of 15.5% based
on an analysis of digital media companies, (iv) income tax rate of 21.0% to 28.7% based on statutory federal and blended state tax
rates, and (v) terminal growth rate of 2.5% based on a mature company in the digital media industry.

In 2016, management elected to perform the two-step quantitative impairment tests on its two digital reporting units due to

operating losses, industry-wide margin compression and lower short-term future earnings expectations. As a result of these reviews,
the Company recognized total impairment charges of $15.3 million. As of December 31, 2016, the total remaining goodwill of the
Companys digital businesses was $23.6 million.

6. Accrued Expenses

Accrued expenses consisted of the following, as of December 31 (in thousands):

Compensation and related taxes
NNetwork affiliation fees
Other

2017

2016

44,775
68,197
46,309
159,281

20,713
30,153
20,449
71,315

The increases in accrued expenses primarily relates to increased number of television stations and employees arising from

business acquisitions, net of divestitures, (see Note 3).

7. Debt

Long-term debt consisted of the following, as of December 31 (in thousands):

Term loans, net of financing costs and discount of $57,547 and $6,592, respectively
Revolving loans
6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295
6.125% Senior unsecured notes due 2022, net of financing costs of $1,992 and $2,402,
respectively
5.875% Senior unsecured notes due 2022, plus premium of $8,102
5.625% Senior unsecured notes due 2024, net of financing costs of $13,525 and $15,090,
respectively

Less: current portion

2017
2,791,875
3,000
-

273,008
408,102

886,475
4,362,460
(92,808)
4,269,652

2016

662,206
2,000
520,705

272,598
-

884,910
2,342,419
(28,093)
2,314,326

F-30

Nexstar Senior Secured Credit Facility

In January 2017, Nexstar borrowed a $2.518 billion senior secured Term Loan B, issued at 99.49%, due January 17, 2024 and a

$293.9 million senior secured Term Loan A, issued at 99.34%, due January 17, 2022. The proceeds from these loans were primarily
used to finance the cash consideration of Nexstars merger with Media General (see Note 3) and to refinance Nexstars then existing
Term Loan B and Term Loan A with outstanding principal balances of $256.2 million and $135.4 million, respectively. In January
2017, Nexstar also issued a $169.0 million revolving loan commitment, maturing on January 17, 2022, of which no amount was
drawn. This facility replaced Nexstars previous revolving loan commitment.

In July 2017, Nexstar amended its senior secured credit facility. The main provisions of the amendment included an additional
$456.0 million in Term Loan A borrowings, issued at 99.16%, the proceeds of which were used to repay Nexstars outstanding Term
Loan B with a principal balance of $454.4 million, a reduction in the applicablea margin portion of interest rates by 50 basis points for
Term Loan A, Term Loan B and revolving credit facility, and an extension of the maturity date of Nexstars Term Loan A and
revolving credit facility to July 19, 2022.

As of December 31, 2017, Nexstars Term Loan B and Term Loan A, net of financing costs and discounts, had balances of
$1.782 billion and $711.0 million, respectively. As of December 31, 2016, Nexstars Term Loan B and Term Loan A, net of financing
costs and discounts, had balances of $252.7 million and $134.7 million, respectively. No amounts were outstanding under the
revolving credit facility as of each of the years then ended.

Through December 2017, Nexstar prepaid a total of $235.0 million in principal balance under its Term Loan B, funded by cash

on hand. In April 2017, Nexstar prepaid $25.0 million under its Term Loan A, funded by cash on hand. During the year ended
December 31, 2017, Nexstar repaid scheduled maturities of $9.1 million of its term loans.

The refinancing of loans and prepayments of debt during 2017 resulted in loss on extinguishment of debt of $10.4 million,

representing the write-off of unamortized debt financing costs and debt discounts.

Interest rates are selected at Nexstars option and the applicable margin is adjusted quarterly as defined in Nexstars amended
credit agreement. The interest rate of Nexstars Term Loan A was 3.56% and 2.6% as of December 31, 2017 and 2016, respectively,
and the interest rate of Nexstars Term Loan B was 4.06% and 3.75% as of December 31, 2017 and 2016, respectively. The interest
rate on Nexstars revolving credit facility were 3.56% and 2.6% as of December 31, 2017 and 2016, respectively. Interest is payable
periodically based on the type of interest rate selected. Additionally, Nexstar is required to pay quarterly commitment fees on the
unused portion of its revolving loan commitment of 0.5% per annum.

Refer to Note 18 for subsequent events of Nexstars senior secured credit facility.

Mission Senior Secured Credit Facility

In January 2017, Mission borrowed a $232.0 million senior secured Term Loan B, issued at 99.50%, due January 17, 2024. The
proceeds from this loan were primarily used to refinance Missions then existing Term Loan B with an outstanding principal balance
of $225.9 million. In January 2017, Mission also issued a $3.0 million revolving loan commitment, maturing on January 17, 2022, of
which no amount was drawn. This facility replaced Missions previous revolving loan commitment. The loan refiff nancing resulted in
loss on extinguishment of debt of $2.1 million, representing the write-off of unamortized debt financing costs and debt discounts.

In July 2017, Mission amended its senior secured credit facilities. The main provisions of the amendment included a reduction
in the applicable margin portion of interest rates by 50 basis points for Term Loan B and revolving credit facility, and an extension of
the maturity date of Missions revolving credit facility

to July 19, 2022.

As of December 31, 2017 and 2016, Missions Term Loan B, net of financing

costs and discounts, had balances of $225.7

million and $223.8 million, respectively, and none outstanding under its revolving credit facility as of each of the years then ended.

During the year ended December 31, 2017, Mission repaid scheduled maturities of $1.2 million of its Term Loan B.

Terms of the Mission senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of

the Nexstar senior secured facility described above. Interest rates are selected at Missions option and the applicable margin is
adjusted quarterly as defined in Missions amended credit agreement. The interest rate of Missions Term Loan B was 4.06% and
3.75% as of December 31, 2017 and 2016, respectively. The interest rate on Missions revolving loans was 3.56% and 2.6% as of
December 31, 2017 and 2016, respectively.

F-31

Marshall Senior Secured Credit Facility

In January 2017, Marshall borrowed a $51.3 million senior secured Term Loan A, issued at 99.25%, due June 28, 2018 and used

on June 28, 2018. The proceeds from
all of its commitment under the revolving credit facility
these loans were primarily used to refinance Marshalls then existing Term Loan A with an outstanding principal balance of $51.3
million and revolving loans with an outstanding principal balance of $2.0 million. The loan refinancing resulted in loss on
extinguishment of debt of $0.2 million, representing the write-off of unamortized debt financing costs and debt discounts.

and borrowed $3.0 million, also dued

In July 2017, Marshall amended its senior secured credit facility which reduced the applicable margin portion of interest rates by

50 basis points for Term Loan A and outstanding revolving loans.

During the year ended December 31, 2017, Marshall repaid $1.3 million scheduled maturities of its Term Loan A.

Terms of the Marshall senior secured credit facility, except for the repayment and maturity, are the same as the terms of the
Nexstar senior secured credit facility
described above. Interest rates are selected at Marshalls option and the applicable margin is
adjusted quarterly as defined in Marshalls amended credit agreement. The interest rate on Marshalls Term Loan A and revolving
credit facility was 3.56% and 2.6% as of December 31, 2017 and 2016, respectively.

As of December 31, 2017 and 2016, Marshalls Term Loan A, net of financing costs and discounts, had balances of $49.6
million and $51.1 million, respectively, and $3.0 million and $2.0 million outstanding under its revolving credit facility as of each of
the years then ended. As of December 31, 2017, all of Marshalls outstanding debt are classified as current liabilities in the
accompanying Consolidated Balance Sheet.

Shield Senior Secured Credit Facility

In connection with Nexstars merger with Media General, Nexstar consolidated Shields new senior secured credit facility

with

a Term Loan A principal balance of $24.8 million due January 17, 2022.

In July 2017, Shield amended its senior secured credit facility. The main provision of the amendments included a reduction in

the applicable margin portion of interest rates by 50 basis points for Term Loan A and an extension of the loans maturity date to July
19, 2022.

During the year ended December 31, 2017, Shield repaid $0.6 million scheduled maturities of its Term Loan A.

Terms of the Shield senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of

the Nexstar senior secured credit facility described above. Interest rates are selected at Shields option and the applicable margin is
adjusted quarterly as defined in Shields amended credit agreement. The interest rate on Shields Term Loan A was 3.56% as of
December 31, 2017.

As of December 31, 2017, Shields Term Loan A, net of financing costs and discounts, had a balance of $23.8 million.

Unused Commitments and Borrowing Availability

The Company had $172.0 million of total unused revolving loan commitments under the respective Nexstar, Mission and
Marshall senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of December
31, 2017. The Companys ability
certain financial covenants. As of December 31, 2017, the Company was in compliance with its financial covenants.

to access funds under the senior secured credit facilities depends, in part, on its compliance with

On January 16, 2018, Nexstar borrowed $44.0 million revolving loans to partially fund its acquisition of LKQD (see Note 3).

On February 16, 2018, Nexstar repaid $20.0 million of the outstanding principal balance under its revolving credit facility,

funded by cash on hand.

F-32

5.875% Notes

As part of Nexstars 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 Nexstars future
subsidiaries, subject to certain customary release provisions.

100% owned

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.

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, Nexstars ability

to (1) incur additional debt, (2) make

certain restricted payments, (3) consummate specified asset sales, (4) enter into transactions with affilff iates, (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 forff

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 effecff
t 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.

5.625% 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 Nexstars 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 Nexstars and Missions 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 Nexstars
and Missions 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 dued
(6.125% Notes).

2022

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 tu
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.

o 40% of the

F-33

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, Nexstars 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 Nexstars 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 affilff iates.

The 5.625% Indenture provides forff

which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failu
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.

customary events of default (subject in certain cases to customary grace and cure periods),
re to

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.

6.125% Senior Unsecured Notes

On January 29, 2015, Nexstar completed the issuance and sale of $275.0 million 6.125% Notes at par.

The 6.125% Notes will mature on February 15, 2022. Interest on the 6.125% Notes is payable semiannually in arrears on
February 15 and August 15 of each year commencing on August 15, 2015. The 6.125% Notes were issued pursuant to an Indenture,
dated as of January 29, 2015 (the 6.125% Indenture). The 6.125% Notes are senior unsecured obligations of Nexstar and are
guaranteed by Mission and certain of Nexstars and Missions future
ff
provisions.

100% owned subsidiaries, subject to certain customary release

The 6.125% Notes are senior obligations of Nexstar and Mission but junior to the secured debt, including the Nexstar Facility,

the Mission Facility and the Marshall Facility to the extent of the value of the assets securing such debt. The 6.125% Notes rank equal
to the 6.875% Notes.

Nexstar has the option to redeem all or a portion of the 6.125% Notes at any time prior to February 15, 2018 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 February 15, 2018, Nexstar may redeem the 6.125% Notes, in whole or in part, at the
redemption prices set forth in the 6.125% Indenture. At any time before February 15, 2018, Nexstar may also redeem up to 40% of the
aggregate principal amount at a redemption price of 106.125%, 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 6.125% Indenture), each holder of the 6.125% Notes may require
Nexstar to repurchase all or a portion of the 6.125% 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 6.125% Indenture contains covenants that limit, among other things, Nexstars 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 Nexstars restricted
subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries; prepay, redeem or repurchase certain
indebtedness and (7) engage in transactions with affilff iates.

The 6.125% Indenture provides forff

which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failu
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 6.125% Notes may declare the principal of and accrued but unpaid interest,
including additional interest, on all the 6.125% Notes to be due and payable.

customary events of default (subject in certain cases to customary grace and cure periods),
re to

In 2015, Nexstar recorded $3.0 million in legal, professional and underwriting fees related to the issuance of the 6.125% Notes,

which were recorded as debt finance costs and amortized over the term of the 6.125% Notes. Debt financing costs are netted against
the carrying amount of the related debt.

F-34

6.875% Senior Unsecured Notes

On November 9, 2012, Nexstar completed the issuance and sale of $250.0 million 6.875% Notes at par. On October 1, 2013,
Nexstar completed the sale and issuance of $275.0 million 6.875% Notes at 100.25%, plus accrued interest from May 15, 2013. 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.

Collateralization and Guarantees of Debt

The Companys 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 (Nexstar Digital), are guarantors of Nexstars
senior secured credit facility. Mission is also a guarantor of Nexstars 6.125% Notes and the 5.625% Notes but does not guarantee
Nexstars 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 Nexstars 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 2018 and 2027) 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 December 31, 2017, the Company was in compliance with its financial covenants.

Fair Value of Debt

The aggregate carrying amounts and estimated faiff

r values of the Companys debt were as follows, as of December 31 (in

thousands):

Term loans(1)
Revolving loans(1)
6.875% Senior unsecured notes(2)
6.125% Senior unsecured notes(2)
5.875% Senior unsecured notes(2)
5.625% Senior unsecured notes(2)

2017

Carrying
Amount
$ 2,791,875
3,000
-
273,008
408,102
886,475

Fair
Value
$ 2,852,199
2,985
-
284,625
415,500
925,875

2016

Carrying
Amount

Fair
Value

662,206
2,000
520,705
272,598
-
884,512

665,750
1,969
543,375
284,625
-
893,250

(1)

(2)

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.
rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a
The fair value of Nexstars fixed
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.

F-35

Debt Maturities

The scheduled maturities of the Companys debt, excluding the unamortized discount and premium and certain debt financing

costs, as of December 31, 2017 are summarized as follows (in thousands):

2018
2019
2020
2021
2022
Thereafter

92,807
43,528
61,663
96,184
1,224,536
2,908,704
4,427,422

8. Retirement and Postretirement Plans

As part of Nexstars merger with Media General (See Note 3), Nexstar assumed Media Generals pension and postretirement

obligations which were remeasured at fair value on January 17, 2017. As a result, Nexstar now has a funde
contributory defined benefit retirement plan which covers certain employees and former employees of Media General prior to its
merger with Nexstar. Additionally, the Company has a non-contributory unfunded supplemental executive retirement and ERISA
excess plans which supplement the coverage available to certain executives of Media General prior to its merger with Nexstar. All of
these retirement plans are frozen. Nexstar also assumed 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.

d, qualified non-

As of the merger closing date, the projected benefit obligation of the retirement plans was approximately $562.2 million and the
for retirement plans of $108 million (included in other

plan assets at fair value were approximately $394 million resulting in a liability
noncurrent liabilities). In addition, the other postretirement liabilities totaled approximately $22.6 million (included in other
noncurrent liabilities).

The Company uses a December 31 measurement date for its pension and other postretirement benefit plans (OPEB). The

Company recognizes the underfunded status of these plans liabilities on its 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 in other comprehensive income and amortized into comprehensive income over a fiveff

year term.

Benefit Obligations

The following table provides a reconciliation of the changes in the plans benefit obligations for the period January 17, 2017 to

December 31, 2017 (in thousands):

Change in benefit obligation:
Benefit obligation at January 17, 2017
Service cost
Interest cost
Participant contributions
Plan settlements
Divestiture transfer
Actuarial gain
Benefit payments
Benefit obligation at end of year

Pension Benefits

OPEB

562,197
-
14,981
-
(40,235)
(60,032)
11,301
(27,350)
460,862

22,601
22
695
48
-
-
1,431
(1,423)
23,374

As of December 31, 2017, the pension benefit obligation includes $404.3 million that is substantially funded by plan assets.

These plan assets cover approximately 94% of the benefit obligation.

Upon the consummation of the Media General transaction, approximately $60 million of the benefit obligation related to the

Company's retirement plan was transferred to Graham Media Group, Inc., as part of the Media General Divestitures discussed in Note
3.

F-36

Unless required, the Companys policy is to fund benefits under the Media General supplemental executive retirement, ERISA

Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2017, the benefit obligation related
to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $56.5 million.

In December 2017, the Company offered terminated vested participants of the legacy Media General Retirement Plan an

opportunity to receive a lump sum payout in settlement of their retirement plan liability. Approximately one third of the roughly
2,200 participants elected to do so, resulting in $39.0 million in payouts from plan assets. The Company recognized an immediate
gain of $1.2 million in 2017 related to this settlement and is included as an offset against pension expense in the Consolidated
Statements of Operations and Comprehensive Income.

The Plans benefit obligations were determined using the following assumptions:

Discount rate
Compensation increase rate

Pension Benefits

3.39% to 3.51%
-

OPEB
3.30% to 3.53%

3.00%

The Company utilizes a spot rate approach for the calculation of interest on its benefit obligations. The Company updated its

mortality table assumptions for the improvement scale in 2017. A 5.4% annual rate of increase in the per capita cost of covered health
care benefits was assumed for 2017. This rate was assumed to decrease gradually each year to a rate of 4.5% in 2023 and remain at
that level thereafter. These rates have an effecff
percentage-point change in the assumed health care trend rates would increase or decrease the Companys accumulated postretirement
benefit obligation by approximately $6.3 million to $5.5 million, respectively, and it would increase or decrease the Companys net
periodic cost by approximately $0.2 million to $0.2 million, respectively.

t on the amounts reported for the Companys postretirement obligations. A one

Plan Assets

The following table provides a reconciliation of the changes in the fair value of the Plans assets for the for the period January

17, 2017 to December 31, 2017 (in thousands):

Change in plan assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Participant contributions
Plan settlements
Benefit payments
Fair value of plan assets at end of year

Pension Benefits

OPEB

394,526
49,853
4,661
-
(40,235)
(27,350)
381,455

-
-
1,375
48
-
(1,423)
-

Under the fair value hierarchy, $57.6 million of the Companys retirement plan assets as of December 31, 2017 fall under Level
1 (quoted prices in active markets). The Company also utilizes common collective trur st funds as the remaining investment vehicle for
its defined benefit plans. A Common Collective Trust Fund is a pooled fund operated by a bank or trust company for investment of
the assets of various organizations and individuals in a well-diversified portfolio. Investments in Common Collective Trust Funds are
stated at the fair value as determined by the issuer based on the fair value of the underlying investments (Net Asset Value or NAV).
As of December 31, 2017, $323.8 million of the plan assets were measured at NAV.

The asset allocation for the Companys funded

retirement plans at the end of 2017, and the asset allocation range for 2018, by

asset category, are as follows:

Asset Category
Equity securities
Fixed income securities/cash
Other
Total

Percentage of Plan Assets at Year End
2017
37%
62%
1%
100%

Asset Allocation
2018
40%
60%

F-37

As the plan sponsor of the funded retirement plans, the Companys investment strategy is to achieve a rate of return on the plans

assets that, over the long-term, will fund the plans benefit payments and will provide for other required amounts in a manner that
satisfies all fiduciary responsibilities. A determinant of the plans returns is the asset allocation policy. The Companys investment
policy provides ranges (3-23% U.S. large cap equity, 0-13% U.S. small/mid cap equity, 0-19% international/global
other equity, 50-70% fixed income and 0-10% cash) for the plans long-term asset mix. The Company periodically (at least annually)
reviews and rebalances the asset mix if necessary. The Company also reviews the plans overall asset allocation to determine the
proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset
classes.

equity, 0-17%

The plans investment policy is reviewed frequently and administered by an investment consultant. Periodically, the Company

evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when
compared to the defined objectives, similarly invested portfolios and specific market indices. The policy contains general guidelines
for prohibited transactions such as:

borrowing of money

purchase of securities on margin

short sales

pledging any securities except loans of securities that are fully-collateralized

purchase or sale of futures or options for speculation or leverage

Restricted transactions include:

purchase or sale of commodities, commodity contracts or illiquid interests in real estate or mortgages

purchase of illiquid securities such as private placements

use of various futures and options for hedging or for taking limited risks with a portion of the portfolios assets

Investments in Common Collective Trust Funds do not have any unfunded commitments, and do not have any applicable
liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business days
notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as follows:

Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total
return performance of their respective benchmarks in both the U.S. and International markets.

Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide
investment returns through fixed-income and commingled investment vehicles that seek to outperform
benchmarks.

their respective

Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by
investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks.

F-38

Funded Status

The following table provides a statement of the funded status of the plans at December 31, 2017 (in thousands):

Amounts recorded in the balance sheet:
Current liabilities
NNoncurrent liabilities
Funded status

Pension Benefits

OPEB

(3,714)
(75,693)
(79,407)

(1,882)
(21,492)
(23,374)

The following table provides a summary of the Companys accumulated other comprehensive income (loss) related to pension

and other postretirement benefit plans prior to any deferred tax effects (in thousands):

January 17, 2017
Actuarial gain (loss)
December 31, 2017

Pension Benefits

OPEB

-
9,733
9,733

-
(1,433)
(1,433)

The estimated net loss for the other postretirement benefit plans that will be amortized from accumulated other comprehensive

income into net periodic benefit cost in 2018 is $44 thousand. There is no prior service cost or transition obligation recognized in
accumulated other comprehensive income.

Expected Cash Flows

The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It
additionally reflects benefit payments that are made from the plans assets as well as those made directly from the Companys assets,
and it includes the participants share of the costs, which is funded by participant contributions. The amounts in the table are
actuarially determined and reflect the Companys best estimate given its current knowledge including the impact of recent pension
funding relief legislation. Actual amounts could be materially different.

Employer Contributions
2018 to participant benefits
Expected Benefit Payments
2018
2019
2020
2021
2022
2023-2027

Net Periodic Cost

Pension Benefits

OPEB

3,714

29,163
29,904
29,596
29,408
29,155
142,107

The following table provides the components of net periodic benefit cost for the Plans for the period January 17, 2017 to

December 31, 2017 (in thousands):

Service cost
Interest cost
Expected return on plan assets
Settlement gain recognized
NNet periodic benefit cost (benefit)

Pension Benefits

OPEB

-
14,981
(27,658)
(1,160)
(13,837)

1,882

1,882
1,862
1,839
1,801
1,788
8,271

22
695
-
-
717

The Company anticipates recording an aggregate net periodic benefit of $11.8 million for its pension and other benefits in 2018,

as the expected return on plan assets exceeds estimated interest cost. An interest crediting rate of 1.85% was assumed for 2017 to
determine net periodic costs for LIN TVs supplemental retirement plan. This rate is assumed to increase to 2.3% in 2018 and to 3.5%
thereafter compounded annually.

F-39

The net periodic costs for the Companys pension and other benefit plans were determined using the following assumptions:

Discount rate
Expected return on plan assets
Compensation increase rate

Pension Benefits

OPEB

3.87%
7.25%
-

3.80%
-
3.00%

The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an

investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital
scenarios based on the current economic environment and their capital market assumptions to come up wu
portfolio based on the current asset allocation.

market
ith expected returns for the

Defined Contribution Plans

The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the Plans). The

Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to def rerff
a portion of their annual compensation on a pre-tax basis. Employer contributions to the Plans may be made at the discretion fof
management of the Company. During the years ended December 31, 2017, 2016 and 2015, Nexstar contributed $4.2 million, $1.6
million and $1.3 million, respectively, to the Plans. The Company also sponsors a Supplemental 401(k) plan as previously described.

The Company has a Supplemental Income Deferral Plan forff which certain employees, including executive officers, were eligible.

The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the
ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company
for these plans for 2017 is nominal.

9. Common Stock

The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to

10 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all
matters submitted to a vote of the stockholders. Holders of Class C common stock have no voting rights.

The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock,

on an equal per share basis. The Nexstar Facility provides limits on the amounts of dividends the Company may pay to stockholders
over the term of the Nexstar Credit Agreement.

Pursuant to Nexstars dividend policy, the board of directors declared in 2017, 2016 and 2015 total annual cash dividends of

$1.20 per share, $0.96 per share and $0.76 per share, respectively, with respect to the outstanding shares of common stock. The
dividends were paid in equal quarterly installments.

On June 12, 2017, Nexstar announced that its Board of Directors had approved an increase in the Companys 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 Companys 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 fromff
private transactions. There is no minimum number of shares that is required to be repurchased and the repurchase program may be
suspended or discontinued at any time without prior notice. In 2017 and 2015, Nexstar repurchased a total of 1,689,132 shares and
1,010,565 shares, respectively, of Class A common stock for $99.0 million and $48.7 million, respectively, funded by cash on hand.
During the years ended December 31, 2017, 2016 and 2015, 680,511 shares, 116,821 shares and 17,000 shares, respectively, of Class
A common stock were reissued from treasury in connection with stock option exercises and vesting of restricted stock units.

time to time in open market transactions, block trades or in

In connection with the acquisition of Media General, Nexstar issued 15,670,094 shares of Class A common stock and reissued

560,316 shares of Class A common stock from treasury. See Note 3 forff

additional information.

On February 1, 2018, the board of directors declared a quarterly dividend for 2018 beginning in the first quarter. See Note 18 for

additional information.

F-40

10. Stock-Based Compensation Plans

Stock-Based Compensation Expense

The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated
using the Black-Scholes option-pricing model. The compensation cost related to restricted stock units is based on the market price of
the stock on the date of the award. The fair value of the stock options and restricted stock units, less estimated forfeitures, is
recognized ratably over their respective vesting periods. In 2017, Nexstar granted 1,086,250 restricted stock units and 228,438 stock
options. In 2016, Nexstar granted 33,750 restricted stock units and no stock options. In 2015, Nexstar granted 200,000 options and
210,000 restricted stock units.

The assumptions used in calculating the fair values of options granted during the years ended December 31, 2017 and 2015 were

as follows:

Expected volatility
Risk-free interest rates
Expected life
Dividend yields
Weighted-average grant date fair value per share

2017
32.4% to 47.7%
0.5% to 2.2%
0.2 to 7 years
1.9%
46.85

2015
86.3%
1.6%
7 years
1.6%
31.45

The expected volatility assumptions used for stock option grants were based on Nexstars historical volatility rates over a period

approximating the expected life of the options. The expected term assumption is calculated utilizing Nexstars historical exercise and
post-vesting cancellation experience combined with expectations developed over outstanding options. The risk-free interest rates used
are based on the daily U.S. Treasury yield curve rate in effect at the time of the grant having a period commensurate with the expected
term assumption. The expected dividend yield is based on the current annual dividend divided by the stock price on the date of grant.

The Company recognized stock-based compensation expense of $24.1 million, $11.4 million and $11.4 million for the years
ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, there was $56.0 million of total unrecognized
compensation cost, net of estimated forfeitures, related to stock options and restricted stock units, expected to be recognized over a
weighted-average period of 2.89 years.

Stock-Based Compensat

iontt

Plans

Nexstar has two stock-based compensation plans that provide for the granting of stock options, stock appreciation rights,

restricted stock and performance awards to directors, employees or consultants of Nexstar: the 2015 Long-Term Equity Incentive
Plan, approved by Nexstars majority stockholders on June 11, 2015 (the 2015 Plan) and the 2012 Long-Term Equity Incentive
Plan, approved by Nexstars majority stockholders on September 26, 2012 (the 2012 Plan). A maximum of 2,500,000 shares and
1,500,000 shares of Nexstars Class A common stock can be issued under the 2015 Plan and the 2012 Plan, respectively. No new
awards are granted under equity incentive plans prior to these plans but any unissued available shares can be issued under the 2012
Plan.

Under Nexstars equity incentive plans, options to purchase 1,960,459 shares of Nexstars Class A common stock were

outstanding and 1,140,125 restricted stock units were unvested as of December 31, 2017. Options are granted with an exercise price at
least equal to the fair market value of the underlying shares of common stock on the date of the grant, vest over a range of four to five
years and expire ten years from the date of grant. Except as otherwise determined by the compensation committee or with respect to
the termination of a participants services in certain circumstances, including a change of control, no option may be exercised within
six months of the date of the grant. Upon the employees termination, all nonvested options are forfeited immediately and any
unexercised vested options are cancelled from 30 to 180 days following the termination date. The restricted stock units vest over a
range of two to four years from the date of the award. All unvested restricted stock units are forfeited immediately upon the
employees termination for any reason other than change of control. Nexstar utilizes any available treasury stock or issues new shares
of its Class A common stock when options are exercised or restricted stock units vest.

F-41

The following table summarizes stock award activity and related inforff mation for all of Nexstars Equity Plans for the year ended

December 31, 2017:

Outstanding Options

Non-Vested Options

Restricted Stock Units

Available
for Grant

Weighted-
Average

Exercise
Price

g
gWeighted-
Average
Remaining

Aggregate
Intrinsic

Contractual
Term (Years)

Value(1)
(thousands)

Weighted-
Average

Grant-Date
Fair Value

Unvested
Shares

Weighted-
Average

Grant-Date
Fair Value

Balances as of
December 31, 2016

Increase in available
for grant associated
with the merger
(Note 3)
Replacement stock
options granted in
connection with the
merger (Note 3)
Restricted stock units
awarded
Exercised
Vested
Forfeited/cancelled

Balances as of
December 31, 2017(2)

Exercisable as of
December 31, 2017
vested and
expected to vest as of
December 31, 2017

2,511,625

2,376,500

21.56

5.38

99,197

498,750

31.79

188,000

46.33

228,452

(228,438)

228,438

16.53

228,438

46.85

(1,086,250)
-
-
94,411

$
(621,506) $
-
$
(22,973) $

1,519,800

1,960,459

1,703,584

1,959,185

-
13.12
-
35.75

23.48

20.02

23.47

-
-

$
$
(448,924) $
(21,389) $

-
-
39.17
38.28

1,086,250
-
(62,687) $
(71,438) $

63.99
-
46.14
60.96

5.06 $

107,273

256,875

31.75

1,140,125

62.25

4.85 $

99,113

5.06 $

107,234

(1)

(2)

Aggregate intrinsic value represents the difference between the closing market price of Nexstars common stock on the last day of the fiscal
period, which was $78.20 on December 31, 2017, and the stock option exercise prices multiplied by the number of options outstanding.

Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally,
7,987 shares associated with the m gerger replacement stock options were unused.

For the years ended December 31, 2017, 2016 and 2015, the aggregate intrinsic value of options exercised, on their respective

exercise dates, was $34.1 million, $2.3 million and $22.8 million, respectively. For the years ended December 31, 2017, 2016 and
2015, the aggregate fair value of options vested was $17.6 million, $9.0 million and $8.0 million, respectively.

F-42

11. Income Taxes

The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands):

Current tax expense (benefit):

Federal
State

Deferred tax (benefit) expense:

Federal
State

Income tax (benefit) expense

2017

2016

2015

190,743
38,499
229,242

(438,281)
(24,904)
(463,185)
(233,943) $

12,054
10,927
22,981

53,094
1,497
54,591
77,572

(108)
5,120
5,012

43,772
(97)
43,675
48,687

The income tax expense differs from the amount computed by applying the statutory federal income tax rate of 35% to the
income before income taxes. The sources and tax effects of the differences were as follows, for the years ended December 31 (in
thousands):

Income tax expense at 35% statutory federal rate
State and local taxes, net of federal benefit
NNondeductible compensation
NNontaxable proceeds on station divestiture
NNondeductible earnout payments
NNondeductible acquisition costs
NNondeductible meals and entertainment
NNondeductible goodwill impairment
Domestic production activities deduction
Excess tax benefit on stock-based compensation
Disposition of nondeductible goodwill
Impact of federal tax rate reduction
Change in beginning of year valuation allowance
Other

Income tax (benefit) expense

2017

2016

2015

84,476
10,676
6,375
(9,146)
-
3,901
1,546
3,577
(11,178)
(8,106)
3,279
(322,193)
1,635
1,215
(233,943) $

59,735
7,697
709
-
1,415
12
504
5,276
-
-
-
-
-
2,224
77,572

43,774
3,315
652
-
-
251
417
-
-
-
-
-
-
278
48,687

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was signed into law making significant changes to the

Internal Revenue Code. The Act reduces the federal corporate income tax rate from 35% to 21% effecff
December 31, 2017. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after
December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment.
The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service
during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is
phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act
modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense. As
a result of these provisions of the Act, the Companys deduction related to executive compensation and interest expense could be
limited in future years. The effecff
financial statements.

ts of other provisions of the Act are not expected to have a material impact on the Companys

tive for tax years beginning after

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) to provide guidance on accounting

for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Acts
enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the
accounting requirements under ASC 740, however in no circumstance should the measurement period extend beyond one year fromff
the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those
aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a companys
accounting for certain income tax effects of the Tax Act is incomplete but it is abla e to determine a reasonable estimate, it must record
a provisional estimate in the financial statements.

F-43

In accordance with SAB 118, the Company has recorded a provisional estimated income tax benefit of $322.2 million for the
year ended December 31, 2017 related to the remeasurement of the Companys net deferred tax liability and other effects of the Act.
As a result of the adoption of the Act, the Company remeasured the net deferred tax liability at the reduced federal corporate income
tax rate. The remeasurement of the net deferred tax liability reflected in the financial statements is a provisional estimate as we are still
analyzing the impact of certain provisions of the Act and refining our calculations which could impact the remeasurement of the net
deferred tax liability. The Company also evaluated the future deductibility of executive compensation due to the Acts elimination of
the performance-based compensation exception and the modification of the definition of a covered employee subject to the executive
compensation limitation. The Act provided transition relieve for written, binding contracts in place prior to November 2, 2017 related
to executive compensation, that have not been modifieff d in any material respect. The Acts impact on the future deductibility of
executive compensation reflected in the financial statements is a provisional estimate as additional guidance is needed to full
y
determine the impact of these provisions. Additionally, the Company evaluated the state conformity to the Act forff
states in which the
Company operates. The financial statements reflect a provisional estimate related to state conformity to the Act as additional guidance
is needed to determine the state impact of certain deduction claimed at the federal level. The Company will recognize any change to
the provisional estimates as it refines the accounting for the impact of the Act. The Company expects to complete its analysis of the
provisional items during the second half of 2018.

The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands):

Deferred tax assets:

Net operating loss carryforwards
Compensation
Rent
Transaction costs
Pension
Other

Total deferred tax assets

Valuation allowance for deferred tax assets

Total deferred tax assets

Deferred tax liabilities:

Property and equipment
Other intangible assets
Goodwill
FCC licenses
Other

Total deferred tax liabili
Net deferred tax liabilities

ties

2017

2016

51,802
15,574
2,173
-
28,033
12,732
110,314
(2,155)
108,159

(72,423)
(312,460)
(31,062)
(305,293)
(4,854)
(726,092)
(617,933) $

26,657
14,308
3,197
8,238
-
7,348
59,748
-
59,748

(15,882)
(35,628)
(35,780)
(98,494)
(13)
(185,797)
(126,049)

As of December 31, 2017, the Company had a valuation allowance related to deferred tax assets of $2.2 million which were not

likely to be realized, an increase of $2.2 million from December 31, 2016. During the year ended December 31, 2017, our valuation
allowance increased primarily due to the Companys belief, based upon consideration of the positive and negative evidence, that
certain deferred tax assets related to one of the VIEs were not likely to be realized. Additionally, our valuation allowance increased
$0.5 million for deferred tax assets acquired in 2017 which the Company believes, based upon consideration of the positive and
negative evidence, are not likely to be realized.

As of December 31, 2017, the Company's reserve for uncertain tax positions totaled approximately $23.3 million. For the years
ended December 31, 2017, 2016, and 2015 there were $23.3 million, $3.7 million and $3.7 million of gross unrecognized tax benefits,
respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably.

F-44

A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in

thousands):

Uncertain tax position liability at the beginning of the year
Increases resulting from merger transaction
Increases related to tax positions taken during the current period
Decreases related to tax positions taken during prior periods
Decreases related to settlements with taxing authorities
Decreases related to expiration of statute of limitations
Uncertain tax position liability at the end of the year

2017

2016

2015

3,677
22,605
1,847
(2,440)
(806)
(1,625)
23,258

3,677
-
-
-
-
-
3,677

While the Company does not anticipate any significant changes to the amount of liabilities for gross unrecognized tax benefits

within the next twelve months, there can be no assurance that the outcomes from any tax examinations will not have a significant
impact on the amount of such liabilities, which could have an impact on the operating results or financial position of the Company.

Interest expense and penalties related to the Companys uncertain tax positions would be reflected as a component of income tax

benefit (expense) in the Companys Consolidated Statements of Operations and Comprehensive Income. For the years ended
December 31, 2017, 2016 and 2015, the Company did not accrue interest on the gross unrecognized tax benefits as an unfavorable
outcome upon examination would not result in a cash outlay but would reduce net operating loss carryforwards (NOLs).

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to

U.S. federal tax examinations for years after 2013. Additionally, any NOLs that were generated in prior years and utilized in thet
current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the Company is subject to
state tax examination for years after 2013 and any NOLs that were generated in prior years and utilized in the current year or future
years may also be subject to examination.

The Company has gross federal and state income tax NOL carryforwards of $145.9 million and $579.4 million, respectively,
which are available to reduce future taxable income if utilized before their expiration. The federal NOLs expire through 2037 if not
utilized. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of
NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Ownership
changes are evaluated as they occur and could limit the ability to use NOLs. As of December 31, 2017, the Company does not expect
any NOLs to expire as a result of Section 382 limitations.

The ability to use NOLs is also dependent upon the Companys ability

to generate taxable income. The NOLs could expire

before the Company generates sufficient taxable income. To the extent the Companys use of NOLs is significantly limited, the
Companys income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a
negative effect on the Companys finaff
and the Company can give no assurance that it will continue to have realizable NOLs.

ncial results and operations. Changes in ownership are largely beyond the Companys control

12. 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 FCCs ongoing rule making proceedings could
have a significant future impact on the television industry and on the operation of the Companys 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
in general.
that could impact the Companys stations, the stations to which it provides services and the television broadcast industry

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.

F-45

In August 2016, the FCC adopted a Second Report and Order (the 2016 Ownership Order) concluding the agencys 2010 and

2014 quadrennial reviews. The 2016 Ownership Order (1) retained the then-existing local television ownership rule and
radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top-four
cross-ownership
television stations in a market to network affiliation swaps, (3) retained the then-existing ban on newspaper/broadcast
in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the 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 ruler

that attributed another in-market station toward the local television ownership

limits when one station owner sells more than 15% of the second stations 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 were permitted to 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 November

16, 2017, the FCC adopted an order (the Reconsideration Order) addressing the petitions for reconsideration. The Reconsideration
Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2)
eliminated 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) retained the general prohibition on common ownership of
two top four stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and
(5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7,
2018, when the U.S. Court of Appeals for the Third Circuit denied a mandamus petition which had sought to stay their effectiveness.
The Reconsideration Order remains subject to an appeal before the Third Circuit.

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 FCCs 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 markets 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 licensees determination of compliance with the
39% national cap,a
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 initiated that proceeding in December 2017,
and comments and reply comments will be filed
and second quarters of 2018. The FCCs April 2017 reinstatement of the
UHF discount became effective on June 15, 2017. A petition for review of the FCCs order reinstating the UHF discount remains
pending in a federa
the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well.

and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on

court, and Nexstar has intervened in the litigation in support of the FCC. Nexstar is in compliance with

in the first

l appeals

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
FCC
to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from thet
to voluntarily relinquish all or part of their spectrum in exchange for consideration, and certain wireless broadband providers and other
entities submittedtt
not relinquishing their spectrum will be repacked into the frequency banda

tt
still remaining for television broadcast use.

successful bids to acquire the relinquished television spectrum.

Over the next several years, television stations that are

The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017. Ten of Nexstars stations and

one station owned by Vaughan accepted bids to relinquish their spectrum. Of these
another station, two will move to a VHF channel and one station went off the air in November 2017. The station that went off the air is
not expected to have a significant impact on our futurett
Company has other stations which serve the same area. As discussed in Note 3, the Company derecognized the spectrum asset and
liability t
tt o surrender spectrum of this station in the fourth quarter of 2017. The remaining ten stations will be required to cease
broadcasting on their current channels (and, if applicable, implement channel sharing arrangements) on various dates through July 22,
2018, with the exception of the stations moving to VHF channels, which must vacate their current channels by September 2019 and May
2020, respectively.

financial results because it is located in a remote rural area of thet

11 total stations, eight will share a channel with

country and the

F-46

The majority ott

f thet Companys 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 redudd ced post-
auction television band. These repacked stations are required to construct anda
license the necessary technical modifications to operate
on their new assigned channels and will need to cease operating on their existing channels
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 fundff
is not available to reimburse repacking costs forff
stations which are surrendering their spectrum and entering into chanaa nel 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
FCC will be able to fuff lly reimburse its repacking costs as this is dependent on certain factors, including the Companys abilit
repacking costs that are equal to or less thant
funds to reimburse the Companya
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.

determine if thet
by Congress), and the FCC has indicated that it expects those costs to rise. The Company cannot
tt o incur
y t
a

for additional repacking costs that it previously may not have anticipated. Whether the FCC will have

the FCCs allocation of funds to the Company and whether

by deadlines which the FCC has established

the FCC will have available

The reallocation of television spectrum to broadbanda

use may be to the detriment of the Companys 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 in certain circumstances.

In March 2014, the FCC adopted a rulr e 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 ruler making
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 modififf cation of the network non-
duplication and syndicated exclusivity rules. The FCCs 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
Companys ability
an adverse effect on the Companys business, financial condition and results of operations. The Company cannot predict the resolution
of the FCCs network non-duplication and syndicated exclusivity proposals, or the impact of these proposals or the FCCs prohibition
on certain joint negotiations, on its business.

to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have

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 OTTDs 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.

F-47

13. Commitments and Contingencies

Broadcast Rights Commitments

Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the

inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and
no asset or liability has been recorded are as follows as of December 31, 2017 (in thousands):

2018
2019
2020
2021
2022
Thereafter

Operating Leases

44,263
24,927
11,814
1,243
528
541
83,316

The Company leases office space, vehicles, towers, antenna sites, studio and other operating equipment under noncancelable

operating lease arrangements expiring through December 2053. Rent expense recorded in the Companys Consolidated Statements of
Operations and Comprehensive Income for such leases was $24.6 million, $12.7 million and $12.0 million for the years ended
December 31, 2017, 2016 and 2015, respectively. Future minimum lease payments under these operating leases are as follows as of
December 31, 2017 (in thousands):

2018
2019
2020
2021
2022
Thereafter

Capital Leases

19,395
17,571
15,790
13,070
10,147
44,884
120,857

The Company leases certain equipment, tower facilities and other real estate properties under noncancelable lease arrangements.
leases and included in property and equipment (See Note 4). The future minimum lease

These contracts were accounted for as capital
payments under these agreements as of December 31, 2017 are as follows (in thousands):

2018
2019
2020
2021
2022
Thereafter

Less: Amount representing interest

1,753
1,766
1,785
1,843
1,803
17,131
26,081
8,305
17,776

F-48

Guarantee 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,d 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 December 31, 2017, Mission had a maximum
commitment of $228.7 million under its senior secured credit facility,
of which $225.7 million of debt was outstanding, Marshall had
used all its commitment under its senior secured credit facility and had outstanding obligations of $52.6 million, and Shield had also
used all of its commitment and had outstanding obligations of $23.8 million. Marshalls debt is due in June 2018 and is included in the
current liabilities in the accompanying December 31, 2017 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.

Collective Bargaining Agreements

As of December 31, 2017, certain technical, production and news employees at 13 of the Companys stations are covered by
collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any workrr
stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the
future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business,
financial condition, or results of operations.

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 Companys finaff
a
ncial
position or results of operations.

F-49

14. Segment Data

The Company evaluates the performance of its operating segments based on net revenue and operating income. The Companys

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):

Year Ended December 31, 2017
NNet revenue
Depreciation
Amortization of intangible assets
Income (loss) from operations
Goodwill
Assets

Year Ended December 31, 2016
NNet revenue
Depreciation
Amortization of intangible assets
Income (loss) from operations
Goodwill
Assets

Year ended December 31, 2015
NNet revenue
Depreciation
Amortization of intangible assets
Income (loss) from operations

Broadcast

Other

Consolidated

2,306,404
85,913
147,328
708,087
2,122,935
6,723,685

Broadcast

1,040,704
44,313
33,079
372,496
449,682
1,811,042

Broadcast

846,926
41,053
35,845
266,919

125,562
14,745
12,172
(189,342)
19,911
757,962

Other

62,486
6,987
13,493
(85,188)
23,622
1,155,043

Other

49,451
6,169
12,630
(60,812)

2,431,966
100,658
159,500
518,745
2,142,846
7,481,647

Consolidated

1,103,190
51,300
46,572
287,308
473,304
2,966,085

Consolidated

896,377
47,222
48,475
206,107

F-50

15. 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 companys 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-
ff
Guarantors column presents the combined financial information of Nexstar Digital LLC and other VIEs consolidated by Nexstar
Broadcasting (See Note 2).

Nexstar Broadcastings outstanding 5.875% Notes (the only registered debt of Nexstar) 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.

Nexstar Broadcastings 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. The 5.625% Notes and the 6.125% Notes are not registered debt but the indentures governing these notes 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.

F-51

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2017
(in thousands)

Nexstar

Non-

Consolidated

Nexstar Broadcasting Mission Guarantors Eliminations Company

ASSETS

Current assets:

Cash and cash equivalents
Accounts receivable
Amounts due from consolidated entities
Spectrum asset
Other current assets

Total current assets
Investments in subsidiaries
Amounts due from consolidated entities
Property and equipment, net
Goodwill
FCC licenses
Other intangible assets, net
Other noncurrent assets

- $
-
-
-
-
-
617,297
970,207
-
-
-
-
-

9,524 $
90,860 $
14,717
484,096
92,923
55,417
-
279,069
64,256
2,070
973,698 119,234
-
109,354
-
-
18,454
697,898
33,187
1,959,386
43,102
1,615,830
15,841
1,476,297
2,645
189,303

15,268 $
64,130
-
26,695
5,533
111,626
-
-
17,861
150,273
108,706
89,488
7,233

- $
-
(148,340)
-
-
(148,340)
(726,651)
(970,207)
(75)
-
-
-
-

Total assets

$1,587,504 $

7,021,766 $232,463 $

485,187 $ (1,845,273) $

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)

115,652
562,943
-
305,764
71,859
1,056,218
-
-
734,138
2,142,846
1,767,638
1,581,626
199,181
7,481,647

Current liabilities:

Current portion of debt
Accounts payable
Liability to surrender spectrum asset
Amounts due to consolidated entities
Other current liabilities

Total current liabilities

Debt
Amounts due to consolidated entities
Deferred tax liabilities
Other noncurrent liabilities

Total liabilities

Total Nexstar Media Group, Inc.
stockholders' equity (deficit)
NNoncontrolling interests in consolidated
variable interest entities

- $
-
-
-
-
-
-
-
-
-
-

36,243 $
24,293
286,740
-
192,827
540,103

2,314 $
1,090
-
-
13,310
16,714
4,024,129 223,428
-
-
7,626
6,214,439 247,768

714,408
613,227
322,572

54,251 $
5,753
27,347
148,340
26,535
262,226
22,095
256,010
6,214
10,343
556,888

- $
-
-
(148,340)
-
(148,340)
-
(970,418)
-
-
(1,118,758)

92,808
31,136
314,087
-
232,672
670,703
4,269,652
-
619,441
340,541
5,900,337

1,587,504

807,327

(15,305)

(82,397)

(726,515)

1,570,614

10,696
485,187 $ (1,845,273) $

10,696
7,481,647

Total liabilities and stockholders' equity (deficit) $1,587,504 $

7,021,766 $232,463 $

F-52

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
Accounts receivable
Amounts due from consolidated entities
Other current assets

Total current assets
Investments in subsidiaries
Amounts due from consolidated entities
Property and equipment, net
Goodwill
FCC licenses
Other intangible assets, net
Restricted cash
Other noncurrent assets

- $
-
-
-
-
256,391
-
-
-
-
-
-
-

75,830 $
184,921
5,623
53,762
320,136
38,259
66,170
244,623
380,164
468,963
258,502
901,080
72,070

6,478 $
12,332
80,815
1,337
100,962
-
-
19,564
33,187
43,102
17,922
-
11,144

Total assets

$256,391 $

2,749,967 $ 225,881 $

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)

5,372 $
20,805
-
2,380
28,557
-
-
12,041
59,953
30,459
48,313
-
1,856
181,179 $

- $
-
(86,438)
-
(86,438)
(294,650)
(66,170)
(75)
-
-
-
-
-

(447,333) $

87,680
218,058
-
57,479
363,217
-
-
276,153
473,304
542,524
324,737
901,080
85,070
2,966,085

Current liabilities:

Current portion of debt
Accounts payable
Amounts due to consolidated entities
Other current liabilities

Total current liabilities

Debt
Amounts due to consolidated entities
Deferred tax liabilities
Other noncurrent liabilities

Total liabilities

Total Nexstar Media Group, Inc.
stockholders' equity (deficit)
NNoncontrolling interest in a consolidated
variable interest entity

- $
-
-
-
-
-
66,380
-
-
66,380

19,759 $
16,234
-
118,049
154,042
2,045,827
-
118,155
33,959
2,351,983

2,334 $
524
-
9,017
11,875
221,431
-
-
9,832
243,138

6,000 $
2,996
86,438
14,665
110,099
47,068
-
13,853
2,028
173,048

- $
-
(86,438)
-
(86,438)
-
(66,380)
-
-
(152,818)

28,093
19,754
-
141,731
189,578
2,314,326
-
132,008
45,819
2,681,731

190,011

289,290

(21,257)

5,612

(294,515)

169,141

108,694

4,000

2,519
181,179 $

(447,333) $

115,213
2,966,085

Total liabilities and stockholders' equity (deficit) $256,391 $

2,749,967 $ 225,881 $

F-53

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31, 2017
(in thousands)

NNet broadcast revenue (including trade and barter)
Revenue between consolidated entities

Net revenue

Operating expenses (income):

Direct operating expenses, excluding

depreciation and amortization
Selling, general, and administrative expenses,
excluding depreciation and amortization

Local service agreement fees between
consolidated entities
Amortization of broadcast rights
Amortization of intangible assets
Depreciation
Goodwill and intangible assets impairment
Gain on disposal of stations, net

Total operating expenses
Income (loss) from operations

Interest expense, net
Loss on extinguishment of debt
Other expenses
Equity in income of subsidiaries

Income (loss) before income taxes

Income tax benefit (expense)

Net income (loss)
Net income attributable to noncontrolling
interests

Net income (loss) attributable to Nexstar Media Group, Inc.

NNet Income (loss)
Other comprehensive income:
Change in unrecognized amounts included in pension and
postretirement
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Nexstar Media Group, Inc.

obligations, net of tax of $2,160

Nexstar

-
-
-

-
-
-
-

-
-
-
-
-
-
471,363
471,363
-
471,363

Nexstar

Broadcasting Mission
$ 70,592
$
36,580
107,172

2,160,330
71,434
2,231,764

Non-
Guarantors
201,044
$
38,272
239,316

Eliminations
-
$
(146,286)
(146,286)

Consolidated
Company

2,431,966
-
2,431,966

793,606

35,820

167,690

(3,711)

993,405

569,194

4,168

43,423

(24,799)

591,986

51,859
92,888
137,808
91,791
-
(57,716)
1,679,430
552,334
(226,853)
(32,523)
(1,284)
-
291,674
219,460
511,134

35,500
5,645
2,422
2,342
-
-
85,897
21,275
(10,135)
(2,133)
-
-
9,007
(3,400)
5,607

30,417
6,870
19,270
6,525
19,985
-
294,180
(54,864)
(4,207)
(226)
-
-
(59,297)
17,883
(41,414)

(117,776)
-
-
-
-
-
(146,286)
-
-
-
-
(471,363)
(471,363)
-
(471,363)

-
105,403
159,500
100,658
19,985
(57,716)
1,913,221
518,745
(241,195)
(34,882)
(1,284)
-
241,384
233,943
475,327

-
$ 471,363

$ 471,363

-
471,363
-
$ 471,363

-
511,134

511,134

6,140
517,274
-
517,274

-
5,607

5,607

-
5,607
-
5,607

(330)
(41,744) $

(471,363) $

(330)
474,997

(41,414) $

(471,363) $

475,327

-
(41,414)
(330)
(41,744) $

-
(471,363)
-

(471,363) $

6,140
481,467
(330)
481,137

F-54

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31, 2016
(in thousands)

NNet broadcast revenue (including trade and barter)
Revenue between consolidated entities

Net revenue

Operating expenses:

Direct operating expenses, excluding

depreciation and amortization

Selling, general, and administrative expenses,

excluding depreciation and amortization

Local service agreement fees between

consolidated entities

Amortization of broadcast rights
Amortization of intangible assets
Depreciation
Goodwill impairment

Total operating expenses
Income (loss) from operations

Interest expense, net
Other expenses
Equity in income of subsidiaries

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

NNet income attributable to noncontrolling interests

Net income (loss) attributable to Nexstar Media Group, Inc.
Comprehensive income attributable to Nexstar Media Group, Inc.

Nexstar

Broadcasting Mission
$ 61,402
$
42,930
104,332

939,333
34,436
973,769

Non-
Guarantors
102,455
$
11,942
114,397

Eliminations
-
$
(89,308)
(89,308)

Consolidated
Company

1,103,190
-
1,103,190

284,866

30,278

246,698

3,611

67,067

18,822

(214)

381,997

(5,525)

263,606

49,202
47,990
27,394
45,173
186
701,509
272,260
(104,231)
(555)
-
167,474
(69,149)
98,325
-
98,325
98,325

18,000
5,567
2,544
2,400
-
62,400
41,932
(10,251)
-
-
31,681
(12,337)
19,344
-
19,344
$ 19,344

16,367
3,588
16,634
3,727
15,076
141,281
(26,884)
(1,599)
-
-
(28,483)
3,914
(24,569)
(1,563)
(26,132)
(26,132) $

(83,569)
-
-
-
-
(89,308)
-
-
-
(72,193)
(72,193)
-
(72,193)
-
(72,193)
(72,193) $

-
57,145
46,572
51,300
15,262
815,882
287,308
(116,081)
(555)
-
170,672
(77,572)
93,100
(1,563)
91,537
91,537

Nexstar

-
-
-

-
-
-
-

-
-
-
-
72,193
72,193
-
72,193
-
72,193
72,193

F-55

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31, 2015
(in thousands)

NNet broadcast revenue (including trade and barter)
Revenue between consolidated entities

Net revenue

Operating expenses:

Direct operating expenses, excluding

depreciation and amortization

Selling, general, and administrative expenses,

excluding depreciation and amortization

Local service agreement fees between

consolidated entities

Amortization of broadcast rights
Amortization of intangible assets
Depreciation

Total operating expenses
Income (loss) from operations

Interest expense
Other expenses
Equity in income of subsidiaries

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

NNet loss attributable to noncontrolling interests

Net income (loss) attributable to Nexstar Media Group, Inc.
Comprehensive income attributable to Nexstar Media Group, Inc.

Nexstar

-
-
-

Nexstar

Broadcasting Mission
$ 51,132
$
37,135
88,267

759,694
25,854
785,548

Non-
Guarantors
85,551
$
11,997
97,548

Eliminations
-
$
(74,986)
(74,986)

Consolidated
Company

896,377
-
896,377

233,530

24,667

213,415

3,605

44,064

19,591

(4)

302,257

(4,131)

232,480

-
-
-
-
-
-
-
-
59,256
59,256
-
59,256
-
59,256
59,256

44,997
49,044
29,312
41,833
612,131
173,417
(69,649)
(517)
-
103,251
(39,851)
63,400
-
63,400
63,400

9,780
5,766
2,540
2,435
48,793
39,474
(9,325)
-
-
30,149
(12,172)
17,977
-
17,977
$ 17,977

16,074
5,026
16,623
2,954
104,332
(6,784)
(1,546)
-
-
(8,330)
3,336
(4,994)
1,301
(3,693)
(3,693) $

(70,851)
-
-
-
(74,986)
-
-
-
(59,256)
(59,256)
-
(59,256)
-
(59,256)
(59,256) $

-
59,836
48,475
47,222
690,270
206,107
(80,520)
(517)
-
125,070
(48,687)
76,383
1,301
77,684
77,684

F-56

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2017
(in thousands)

Cash flows from operating activities

Nexstar
$

Cash flows from investing activities:
Purchases of property and equipment
Deposits and payments for acquisitions
Proceeds from sale of stations
Proceeds received to relinquish

spectrum

Other investing activities

Net cash used in investing activities

Cash flows from financing activities:
Proceeds from long-term debt
Repayments of long-term debt
Premium paid on debt extinguishment
Payments for debt financing costs
Purchase of noncontrolling interests
Payments for contingent consideration
Common stock dividends paid
Purchase of treasury stock
Inter-company payments
Other financing activities

Net cash provided by (used in)

financing activities
NNet increase in cash and
cash equivalents
Cash and cash equivalents at beginning
of period
Cash and cash equivalents at end
of period

-
-
-

-
-
-
-
-
-
(55,892)
(99,008)
150,844
4,056

Nexstar

Broadcasting Mission
4,692
$

106,118

Non-
Guarantors
25,911
$

Eliminations
-
$

Consolidated
Company

136,721

(62,056)
(2,974,454)
481,946

478,608
24,587
(2,051,369)

4,149,575
(1,640,088)
(18,050)
(48,235)
(66,901)
(258,647)
-
-
(150,844)
(6,529)

(700)
(800)
-

-
100
(1,400)

230,609
(227,051)
-
(3,804)
-

-
-
-
-

(9,705)
-
-

-
402
(9,303)

53,797
(55,190)
-
-
-
(5,000)
-
-
-
(319)

1,960,281

(246)

(6,712)

15,030

75,830

3,046

6,478

9,896

5,372

90,860

9,524

15,268

-
-
-

-
-
-
-
-
-
-
-
-
-

(72,461)
(2,975,254)
481,946

478,608
25,089
(2,062,072)

4,433,981
(1,922,329)
(18,050)
(52,039)
(66,901)
(263,647)
(55,892)
(99,008)
-
(2,792)

1,953,323

27,972

87,680

115,652

F-57

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2016
(in thousands)

Cash flows from operating activities

Nexstar
$

Broadcasting Mission
5,370
$

251,736

Nexstar

Non-
Guarantors
4,411
$

Eliminations
-
$

Consolidated
Company

261,517

-
-
-
-

-
-

-
-
-
-

(31,870)
(103,970)
(4,345)
(140,185)

58,000
(80,140)
(29,445)
(20,707)
-
(4,776)
(77,068)

44,264

43,416

87,680

Cash flows from investing activities:
Purchases of property and equipment
Deposits and payments for acquisitions
Other investing activities

Net cash used in investing activities

Cash flows from financing activities:
Proceeds from long-term debt
Repayments of long-term debt
Common stock dividends paid
Payments for debt financing costs
Inter-company payments
Other financing activities
NNet cash used in financing activities
NNet (decrease) increase in cash and
cash equivalents
Cash and cash equivalents at beginning
of period
Cash and cash equivalents at end
of period

-
-
-
-

(28,326)
(103,970)
(4,345)
(136,641)

-
-
(29,445)
-
28,220
1,225
-

58,000
(73,155)
-
(20,024)
(28,220)
(3,358)
(66,757)

48,338

27,492

(241)
-
-
(241)

-
(2,335)
-
(683)
-
-
(3,018)

2,111

4,367

(3,303)
-
-
(3,303)

-
(4,650)
-
-
-
(2,643)
(7,293)

(6,185)

11,557

75,830

6,478

5,372

F-58

Cash flows from operating activities

Cash flows from investing activities:
Purchases of property and equipment
Deposits and payments for acquisitions
Proceeds from sale of a station
Other investing activities

Net cash used in investing activities

-
-
-
-
-

Cash flows from financing activities:
Proceeds from long-term debt
Repayments of long-term debt
Common stock dividends paid
Purchase of treasury stock
Inter-company payments
Other financing activities
NNet cash provided by financing activities
NNet increase (decrease) in cash and cash

equivalents

Cash and cash equivalents at beginning

of period

Cash and cash equivalents at end of

period

-
-
(23,686)
(48,660)
68,989
3,357
-

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2015
(in thousands)

Nexstar

Nexstar
$

Broadcasting Mission
$ 10,931
$

171,518

Non-
Guarantors
22,859
$

Eliminations
-
$

Consolidated
Company

205,308

(26,636)
(510,701)
70,305
3,450
(463,582)

419,950
(155,653)
-
-
(68,989)
(6,224)
189,084

(258)
-
-
150
(108)

-
(7,337)
-
-
-
(8)
(7,345)

(2,303)
(8,548)
-
200
(10,651)

2,000
(3,300)
-
-
-
98
(1,202)

(102,980)

3,478

11,006

130,472

889

551

27,492

4,367

11,557

176
43,300
(43,300)
(176)
-

-
-
-
-
-
-
-

(29,021)
(475,949)
27,005
3,624
(474,341)

421,950
(166,290)
(23,686)
(48,660)
-
(2,777)
180,537

(88,496)

131,912

43,416

F-59

16. Unaudited Quarterly Data

NNet revenue
Income from operations
(Loss) income before income taxes
NNet income attributable to Nexstar
Basic net income per common share
Basic weighted average shares outstanding
Diluted net income per common share
Diluted weighted average shares outstanding

NNet revenue
Income from operations
Income before income taxes
NNet income attributable to Nexstar
Basic net income per common share
Basic weighted average shares outstanding
Diluted net income per common share
Diluted weighted average shares outstanding

17. Valuation and Qualifying Accounts

Allowance for Doubtful Accounts Rollforward

Year Ended December 31, 2017
Year Ended December 31, 2016
Year Ended December 31, 2015

(1) Uncollectible accounts written off, net of recoveries.

18. Subsequent Events

Three Months Ended

March 31,
2017

June 30,
2017

September 30,
2017

December 31,
2017

(in thousands, except per share amounts)

540,317
110,151
(997)
6,049
0.14
44,200
0.13
45,419

626,115
138,685
80,777
43,992
0.94
46,931
0.91
48,195

611,870
129,072
74,085
46,475
1.01
46,107
0.98
47,452

653,664
140,837
87,519
378,481
8.27
45,754
8.03
47,149

Three Months Ended

March 31,
2016

June 30,
2016

September 30,
2016

December 31,
2016

(in thousands, except per share amounts)

255,658
57,929
37,139
21,727
0.71
30,658
0.69
31,538

261,994
64,007
43,283
24,529
0.80
30,680
0.78
31,620

275,659
72,897
43,149
24,799
0.81
30,695
0.78
31,698

309,879
92,475
47,101
20,482
0.67
30,713
0.64
31,798

Balance at
Beginning
of Period

Additions
Charged to
Costs and
Expenses

Deductions(1)

Balance at
End of
Period

5,805
5,369
3,002

10,263
4,160
3,443

(2,710) $
(3,724)
(1,076)

13,358
5,805
5,369

On January 16, 2018, Nexstar completed its previously announced acquisition of the outstanding equity of LKQD for an initial
cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on hand and
borrowing from our revolving credit facility
million in cash payments if certain performance targets are met during the calendar year 2019. See Note 3 forff

of $44.0 million. Additionally, the sellers could receive up to a maximum of $35.0
additional informff

ation.

On February 1, 2018, Nexstars Board of Directors declared a quarterly dividend of $0.375 per share of its Class A common

stock. The dividend was payable on March 2, 2018 to stockholders of record on February 16, 2018.

On February 1, 2018, Nexstar prepaid $20.0 million of the outstanding principal balance under its Term Loan B, funded by cash

on hand.

On February 16, 2018, Nexstar repaid $20.0 million of the outstanding principal balance under its revolving credit facility,

funded by cash on hand.

F-60

Non-GAAP Financial Information

We utilize broadcast cash flow, adjusted EBITDA and free cash flow in our communications with investors. These

financial measures are not defined under U.S. GAAP.

Broadcast cash flow is calculated as net income, plus interest expense (net), loss on extinguishment of debt, income tax

expense (benefit), other expense (income), corporate expenses, depreciation, amortization of intangible assets and
broadcast rights (excluding barter), (gain) loss on asset disposal, non-cash representation contract termination fee, change
in the fair value of contingent consideration and goodwill and intangible assets impairment, minus broadcast rights
payments. We consider broadcast cash flow to be an indicator of our assets’ operating performance. We also believe that
broadcast cash flow and multiples of broadcast cash flow are useful to investors because it is frequently used by industry
analysts, investors and lenders as a measure of valuation for broadcast companies.

Adjusted EBITDA is calculated as broadcast cash flow less corporate expenses. We consider adjusted EBITDA to be an

indicator of our station assets’ operating performance and a measure of our ability to service debt. It is also used by
management for strategic acquisitions and investments, maintain capital assets and fund ongoing operations and working
capital needs. We also believe that adjusted EBITDA is useful to investors and lenders as a measure of valuation and ability
to service debt.

Free cash flow is calculated as net income, plus interest expense, (net), loss on extinguishment of debt, income tax
expense (benefit), other expense (income), depreciation, amortization of intangible assets and broadcast rights (excluding
barter), (gain) loss on asset disposal, non-cash compensation expense, non-cash representation contract termination fee,
change in the fair value of contingent consideration and goodwill and intangible assets impairment, less payments for
broadcast rights, cash interest expense, capital expenditures, proceeds from disposals of property and equipment, and net
operating cash income taxes. We consider free cash flow to be an indicator of our assets’ operating performance. In
addition, this measure is useful to investors because it is frequently used by industry analysts, investors and lenders as a
measure of valuation for broadcast companies, although their definitions of free cash flow may differ from our definition.

In the following tables, we have provided reconciliations between our net income, a GAAP defined measure which is

presented in our financial statements, and our non-GAAP measures. While many of these amounts are presented in our
financial statements, these tables are unaudited. The amounts below are presented in thousands.

Net income
Add:

Interest expense, net
Loss on extinguishment of debt
Income tax (benefit) expense
Depreciation
Amortization of intangible assets
Amortization of broadcast rights, excluding barter
Loss (gain) on asset disposal, net
Corporate expenses
Change in the fair value of contingent consideration
Goodwill and intangible assets impairment
Other

Less:

Payments for broadcast rights

Broadcast cash flow
Less:

Corporate expenses, excluding one-time transaction expenses

Adjusted EBITDA before one-time transaction expenses
Less:

Corporate one-time transaction expenses

Years Ended December 31,

2017

2016

$ 475,327

93,100

241,195
34,882
(233,943)
100,658
159,500
62,908
(55,982)
125,274

—
19,985
1,284

62,531

868,557

66,326

802,231

58,948

116,081

—
77,572
51,300
46,572
22,461
1,553
51,177
4,043
15,262
555

23,004

456,672

42,397

414,275

8,780

Adjusted EBITDA

$ 743,283

$ 405,495

Net income
Add:

Interest expense, net
Loss on extinguishment of debt
Income tax (benefit) expense
Depreciation
Amortization of intangible assets
Amortization of broadcast rights, excluding barter
Loss (gain) on asset disposal, net
Non-cash compensation expense
Change in the fair value of contingent consideration
Goodwill and intangible assets impairment
Corporate one-time transaction expenses
Other

Less:

Payments for broadcast rights
Cash interest expense(1)
Capital expenditures from normal operations
Capital expenditures related to station repack
Capital expenditures related to relinquishment of spectrum
Proceeds from disposals of property and equipment
Operating cash income taxes, net of refunds(2)

Free cash flow before one-time transaction expenses
Less:

Corporate one-time transaction expenses

Free cash flow

Years Ended December 31,

2017

2016

$ 475,327

93,100

241,195
34,882
(233,943)
100,658
159,500
62,908
(55,982)
24,068
—
19,985
58,948
1,284

62,531
211,137
69,553
2,590
318
(20,026)
34,767

527,960

116,081

—
77,572
51,300
46,572
22,461
1,553
11,390
4,043
15,262
8,780
555

23,004
111,512
31,870
—
—
(718)
29,391

253,610

58,948

8,780

$ 469,012

$ 244,830

(1) Excludes payments of $19.6 million in one-time fees during the twelve months ended December 31, 2017 associated

with the financing of the Company’s merger with Media General.

(2) Excludes the payment of $57.0 million in taxes during the twelve months ended December 31, 2017 related to tax

liabilities resulting from various sale of stations and $180.9 million related to the proceeds received to relinquish the
spectrum of certain stations.

Board of Directors

Officers

Perry A. Sook
Chairman
Geoff Armstrong (1)(2)
Chief Executive Officer
310 Partners
Dennis J. FitzSimons (1)
Chairman of the Board
Robert R. McCormick Foundation
Jay M. Grossman (2)
Managing Partner and Co-Chief Executive Officer
ABRY Partners, LLC
C. Thomas McMillen (3)
President and Chief Executive Officer
LEAD1 Association
Lisbeth McNabb (1)
Chief Financial Officer and Chief Operating Officer
Linux Foundation
Dennis A. Miller (2)
Investor
John R. Muse (3)
Chairman of the Board
Lucchese, Inc. and Free Flow Wines
I. Martin Pompadur (3)
Investor

Committee Membership:
(1) Audit Committee
(2) Compensation Committee
(3) Nominating & Corporate Governance Committee

Perry A. Sook
President and Chief Executive Officer
Thomas E. Carter
Executive Vice President and Chief Financial Officer
Timothy C. Busch
President, Nexstar Broadcasting, Inc.
Gregory Raifman
President, Nexstar Digital LLC
Brian Jones
Executive Vice President, Chief Operating Officer
Nexstar Broadcasting, Inc.
Elizabeth Ryder
Executive Vice President, General Counsel and Secretary
Blake Russell
Executive Vice President, Station Operations and
Content Development
Brett Jenkins
Executive Vice President, Chief Technology Officer
Andrew Alford
Senior Vice President and Regional Manager
Doug Davis
Senior Vice President and Regional Manager
Keith Hopkins
Senior Vice President, Distribution
Anthony Katsur
Senior Vice President of Platforms
Diane Kniowski
Senior Vice President and Regional Manager
Julie Pruett
Senior Vice President and Regional Manager
Rajesh Ramanan
Senior Vice President of Operations
William Sally
Senior Vice President and Regional Manager
Daniel Street
Senior Vice President of Operations Group
Theresa Underwood
Senior Vice President and Regional Manager
Mike Vaughn
Senior Vice President and Regional Manager

Stock Exchange Listing
NASDAQ Global Select Market
Symbol: NXST
Stock Transfer Agent and
Registrar
American Stock Transfer &
Trust Company

Legal Counsel
Kirkland & Ellis LLP
New York, NY
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
Dallas, TX

Additional Information

Corporate Headquarters
Nexstar Media Group, Inc.
545 E. John Carpenter Freeway
Suite 700
Irving, TX 75062
(972) 373-8800 Phone
(972) 373-8888 Fax
www.nexstar.tv
Annual Meeting of Stockholders
The 2018 Annual Meeting will be held
on Wednesday, June 6, 2018
at 10:00 a.m., CDT,
at 545 E. John Carpenter Freeway,
Suite 120,
Irving, TX 75062