Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NXST | |
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | |
Entity Central Index Key | 0001142417 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-50478 | |
Entity Tax Identification Number | 23-3083125 | |
Entity Address, Address Line One | 545 E. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75062 | |
City Area Code | 972 | |
Local Phone Number | 373-8800 | |
Entity Common Stock, Shares Outstanding | 33,931,016 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 150 | $ 204 | |
Restricted cash and cash equivalents | 14 | 16 | |
Accounts receivable, net of allowance for credit losses of $18 and $18, respectively | 891 | 1,080 | |
Broadcast rights | 133 | 194 | |
Prepaid expenses and other current assets | 152 | 121 | |
Total current assets | 1,340 | 1,615 | |
Property and equipment, net | 1,279 | 1,262 | |
Goodwill | 2,965 | 2,961 | |
FCC licenses | 2,929 | 2,910 | |
Intangible assets, net | 2,212 | 2,434 | |
Investments | 946 | 1,119 | |
Other noncurrent assets, net | 376 | 378 | |
Total assets | [1] | 12,047 | 12,679 |
Current liabilities: | |||
Current portion of debt | 124 | 124 | |
Accounts payable | 142 | 198 | |
Broadcast rights payable | 142 | 151 | |
Accrued expenses | 322 | 319 | |
Operating lease liabilities | 48 | 50 | |
Other current liabilities | 74 | 51 | |
Total current liabilities | 852 | 893 | |
Debt | 6,742 | 6,827 | |
Deferred tax liabilities | 1,569 | 1,606 | |
Other noncurrent liabilities | 538 | 584 | |
Total liabilities | [1] | 9,701 | 9,910 |
Commitments and contingencies (Note 14) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of September 30, 2023 and December 31, 2022 | |||
Common stock | |||
Additional paid-in capital | 1,269 | 1,288 | |
Accumulated other comprehensive income | 27 | 27 | |
Retained earnings | 3,120 | 3,033 | |
Treasury stock - at cost; 13,088,563 and 10,472,637 shares as of September 30, 2023 and December 31, 2022, respectively | (2,084) | (1,607) | |
Total Nexstar Media Group, Inc. stockholders' equity | 2,332 | 2,741 | |
Noncontrolling interests | 14 | 28 | |
Total stockholders' equity | 2,346 | 2,769 | |
Total liabilities and stockholders' equity | 12,047 | 12,679 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 1,730 | 1,871 | |
Other Intangible Assets [Member] | |||
Current assets: | |||
Intangible assets, net | $ 482 | $ 563 | |
[1] The condensed consolidated total assets as of September 30, 2023 and December 31, 2022 include certain assets held by consolidated VIEs of $ 302 million and $ 304 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of September 30, 2023 and December 31, 2022 include certain liabilities of consolidated VIEs of $ 150 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Accounts receivable, allowance for doubtful accounts | $ 18 | $ 18 | |
Stockholders' equity: | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 200,000 | 200,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 47,282,823 | 47,282,823 | |
Common stock, shares outstanding | 34,194,260 | 36,810,186 | |
Treasury Stock, Shares | 13,088,563 | 10,472,637 | |
ASSETS | |||
Total assets | [1] | $ 12,047 | $ 12,679 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Total liabilities | [1] | 9,701 | 9,910 |
Non Guarantor VIEs [Member] | |||
ASSETS | |||
Total assets | 302 | 304 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Total liabilities | $ 150 | $ 148 | |
[1] The condensed consolidated total assets as of September 30, 2023 and December 31, 2022 include certain assets held by consolidated VIEs of $ 302 million and $ 304 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of September 30, 2023 and December 31, 2022 include certain liabilities of consolidated VIEs of $ 150 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues [Abstract] | ||||
Net revenue | $ 1,132 | $ 1,269 | $ 3,629 | $ 3,724 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 537 | 511 | 1,613 | 1,503 |
Selling, general and administrative expenses, excluding depreciation and amortization | 281 | 260 | 808 | 775 |
Depreciation and amortization expense | 220 | 142 | 731 | 431 |
Other | (3) | |||
Total operating expenses | 1,038 | 913 | 3,152 | 2,706 |
Income from operations | 94 | 356 | 477 | 1,018 |
Gain on bargain purchase | 54 | 54 | ||
Income from equity method investments, net | 24 | 37 | 82 | 110 |
Interest expense, net | (113) | (89) | (332) | (233) |
Pension and other postretirement plans credit, net | 9 | 11 | 27 | 33 |
Other income (expenses), net | 1 | (10) | ||
Income before income taxes | 14 | 370 | 254 | 972 |
Income tax expense | (6) | (82) | (83) | (206) |
Net income | 8 | 288 | 171 | 766 |
Net loss attributable to noncontrolling interests | 17 | 1 | 61 | 2 |
Net income attributable to Nexstar Media Group, Inc. | $ 25 | $ 289 | $ 232 | $ 768 |
Net income per common share attributable to Nexstar Media Group, Inc.: | ||||
Basic | $ 0.71 | $ 7.45 | $ 6.47 | $ 19.21 |
Diluted | $ 0.7 | $ 7.3 | $ 6.37 | $ 18.81 |
Weighted average number of common shares outstanding: | ||||
Basic (in thousands) | 34,931 | 38,767 | 35,806 | 39,964 |
Diluted (in thousands) | 35,367 | 39,560 | 36,370 | 40,816 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Noncontrolling interests [Member] |
Balance at Dec. 31, 2021 | $ 2,856 | $ 1,311 | $ 2,204 | $ 141 | $ (807) | $ 7 | |
Balance, Shares at Dec. 31, 2021 | 47,291,463 | ||||||
Balance, Shares at Dec. 31, 2021 | (6,534,034) | ||||||
Purchase of treasury stock | (621) | $ (621) | |||||
Purchase of treasury stock, shares | (3,569,673) | ||||||
Stock-based compensation expense | 43 | 43 | |||||
Vesting of restricted stock units and exercise of stock options | (5) | (83) | $ 78 | ||||
Vesting of restricted stock units and exercise of stock options, shares | 1,090,514 | ||||||
Dividends declared on common stock | (108) | (108) | |||||
Noncontrolling interests from a business combination | 24 | 24 | |||||
Distribution to a noncontrolling interest | (7) | (7) | |||||
Net income (loss) | 766 | 768 | (2) | ||||
Balance at Sep. 30, 2022 | 2,948 | 1,271 | 2,864 | 141 | $ (1,350) | 22 | |
Balance, Shares at Sep. 30, 2022 | 47,291,463 | ||||||
Balance, Shares at Sep. 30, 2022 | (9,013,193) | ||||||
Balance at Jun. 30, 2022 | 2,869 | 1,258 | 2,610 | 141 | $ (1,140) | ||
Balance, Shares at Jun. 30, 2022 | 47,291,463 | ||||||
Balance, Shares at Jun. 30, 2022 | (7,867,571) | ||||||
Purchase of treasury stock | (215) | $ (215) | |||||
Purchase of treasury stock, shares | (1,197,138) | ||||||
Stock-based compensation expense | 17 | 17 | |||||
Vesting of restricted stock units and exercise of stock options | 1 | (4) | $ 5 | ||||
Vesting of restricted stock units and exercise of stock options, shares | 51,516 | ||||||
Dividends declared on common stock | (35) | (35) | |||||
Noncontrolling interests from a business combination | 24 | 24 | |||||
Net income (loss) | 288 | 289 | (1) | ||||
Other | (1) | (1) | |||||
Balance at Sep. 30, 2022 | 2,948 | 1,271 | 2,864 | 141 | $ (1,350) | 22 | |
Balance, Shares at Sep. 30, 2022 | 47,291,463 | ||||||
Balance, Shares at Sep. 30, 2022 | (9,013,193) | ||||||
Balance at Dec. 31, 2022 | $ 2,769 | 1,288 | 3,033 | 27 | $ (1,607) | 28 | |
Balance, Shares at Dec. 31, 2022 | 47,282,823 | 47,282,823 | |||||
Balance, Shares at Dec. 31, 2022 | (10,472,637) | (10,472,637) | |||||
Purchase of treasury stock | $ (518) | $ (514) | $ (518) | ||||
Purchase of treasury stock, shares | (3,152,635) | (3,152,635) | |||||
Stock-based compensation expense | 44 | 44 | |||||
Vesting of restricted stock units and exercise of stock options | (22) | (63) | $ 41 | ||||
Vesting of restricted stock units and exercise of stock options, shares | 536,709 | ||||||
Dividends declared on common stock | (145) | (145) | |||||
Contribution from noncontrolling interests | 47 | 47 | |||||
Net income (loss) | 171 | 232 | (61) | ||||
Balance at Sep. 30, 2023 | $ 2,346 | 1,269 | 3,120 | 27 | $ (2,084) | 14 | |
Balance, Shares at Sep. 30, 2023 | 47,282,823 | 47,282,823 | |||||
Balance, Shares at Sep. 30, 2023 | (13,088,563) | (13,088,563) | |||||
Balance at Jun. 30, 2023 | $ 2,563 | 1,263 | 3,142 | 27 | $ (1,889) | 20 | |
Balance, Shares at Jun. 30, 2023 | 47,282,823 | ||||||
Balance, Shares at Jun. 30, 2023 | (11,901,423) | ||||||
Purchase of treasury stock | (200) | $ (200) | |||||
Purchase of treasury stock, shares | (1,274,852) | ||||||
Stock-based compensation expense | 16 | 16 | |||||
Vesting of restricted stock units and exercise of stock options | (5) | (10) | $ 5 | ||||
Vesting of restricted stock units and exercise of stock options, shares | 87,712 | ||||||
Dividends declared on common stock | (47) | (47) | |||||
Contribution from noncontrolling interests | 11 | 11 | |||||
Net income (loss) | 8 | 25 | (17) | ||||
Balance at Sep. 30, 2023 | $ 2,346 | $ 1,269 | $ 3,120 | $ 27 | $ (2,084) | $ 14 | |
Balance, Shares at Sep. 30, 2023 | 47,282,823 | 47,282,823 | |||||
Balance, Shares at Sep. 30, 2023 | (13,088,563) | (13,088,563) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends declared (per share) | $ 1.35 | $ 0.9 | $ 4.05 | $ 2.7 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 171 | $ 766 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 731 | 431 |
Stock-based compensation expense | 44 | 43 |
Amortization of debt financing costs, debt discounts and premium | 8 | 10 |
Deferred income taxes | (37) | (32) |
Payments for broadcast rights | (322) | (97) |
Gain on bargain purchase | (54) | |
Income from equity method investments, net | (82) | (110) |
Distribution from equity method investments - return on capital | 259 | 235 |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | 191 | 80 |
Prepaid and other current assets | (6) | 13 |
Other noncurrent assets | (21) | 1 |
Accounts payable | (54) | (80) |
Accrued expenses and other current liabilities | (3) | 45 |
Income tax payable | (25) | (36) |
Other noncurrent liabilities | (36) | (37) |
Other | (1) | 7 |
Net cash provided by operating activities | 817 | 1,185 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (113) | (100) |
Payments for acquisitions | (38) | |
Deposits received associated with the sale of real estate assets | 10 | 13 |
Proceeds from sale of real estate and other assets | 45 | |
Cash acquired on business acquisition | 29 | |
Other investing activities, net | 4 | 2 |
Net cash used in investing activities | (137) | (11) |
Cash flows from financing activities: | ||
Proceeds from debt issuance, net of debt discounts | 2,480 | |
Repayments of long-term debt | (93) | (2,730) |
Purchase of treasury stock | (509) | (621) |
Common stock dividends paid | (145) | (108) |
Payments for capitalized software obligations | (14) | (11) |
Contribution from noncontrolling interests | 47 | |
Cash paid for shares withheld for taxes | (24) | (13) |
Payments for contingent consideration in connection with a past acquisition | (14) | |
Other financing activities, net | 2 | (1) |
Net cash used in financing activities | (736) | (1,018) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (56) | 156 |
Cash, cash equivalents and restricted cash at beginning of period | 220 | 207 |
Cash, cash equivalents and restricted cash at end of period | 164 | 363 |
Supplemental information: | ||
Interest paid | 335 | 243 |
Income taxes paid, net of refunds | 142 | 273 |
Non-cash investing and financing activities: | ||
Accrued and noncash purchases of property and equipment | 37 | 10 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 26 | $ 29 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 25 | $ 289 | $ 232 | $ 768 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1: Organization and Business Operations As used in this Quarterly Report on Form 10-Q, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly-owned and majority-owned subsidiaries; the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements under authoritative guidance related to the consolidation of VIEs; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar. Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States. As of September 30, 2023 , we owned, operated, programmed or provided sales and other services to 200 full power television stations and one AM radio station, including those television stations owned by VIEs, in 116 markets in 39 states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks. As of September 30, 2023 , Nexstar’s stations reached approximately 39 % of all U.S. television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount). Through various local service agreements, we provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and one television station owned by an unconsolidated VIE. Nexstar also owns a 75.0 % interest in The CW Network, LLC, the fifth major broadcast network in the U.S. (“The CW”), NewsNation, a national cable news network, two digital multicast networks, Antenna TV and Rewind TV, multicast network services provided to third parties, and a 31.3 % ownership stake in Television Food Network, G.P. (“TV Food Network”). Our digital assets include 142 local websites and 286 mobile applications, 25 connected television applications, six free ad-supported television channels representing products of our local television stations, The CW, NewsNation, The Hill and BestReviews, and a suite of advertiser solutions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (see “Variable Interest Entities” section below). Noncontrolling interests represent the minority owners’ share in profit or loss and equity of The CW and the VIE owners’ share in profit or loss and equity in the consolidated VIEs. Noncontrolling interests are presented as a component separate from Nexstar’s stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in 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. Interim Financial Statements The Condensed Consolidated Financial Statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for credit losses, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. As of September 30, 2023, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Condensed Consolidated Financial Statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2022. The balance sheet as of December 31, 2022 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of a station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (iii) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2023 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA WFXP, KHMT and KFQX SSA & JSA KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB LMA WNAC and WPIX White Knight Broadcasting (“White Knight”) SSA & JSA WVLA and KFXK Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA LMA KNVA Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in millions): September 30, 2023 December 31, 2022 Current assets: Cash and cash equivalents $ 5 $ 6 Accounts receivable, net 15 26 Prepaid expenses and other current assets 5 6 Total current assets 25 38 Property and equipment, net 60 59 Goodwill 151 151 FCC licenses 200 200 Network affiliation agreements, net 71 76 Other noncurrent assets, net 70 80 Total assets $ 577 $ 604 Current liabilities: Current portion of debt $ 3 $ 3 Other current liabilities 37 30 Total current liabilities 40 33 Debt 351 353 Deferred tax liabilities 35 35 Other noncurrent liabilities 80 85 Total liabilities $ 506 $ 506 The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions): September 30, 2023 December 31, 2022 Current assets $ 3 $ 4 Property and equipment, net 12 11 Goodwill 62 62 FCC licenses 200 200 Network affiliation agreements, net 23 26 Other noncurrent assets, net 2 1 Total assets $ 302 $ 304 Current liabilities $ 35 $ 28 Noncurrent liabilities 115 120 Total liabilities $ 150 $ 148 Non-Consolidated VIE Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”) which continues through December 31, 2023. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has also evaluated its arrangement with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Cunningham does not guarantee Nexstar’s debt. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average shares outstanding – basic 34,931 38,767 35,806 39,964 Dilutive effect of equity incentive plan instruments 436 793 564 852 Weighted average shares outstanding – diluted 35,367 39,560 36,370 40,816 During the three and nine months ended September 30, 2023, weighted average restricted stock units of 103,000 and 68,000 , respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive. During the three and nine months ended September 30, 2022, weighted average restricted stock units of 41,000 and 14,000 , respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive. Recent Accounting Pronouncements New Accounting Standards Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The accounting update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this accounting update for interim periods and fiscal years beginning on January 1, 2023 and the adoption did not impact its Condensed Consolidated Financial Statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3: Acquisitions 2023 Acquisitions On July 20, 2023 , Nexstar acquired certain assets of WSNN-LD, a MyNetworkTV affiliated low power television station serving the Tampa, Florida market, from Citadel Communications, LLC. On August 31, 2023 , Nexstar acquired certain assets of KUSI-TV, an independent full power television station serving the San Diego, CA market, from McKinnon Broadcasting Company and Channel 51 of San Diego, Inc. The total purchase price of these acquisitions was $ 38 million, including working capital adjustments. The acquired assets and assumed liabilities were recorded at fair value as of the closing dates of the transactions and consisted primarily of $ 13 million in property and equipment and $ 19 million in FCC licenses. 2022 Acquisition of The CW On September 30, 2022 , Nexstar acquired a 75.0 % ownership interest in The CW from affiliates of Paramount Global and Warner Bros. Discovery (collectively the “Sellers”) for no purchase consideration. Each of the Sellers retained a 12.5 % ownership interest and produced 12 original, scripted series for The CW that primarily aired during the 2022/2023 broadcast season. The Sellers have granted Nexstar a call right and Nexstar has granted each of the Sellers a put right for such Seller’s ownership interests beginning in August 2024 and June 2026, respectively. The acquisition solidifies Nexstar’s revenue opportunities as the largest owner of The CW-affiliated stations, diversifies its content outside of news, improves its national advertising opportunities, establishes it as a participant in advertising video-on-demand services via The CW App and is expected to create value by improving The CW’s ratings, revenue, and profitability. The transaction was accounted for under the acquisition method of accounting. The fair values of the assets acquired, liabilities assumed, and noncontrolling interests are as follows (in millions): Assets acquired Purchase Price Allocation (1) Cash and cash equivalents $ 29 Accounts receivable 56 Prepaid expenses and other current assets 3 Broadcast rights 124 Intangible assets 17 Other noncurrent assets 6 Total assets acquired 235 Liabilities assumed: Accounts payable and accrued expenses ( 26 ) Broadcast rights payable ( 97 ) Deferred tax liabilities ( 19 ) Other liabilities ( 13 ) Total liabilities assumed ( 155 ) Net assets acquired 80 Consideration paid - Noncontrolling interests ( 24 ) Gain on bargain purchase $ 56 (1) The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2022. Programming costs and accrued programming costs pertain to The CW’s costs of acquiring programming from the Sellers and were valued using the replacement cost method as of Nexstar’s acquisition due to their short-term nature. As a result of the acquisition, Nexstar recognized a gain on bargain purchase of $ 56 million representing the excess of the fair value of the net assets acquired over the $ 0 purchase consideration paid and the fair value of the noncontrolling interests. This gain is presented as a separate line item in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022. Nexstar believes it was able to acquire The CW for $ 0 purchase consideration due to the recurring losses of The CW and Nexstar’s position as the largest owner of The CW-affiliated television stations which it believes limited the number of interested acquirers, Nexstar’s agreement to commit The CW to acquire additional programming from the Sellers for the 2022/2023 broadcast season, and Nexstar’s agreement to allow the Sellers to distribute certain short and long-term accounts receivable related to previously-aired programming to the Sellers prior to closing. The intangible assets are amortized over an estimated useful life of 4.5 years. During the three and nine months ended September 30, 2022, transaction costs related to this acquisition were not material. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of a 75.0 % ownership stake in The CW had occurred on January 1, 2021 (in millions): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net revenue $ 1,371 $ 4,027 Income before income taxes 248 643 Net income 179 488 Net income attributable to Nexstar 198 563 The unaudited pro forma financial information combines the historical results of operations, adjusted for business combination accounting effects including transaction costs, the gain on bargain purchase, the amortization charges from acquired intangible assets and the related tax effects. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of The CW had taken place on January 1, 2021, because the pro forma results do not reflect expected synergies. Future Acquisition On May 10, 2023, Mission entered into a definitive agreement to acquire the assets of WADL-TV serving the Detroit, Michigan market from Adell Broadcasting Corporation for $ 75 million in cash, subject to customary working capital adjustments. The proposed acquisition is subject to regulatory and other customary approvals, is expected to close once Mission receives regulatory approval, and would be Mission’s second entry into the state of Michigan. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 4: Intangible Assets and Goodwill The Company’s definite-lived intangible assets consisted of the following (dollars in millions): Estimated September 30, 2023 December 31, 2022 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125 $ ( 1,395 ) $ 1,730 $ 3,125 $ ( 1,254 ) $ 1,871 Other definite-lived intangible assets 1 - 20 1,088 ( 606 ) 482 1,077 ( 514 ) 563 Definite-lived intangible assets $ 4,213 $ ( 2,001 ) $ 2,212 $ 4,202 $ ( 1,768 ) $ 2,434 The following table presents the Company’s estimate of amortization expense for the remainder of 2023, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2023 (in millions): Remainder of 2023 $ 76 2024 295 2025 289 2026 265 2027 253 2028 238 Thereafter 796 $ 2,212 The amounts recorded to goodwill and FCC licenses were as follows (in millions): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2022 $ 3,141 $ ( 180 ) $ 2,961 $ 2,958 $ ( 48 ) $ 2,910 Current year acquisitions (See Note 3) 4 - 4 19 - 19 Balances as of September 30, 2023 $ 3,145 $ ( 180 ) $ 2,965 $ 2,977 $ ( 48 ) $ 2,929 Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 5: Investments Investments in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in millions): September 30, 2023 December 31, 2022 Equity method investments $ 942 $ 1,115 Other equity investments 4 4 Total investments $ 946 $ 1,119 Equity Method Investments During the three and nine months ended September 30, 2023 and 2022, the Company received cash distributions from its equity method investments, primarily from its investment in TV Food Network, as discussed below. During the three and nine months ended September 30, 2023 and 2022, the income from equity method investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income from equity method investments, net, before amortization of basis difference $ 42 $ 54 $ 135 $ 163 Amortization of basis difference ( 18 ) ( 17 ) ( 53 ) ( 53 ) Income from equity method investments, net $ 24 $ 37 $ 82 $ 110 At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” Additionally, the Company measured its estimated share of the basis difference attributable to investees’ goodwill. The Company amortizes its share of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and records the amortization (the “amortization of basis difference”) as a reduction of income from equity method investments, net in the accompanying Condensed Consolidated Statements of Operations. The Company’s share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below). Investment in TV Food Network Nexstar acquired its 31.3 % equity investment in TV Food Network through its acquisition of Tribune Media Company (“Tribune”) on September 19, 2019. Nexstar’s partner in TV Food Network is Warner Bros. Discovery, Inc. (“WBD”), which owns a 68.7 % interest in TV Food Network and operates the network on behalf of the partnership. TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining. The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2023. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. As of September 30, 2023, Nexstar’s investment in TV Food Network had a book value of $ 924 million, compared to $ 1,099 million as of December 31, 2022. As of September 30, 2023 and December 31, 2022, Nexstar had a remaining share in amortizable basis difference of $ 414 million and $ 467 million, respectively, related to its investment in TV Food Network. The remaining amortizable basis difference as of September 30, 2023 had a remaining useful life of approximately 6 years. As of September 30, 2023, Nexstar’s share in the basis difference related to the TV Food Network’s goodwill was $ 500 million (no change in 2023). Nexstar had the following transactions related to its investment in TV Food Network during the three and nine months ended September 30, 2023 and 2022, respectively (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash distributions received $ 8 $ 11 $ 259 $ 235 Recognized share in TV Food Networkʼs net income 43 55 136 165 Recorded amortization of basis difference (expense) ( 17 ) ( 17 ) ( 52 ) ( 52 ) Summarized financial information for TV Food Network is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net revenue $ 272 $ 310 $ 853 $ 976 Costs and expenses 137 131 427 449 Income from operations 135 179 426 528 Net income 136 176 434 527 Net income attributable to Nexstar Media Group, Inc. 43 55 136 165 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 6: Accrued Expenses Accrued expenses consisted of the following (in millions): September 30, 2023 December 31, 2022 Compensation and related taxes $ 94 $ 113 Interest payable 45 56 Network affiliation fees 76 50 Other 107 100 $ 322 $ 319 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement and Postretirement Plans | Note 7: Retirement and Postretirement Plans Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. All of these retirement plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations. The following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension benefit plans (in millions): Pension Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Service cost $ - $ - $ 1 $ 1 Interest cost 21 12 62 35 Expected return on plan assets ( 28 ) ( 23 ) ( 84 ) ( 68 ) Amortization of net gain ( 2 ) - ( 6 ) - Net periodic benefit credit $ ( 9 ) $ ( 11 ) $ ( 27 ) $ ( 32 ) During the three and nine months ended September 30, 2023, Nexstar did no t make contributions to its qualified pension benefit plans. Nexstar does not anticipate it will be required to make contributions to such pension benefit plans in 2023. Nexstar also has various other postretirement benefit plans (“OPEB”), including retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees. The periodic benefit cost (credit) related to OPEB is not significant. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 8: Debt Long-term debt consisted of the following (dollars in millions): September 30, 2023 December 31, 2022 Nexstar Term Loan A, due June 2027 $ 2,273 $ 2,364 Term Loan B, due September 2026 1,561 1,561 5.625 % Notes, due July 2027 1,714 1,714 4.75 % Notes, due November 2028 1,000 1,000 Mission Term Loan B, due June 2028 294 296 Revolving loans, due June 2027 62 62 Total outstanding principal 6,904 6,997 Less: unamortized financing costs and discount – Nexstar Term Loan A, due June 2027 ( 7 ) ( 8 ) Less: unamortized financing costs and discount – Nexstar Term Loan B, due September 2026 ( 26 ) ( 33 ) Add: unamortized premium, net of financing costs – Nexstar 5.625% Notes, due July 2027 3 4 Less: unamortized financing costs and discount – Nexstar 4.75% Notes, due November 2028 ( 6 ) ( 7 ) Less: unamortized financing costs and discount – Mission Term Loan B, due June 2028 ( 2 ) ( 2 ) Total outstanding debt 6,866 6,951 Less: current portion ( 124 ) ( 124 ) Long-term debt, net of current portion $ 6,742 $ 6,827 Nexstar’s outstanding term loans are governed by Nexstar’s credit agreement and Mission’s outstanding term loans and revolving loans are governed by Mission’s credit agreement. Each credit agreement is also herein referred to as a senior secured credit facility. Nexstar’s senior unsecured notes are governed by the indentures. 2023 Activities On June 6, 2023, Nexstar and Mission, an independently owned VIE consolidated by Nexstar, amended their respective credit agreements. The amendments to the respective credit agreements pertain to replacement of the London Interbank Offered Rate (“LIBOR”)-based interest rate applicable to the Term Loan B, due September 2026 of Nexstar and Term Loan B, due June 2028 of Mission with the term Secured Overnight Financing Rate (“SOFR”)-based interest rate. Under each amendment, the term SOFR is defined to mean the sum of the term SOFR screen rate published by the CME Group Benchmark Administration Limited term SOFR administrator and a spread adjustment of 0.11448 % for an interest period of one month’s duration, 0.26161 % for an interest period of three months’ duration and 0.42826 % for an interest period of six months’ duration. The term SOFR is subject to a floor of 0 %. In addition, during the nine months ended September 30, 2023, the Company repaid scheduled principal maturities of $ 93 million of its term loans. Unused Commitments and Borrowing Availability The Company had $ 531 million (net of outstanding standby letters of credit of $ 19 million) and $ 14 million of unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of September 30, 2023. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of September 30, 2023, the Company was in compliance with its financial covenants. Collateralization and Guarantees of Debt The Company’s senior secured credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625 % Notes, due July 2027 and Nexstar’s 4.75 % Notes, due November 2028. In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has among other things 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 2023 and 2033, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2023 , Nexstar was in compliance with its financial covenants. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 9: Leases The Company as a Lessee The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and equipment. The operating leases have remaining lease terms of one to 91 years , some of which may include options to extend the leases from one to 99 years , and some of which may include options to terminate the leases within one year . Lease contracts that the Company has executed but which have not yet commenced as of September 30, 2023 were not material. Supplemental balance sheet information related to operating leases was as follows (in millions, except lease term and discount rate): Balance Sheet Classification September 30, 2023 December 31, 2022 Operating lease right-of-use assets, net Other noncurrent assets, net $ 275 $ 288 Current operating lease liabilities Operating lease liabilities $ 48 $ 50 Noncurrent operating lease liabilities Other noncurrent liabilities $ 229 $ 238 Weighted Average Remaining Lease Term of Operating leases 8 years 8 years Weighted Average Discount Rate of Operating leases 5.0 % 5.1 % Operating lease expense for the three months ended September 30, 2023 was $ 16 million, of which $ 7 million and $ 9 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the three months ended September 30, 2022 was $ 15 million, of which $ 7 million and $ 8 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the nine months ended September 30, 2023 was $ 49 million, of which $ 21 million and $ 28 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the nine months ended September 30, 2022 was $ 45 million, of which $ 21 million and $ 24 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Cash paid for operating leases included in the operating cash flows was $ 48 million and $ 43 million for the nine months ended September 30, 2023 and 2022, respectively. Future minimum lease payments under non-cancellable leases as of September 30, 2023 were as follows (in millions): Operating Leases Remainder of 2023 $ 14 2024 62 2025 47 2026 37 2027 31 2028 27 Thereafter 130 Total future minimum lease payments 348 Less: imputed interest ( 71 ) Total $ 277 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10: Fair Value Measurements The Company measures and records in its Condensed Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; and valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, broadcast rights payable and accrued expenses approximate fair value due to their short-term nature. Estimated fair values and carrying amounts of the Company’s long-term debt that are not measured at fair value on a recurring basis were as follows (dollars in millions): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A, due June 2027 (1) $ 2,266 $ 2,244 $ 2,356 $ 2,275 Term Loan B, due September 2026 (1) 1,535 1,560 1,528 1,555 5.625 % Notes, due July 2027 (2) 1,717 1,517 1,718 1,620 4.75 % Notes, due November 2028 (2) 994 824 993 880 Mission Term Loan B, due June 2028 (1) 292 292 294 291 Revolving loans due June 2027 (1) 62 61 62 60 (1) The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. During the three and nine months ended September 30, 2023, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill, other than those disclosed. See Notes 4 and 5 for additional information. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Common Stock | Note 11: Common Stock On July 27, 2022, Nexstar’s board of directors approved a new share repurchase program authorizing Nexstar to repurchase up to an additional $ 1.5 billion of its common stock, of which $ 1.258 billion of capacity remained available as of December 31, 2022. During the nine months ended September 30, 2023, Nexstar repurchased a total of 3,152,635 shares of its common stock for $ 514 million, funded by cash on hand, which was accounted for as treasury cost. As of September 30, 2023, the remaining available amount under the share repurchase authorization was $ 744 million. Share repurchases may be made from time to time in open market transactions, block trades or private transactions. There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. On January 27, 2023 , Nexstar’s board of directors approved a 50 % increase in its quarterly cash dividend to $ 1.35 per share of outstanding common stock beginning with the first quarter of 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income tax expense was $ 6 million for the three months ended September 30, 2023 compared to $ 82 million for the same period in 2022. The effective tax rates were 43.2 % and 22.2 % for each of the respective periods. Nexstar reported permanent differences, including an adjustment for losses related to the minority interest in The CW, resulting in a 34.2 % increase to the effective rate for the three months ended September 30, 2023. State taxes were impacted by increased permanent differences resulting in a 4.4 % increase to the effective rate. The gain on bargain purchase arising from the acquisition of The CW resulted in a 3.1 % decrease to the effective tax rate in the prior year third quarter. The increases are partially offset by changes in the valuation allowance which resulted in a 10.2 % decrease to the effective rate. Differences in excess benefit on stock options and restricted stock units exercised in 2023 compared to 2022 resulted in a 3.3 % decrease in the effective rate. Prior year provision to return adjustments resulted in an 8.7 % decrease to the effective rate. Income tax expense was $ 83 million for the nine months ended September 30, 2023 compared to $ 206 million for the same period in 2022. The effective tax rates were 32.9 % and 21.2 % for each of the respective periods. Nexstar reported a decrease in income tax benefit for the nine months ended September 30, 2023 of $ 26.5 million attributable to excess benefit on stock options and restricted stock units exercised in 2022 . This resulted in a 1.3 % increase to the effective tax rate in 2023 compared to 2022. Changes in the valuation allowance resulted in an incremental income tax expense of $ 13.3 million, or a 3.9 % increase to the effective tax rate in 2023. Other permanent differences, including an adjustment for losses related to the minority interest in The CW, resulted in a 4.9 % increase to the effective rate. The gain on bargain purchase arising from the acquisition of The CW resulted in a 1.2 % decrease to the effective tax rate in the prior year third quarter. The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods. |
FCC Regulatory Matters
FCC Regulatory Matters | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
FCC Regulatory Matters | Note 13: FCC Regulatory Matters Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general. Media Ownership FCC rules limit the Company’s ownership of television stations in local markets and nationally and govern certain local service agreements between Nexstar and third parties. In general, FCC rules prohibit Nexstar from owning two of the top four stations in a market in terms of audience share (unless a case-by-case exception is granted) and from owning stations that reach more than 39 % of U.S. television households (as calculated using a prescribed FCC methodology). Nexstar is also prohibited from providing more than 15 percent of the programming of a non-owned television station through a TBA or LMA if Nexstar also owns a station in the same market, unless the applicable TBA or LMA was entered into prior to November 5, 1996. The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer “necessary in the public interest as a result of competition.” The FCC’s two most recent quadrennial reviews—those for 2010 and 2014—were eventually consolidated into a single proceeding that involved extensive litigation, an agency reconsideration and multiple court appeals, culminating in an April 1, 2021 decision by the U.S. Supreme Court which upheld the FCC’s elimination or relaxation of several rules. The 2018 quadrennial review, which the FCC commenced in December 2018, remains pending, and a federal court of appeals recently ordered the FCC to complete that review by December 27, 2023 or show cause why a pending writ of mandamus should not be granted. Notwithstanding the pendency of the 2018 review, in December 2022 the FCC commenced its 2022 quadrennial review proceeding. Public comments in that proceeding were filed in March 2023. Additionally, the FCC has an open proceeding to review the national television station ownership limit. Thus, the media ownership rules are subject to change as a result of current and future quadrennial reviews and in other proceedings. Retransmission Consent Broadcasters may obtain carriage of their stations’ signals on cable, satellite and other multichannel video programming distributors (“MVPDs”) through either mandatory carriage or through “retransmission consent.” Every three years, all stations must formally elect either mandatory carriage or retransmission consent. The Company has timely opted to continue its election of retransmission consent for all of its stations for the next three-year period from January 1, 2024 through December 31, 2026. Must-carry elections require that the MVPD carry one station programming stream and related data in the station’s local market. However, MVPDs may decline a must-carry election in certain circumstances. MVPDs do not pay a fee 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 for carriage of the station’s 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 station’s signal. FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.” It is a per se violation of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned. Accordingly, the VIEs with which we have sharing agreements must separately negotiate their retransmission consent agreements with MVPDs for stations in markets where we also own a station. MVPD operators have actively sought to change the regulations under which retransmission consent is negotiated before both the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. There are still-open FCC proceedings to review the “totality of the circumstances” test for good faith retransmission consent negotiations, and to eliminate or modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television stations in certain circumstances). Certain online video distributors (“OVDs”) have successfully or unsuccessfully sought to stream broadcast programming over the internet. In 2014, the U.S. Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate federal copyright law. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs. The proceeding remains open. Although the FCC has not classified OVDs as MVPDs to date, various OVDs have signed agreements for retransmission of local stations within their markets, and others are actively seeking to negotiate such agreements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14: Commitments and Contingencies Guarantee of Mission Debt Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts. As of September 30, 2023, Mission had a maximum commitment of $ 369 million under its amended credit agreement, of which $ 356 million principal balance of debt was outstanding. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation —On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the Department of Justice (“DOJ”) regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation , No. 1:18-cv-06785 (“MDL Litigation”). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel. The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019 ; Defendants filed a Motion to Dismiss on September 5, 2019 . Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019 . This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019 . The Court denied that motion on November 6, 2020. On March 16, 2022, the Plaintiffs filed their Third Amended Complaint. The Third Amended Complaint adds two additional plaintiffs and an additional defendant, but does not make material changes to the allegations. The parties are in the discovery phase of litigation. The Court has not yet set a trial date. Nexstar and Tribune deny the allegations against them and will defend their advertising practices. In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows: Tribune Chapter 11 Reorganization and Confirmation Order Appeals —On December 8, 2008, Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries (as such plan was subsequently modified by its proponents, the “Plan”). The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On July 11, 2023, the Bankruptcy Court entered final decrees closing the last of the Debtors’ Chapter 11 cases. Tribune is in the process of making final distributions in connection with the Chapter 11 cases as well as the final distribution of reserve amounts and payment of fees in accordance with the Plan and applicable orders of the Bankruptcy Court, none of which are expected to be significant. Chicago Cubs Transactions— On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95 % and Tribune owned 5 % of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code (“IRC”) and related regulations. On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $ 182 million tax and a $ 73 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in the U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through September 30, 2023 would be approximately $ 182 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below). On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune. Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $ 225 million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $ 154 million of tax payments prior to its merger with Nexstar. A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals. On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. As of September 30, 2023, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Condensed Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits — Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ 16 million increase in its federal and state taxes payable and a $ 70 million increase in deferred income tax liability as of September 30, 2023. In accordance with ASC Topic 740, the Company has reflected $ 11 million for certain contested issues in its liability for uncertain tax positions at September 30, 2023 and December 31, 2022. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Data | Note 15: Segment Data The Company’s reportable broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated digital multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The other activities of the Company include (i) The CW, (ii) digital businesses focused on the national marketplace, (iii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iv) corporate functions, and (v) eliminations. The Company evaluates the performance of its operating segments based on net revenue and segment profit. Segment profit (loss) excludes depreciation and amortization (but includes payments for broadcast rights), impairment charges, gain on disposal of assets and certain other items that are included in income from continuing operations determined in accordance with U.S. GAAP. Segment financial information is included in the following tables for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, Net revenue 2023 2022 2023 2022 Broadcast $ 1,056 $ 1,241 $ 3,379 $ 3,640 Other 80 26 257 78 Corporate (unallocated) ( 4 ) 2 ( 7 ) 6 Total net revenue $ 1,132 $ 1,269 $ 3,629 $ 3,724 Three Months Ended September 30, Nine Months Ended September 30, Operating income (loss) 2023 2022 2023 2022 Broadcast segment profit $ 326 $ 514 $ 1,187 $ 1,487 Other segments (loss) profit ( 44 ) 3 ( 164 ) 6 Corporate (unallocated) ( 50 ) ( 50 ) ( 141 ) ( 143 ) Depreciation and amortization expense (1) ( 140 ) ( 142 ) ( 424 ) ( 431 ) Payments for broadcast rights (2) 20 31 70 97 Loss attributable to noncontrolling owners of a segment ( 15 ) - ( 55 ) - Miscellaneous, net ( 3 ) - 4 2 Income from operations $ 94 $ 356 $ 477 $ 1,018 Assets September 30, 2023 December 31, 2022 Broadcast (3) $ 11,062 $ 11,635 Other 455 497 Corporate (unallocated) 530 547 $ 12,047 $ 12,679 Goodwill September 30, 2023 December 31, 2022 Broadcast $ 2,877 $ 2,873 Other 88 88 $ 2,965 $ 2,961 (1) Excludes amortization of The CW’s programming costs of $ 80 million and $ 307 million for the three and nine months ended September 30, 2023, respectively, which is included in “Other segments (loss) profit”. (2) Excludes payments for The CW’s broadcast rights of $ 84 million and $ 252 million for the three and nine months ended September 30, 2023, respectively, which are not included in “Other segments (loss) or profit”. (3) While the Company’s investment in TV Food Network ($ 924 million at September 30, 2023 and $ 1,099 million at December 31, 2022) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. The following tables present the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in millions): Three Months Ended September 30, 2023 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 374 $ 17 $ - $ 391 Political advertising 19 - - 19 Distribution 586 17 ( 5 ) 598 Digital 66 33 - 99 Other 11 13 1 25 Total net revenue $ 1,056 $ 80 $ ( 4 ) $ 1,132 Nine Months Ended September 30, 2023 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 1,143 $ 68 $ - $ 1,211 Political advertising 36 - - 36 Distribution 1,984 48 ( 9 ) 2,023 Digital 184 104 - 288 Other 32 37 2 71 Total net revenue $ 3,379 $ 257 $ ( 7 ) $ 3,629 Three Months Ended September 30, 2022 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 400 $ - $ - $ 400 Political advertising 129 - - 129 Distribution 641 - - 641 Digital 60 26 - 86 Other 11 - 2 13 Total net revenue $ 1,241 $ 26 $ 2 $ 1,269 Nine Months Ended September 30, 2022 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 1,241 $ - $ - $ 1,241 Political advertising 240 - - 240 Distribution 1,955 - 1 1,956 Digital 175 78 - 253 Other 29 - 5 34 Total net revenue $ 3,640 $ 78 $ 6 $ 3,724 The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals and networks. During the three and nine months ended September 30, 2023, revenues from these sources for two of the Company’s customers exceeded 10%. Each of these customers represented approximately 13 % and 15 % of the Company’s consolidated net revenues during the three months ended September 30, 2023 and 13 % and 14 % of the Company’s consolidated net revenues during the nine months ended September 30, 2023, respectively. During the three and nine months ended September 30, 2022, revenues from these sources for two of the Company’s customers exceeded 10%. Each of these customers represented approximately 11 % and 12 % of the Company’s consolidated net revenues during the three and nine months ended September 30, 2022, respectively. Advertising revenue (core, political and digital) is positively affected by national and local political campaigns and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games. The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of NewsNation. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events On October 27, 2023 , Nexstar’s Board of Directors declared a quarterly cash dividend of $ 1.35 per share of its common stock. The dividend is payable on November 27, 2023 to stockholders of record on November 10, 2023 . From Oc tober 1, 2023 to November 7, 2023, we repurchased 267,321 shares of our common stock for $ 38 million, funded by cash on hand. In October 2023, we also paid $ 5 million for certain of our common stock that we repurchased in September 2023. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $ 706 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (see “Variable Interest Entities” section below). Noncontrolling interests represent the minority owners’ share in profit or loss and equity of The CW and the VIE owners’ share in profit or loss and equity in the consolidated VIEs. Noncontrolling interests are presented as a component separate from Nexstar’s stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in 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. |
Interim Financial Statements | Interim Financial Statements The Condensed Consolidated Financial Statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for credit losses, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. As of September 30, 2023, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Condensed Consolidated Financial Statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2022. The balance sheet as of December 31, 2022 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
Variable Interest Entities | Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of a station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (iii) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2023 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA WFXP, KHMT and KFQX SSA & JSA KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB LMA WNAC and WPIX White Knight Broadcasting (“White Knight”) SSA & JSA WVLA and KFXK Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA LMA KNVA Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in millions): September 30, 2023 December 31, 2022 Current assets: Cash and cash equivalents $ 5 $ 6 Accounts receivable, net 15 26 Prepaid expenses and other current assets 5 6 Total current assets 25 38 Property and equipment, net 60 59 Goodwill 151 151 FCC licenses 200 200 Network affiliation agreements, net 71 76 Other noncurrent assets, net 70 80 Total assets $ 577 $ 604 Current liabilities: Current portion of debt $ 3 $ 3 Other current liabilities 37 30 Total current liabilities 40 33 Debt 351 353 Deferred tax liabilities 35 35 Other noncurrent liabilities 80 85 Total liabilities $ 506 $ 506 The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions): September 30, 2023 December 31, 2022 Current assets $ 3 $ 4 Property and equipment, net 12 11 Goodwill 62 62 FCC licenses 200 200 Network affiliation agreements, net 23 26 Other noncurrent assets, net 2 1 Total assets $ 302 $ 304 Current liabilities $ 35 $ 28 Noncurrent liabilities 115 120 Total liabilities $ 150 $ 148 Non-Consolidated VIE Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”) which continues through December 31, 2023. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has also evaluated its arrangement with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Cunningham does not guarantee Nexstar’s debt. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average shares outstanding – basic 34,931 38,767 35,806 39,964 Dilutive effect of equity incentive plan instruments 436 793 564 852 Weighted average shares outstanding – diluted 35,367 39,560 36,370 40,816 During the three and nine months ended September 30, 2023, weighted average restricted stock units of 103,000 and 68,000 , respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive. During the three and nine months ended September 30, 2022, weighted average restricted stock units of 41,000 and 14,000 , respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The accounting update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this accounting update for interim periods and fiscal years beginning on January 1, 2023 and the adoption did not impact its Condensed Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average shares outstanding – basic 34,931 38,767 35,806 39,964 Dilutive effect of equity incentive plan instruments 436 793 564 852 Weighted average shares outstanding – diluted 35,367 39,560 36,370 40,816 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in millions): September 30, 2023 December 31, 2022 Current assets: Cash and cash equivalents $ 5 $ 6 Accounts receivable, net 15 26 Prepaid expenses and other current assets 5 6 Total current assets 25 38 Property and equipment, net 60 59 Goodwill 151 151 FCC licenses 200 200 Network affiliation agreements, net 71 76 Other noncurrent assets, net 70 80 Total assets $ 577 $ 604 Current liabilities: Current portion of debt $ 3 $ 3 Other current liabilities 37 30 Total current liabilities 40 33 Debt 351 353 Deferred tax liabilities 35 35 Other noncurrent liabilities 80 85 Total liabilities $ 506 $ 506 |
Non Guarantor VIEs [Member] | |
Consolidated VIEs | The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions): September 30, 2023 December 31, 2022 Current assets $ 3 $ 4 Property and equipment, net 12 11 Goodwill 62 62 FCC licenses 200 200 Network affiliation agreements, net 23 26 Other noncurrent assets, net 2 1 Total assets $ 302 $ 304 Current liabilities $ 35 $ 28 Noncurrent liabilities 115 120 Total liabilities $ 150 $ 148 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Information | Unaudited Pro Forma Financial Information The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of a 75.0 % ownership stake in The CW had occurred on January 1, 2021 (in millions): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net revenue $ 1,371 $ 4,027 Income before income taxes 248 643 Net income 179 488 Net income attributable to Nexstar 198 563 |
2022 Acquisition of The CW [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The transaction was accounted for under the acquisition method of accounting. The fair values of the assets acquired, liabilities assumed, and noncontrolling interests are as follows (in millions): Assets acquired Purchase Price Allocation (1) Cash and cash equivalents $ 29 Accounts receivable 56 Prepaid expenses and other current assets 3 Broadcast rights 124 Intangible assets 17 Other noncurrent assets 6 Total assets acquired 235 Liabilities assumed: Accounts payable and accrued expenses ( 26 ) Broadcast rights payable ( 97 ) Deferred tax liabilities ( 19 ) Other liabilities ( 13 ) Total liabilities assumed ( 155 ) Net assets acquired 80 Consideration paid - Noncontrolling interests ( 24 ) Gain on bargain purchase $ 56 (1) The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2022. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets | The Company’s definite-lived intangible assets consisted of the following (dollars in millions): Estimated September 30, 2023 December 31, 2022 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125 $ ( 1,395 ) $ 1,730 $ 3,125 $ ( 1,254 ) $ 1,871 Other definite-lived intangible assets 1 - 20 1,088 ( 606 ) 482 1,077 ( 514 ) 563 Definite-lived intangible assets $ 4,213 $ ( 2,001 ) $ 2,212 $ 4,202 $ ( 1,768 ) $ 2,434 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for the remainder of 2023, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2023 (in millions): Remainder of 2023 $ 76 2024 295 2025 289 2026 265 2027 253 2028 238 Thereafter 796 $ 2,212 |
Goodwill and FCC Licenses | The amounts recorded to goodwill and FCC licenses were as follows (in millions): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2022 $ 3,141 $ ( 180 ) $ 2,961 $ 2,958 $ ( 48 ) $ 2,910 Current year acquisitions (See Note 3) 4 - 4 19 - 19 Balances as of September 30, 2023 $ 3,145 $ ( 180 ) $ 2,965 $ 2,977 $ ( 48 ) $ 2,929 |
Investments (Tables)
Investments (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Schedule of Condensed Consolidated Balance Sheets | Investments in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in millions): September 30, 2023 December 31, 2022 Equity method investments $ 942 $ 1,115 Other equity investments 4 4 Total investments $ 946 $ 1,119 | |
Summary of Income on Equity Investments, Net | During the three and nine months ended September 30, 2023 and 2022, the income from equity method investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income from equity method investments, net, before amortization of basis difference $ 42 $ 54 $ 135 $ 163 Amortization of basis difference ( 18 ) ( 17 ) ( 53 ) ( 53 ) Income from equity method investments, net $ 24 $ 37 $ 82 $ 110 | |
Summary of Transactions Related to Investment | Nexstar had the following transactions related to its investment in TV Food Network during the three and nine months ended September 30, 2023 and 2022, respectively (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash distributions received $ 8 $ 11 $ 259 $ 235 Recognized share in TV Food Networkʼs net income 43 55 136 165 Recorded amortization of basis difference (expense) ( 17 ) ( 17 ) ( 52 ) ( 52 ) | |
TV Food Network [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net revenue $ 272 $ 310 $ 853 $ 976 Costs and expenses 137 131 427 449 Income from operations 135 179 426 528 Net income 136 176 434 527 Net income attributable to Nexstar Media Group, Inc. 43 55 136 165 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in millions): September 30, 2023 December 31, 2022 Compensation and related taxes $ 94 $ 113 Interest payable 45 56 Network affiliation fees 76 50 Other 107 100 $ 322 $ 319 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Summary of Components of Net Periodic Benefit Cost (Credit) for Plans | The following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension benefit plans (in millions): Pension Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Service cost $ - $ - $ 1 $ 1 Interest cost 21 12 62 35 Expected return on plan assets ( 28 ) ( 23 ) ( 84 ) ( 68 ) Amortization of net gain ( 2 ) - ( 6 ) - Net periodic benefit credit $ ( 9 ) $ ( 11 ) $ ( 27 ) $ ( 32 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (dollars in millions): September 30, 2023 December 31, 2022 Nexstar Term Loan A, due June 2027 $ 2,273 $ 2,364 Term Loan B, due September 2026 1,561 1,561 5.625 % Notes, due July 2027 1,714 1,714 4.75 % Notes, due November 2028 1,000 1,000 Mission Term Loan B, due June 2028 294 296 Revolving loans, due June 2027 62 62 Total outstanding principal 6,904 6,997 Less: unamortized financing costs and discount – Nexstar Term Loan A, due June 2027 ( 7 ) ( 8 ) Less: unamortized financing costs and discount – Nexstar Term Loan B, due September 2026 ( 26 ) ( 33 ) Add: unamortized premium, net of financing costs – Nexstar 5.625% Notes, due July 2027 3 4 Less: unamortized financing costs and discount – Nexstar 4.75% Notes, due November 2028 ( 6 ) ( 7 ) Less: unamortized financing costs and discount – Mission Term Loan B, due June 2028 ( 2 ) ( 2 ) Total outstanding debt 6,866 6,951 Less: current portion ( 124 ) ( 124 ) Long-term debt, net of current portion $ 6,742 $ 6,827 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary Of Supplemental Balance Sheet Information Related To Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in millions, except lease term and discount rate): Balance Sheet Classification September 30, 2023 December 31, 2022 Operating lease right-of-use assets, net Other noncurrent assets, net $ 275 $ 288 Current operating lease liabilities Operating lease liabilities $ 48 $ 50 Noncurrent operating lease liabilities Other noncurrent liabilities $ 229 $ 238 Weighted Average Remaining Lease Term of Operating leases 8 years 8 years Weighted Average Discount Rate of Operating leases 5.0 % 5.1 % |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of September 30, 2023 were as follows (in millions): Operating Leases Remainder of 2023 $ 14 2024 62 2025 47 2026 37 2027 31 2028 27 Thereafter 130 Total future minimum lease payments 348 Less: imputed interest ( 71 ) Total $ 277 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values and Carrying Amounts of Long-term Debt Not Measured at Fair Value on a Recurring Basis | Estimated fair values and carrying amounts of the Company’s long-term debt that are not measured at fair value on a recurring basis were as follows (dollars in millions): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A, due June 2027 (1) $ 2,266 $ 2,244 $ 2,356 $ 2,275 Term Loan B, due September 2026 (1) 1,535 1,560 1,528 1,555 5.625 % Notes, due July 2027 (2) 1,717 1,517 1,718 1,620 4.75 % Notes, due November 2028 (2) 994 824 993 880 Mission Term Loan B, due June 2028 (1) 292 292 294 291 Revolving loans due June 2027 (1) 62 61 62 60 (1) The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, Net revenue 2023 2022 2023 2022 Broadcast $ 1,056 $ 1,241 $ 3,379 $ 3,640 Other 80 26 257 78 Corporate (unallocated) ( 4 ) 2 ( 7 ) 6 Total net revenue $ 1,132 $ 1,269 $ 3,629 $ 3,724 Three Months Ended September 30, Nine Months Ended September 30, Operating income (loss) 2023 2022 2023 2022 Broadcast segment profit $ 326 $ 514 $ 1,187 $ 1,487 Other segments (loss) profit ( 44 ) 3 ( 164 ) 6 Corporate (unallocated) ( 50 ) ( 50 ) ( 141 ) ( 143 ) Depreciation and amortization expense (1) ( 140 ) ( 142 ) ( 424 ) ( 431 ) Payments for broadcast rights (2) 20 31 70 97 Loss attributable to noncontrolling owners of a segment ( 15 ) - ( 55 ) - Miscellaneous, net ( 3 ) - 4 2 Income from operations $ 94 $ 356 $ 477 $ 1,018 Assets September 30, 2023 December 31, 2022 Broadcast (3) $ 11,062 $ 11,635 Other 455 497 Corporate (unallocated) 530 547 $ 12,047 $ 12,679 Goodwill September 30, 2023 December 31, 2022 Broadcast $ 2,877 $ 2,873 Other 88 88 $ 2,965 $ 2,961 (1) Excludes amortization of The CW’s programming costs of $ 80 million and $ 307 million for the three and nine months ended September 30, 2023, respectively, which is included in “Other segments (loss) profit”. (2) Excludes payments for The CW’s broadcast rights of $ 84 million and $ 252 million for the three and nine months ended September 30, 2023, respectively, which are not included in “Other segments (loss) or profit”. (3) While the Company’s investment in TV Food Network ($ 924 million at September 30, 2023 and $ 1,099 million at December 31, 2022) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
Summary of Disaggregation of Revenue | The following tables present the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in millions): Three Months Ended September 30, 2023 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 374 $ 17 $ - $ 391 Political advertising 19 - - 19 Distribution 586 17 ( 5 ) 598 Digital 66 33 - 99 Other 11 13 1 25 Total net revenue $ 1,056 $ 80 $ ( 4 ) $ 1,132 Nine Months Ended September 30, 2023 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 1,143 $ 68 $ - $ 1,211 Political advertising 36 - - 36 Distribution 1,984 48 ( 9 ) 2,023 Digital 184 104 - 288 Other 32 37 2 71 Total net revenue $ 3,379 $ 257 $ ( 7 ) $ 3,629 Three Months Ended September 30, 2022 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 400 $ - $ - $ 400 Political advertising 129 - - 129 Distribution 641 - - 641 Digital 60 26 - 86 Other 11 - 2 13 Total net revenue $ 1,241 $ 26 $ 2 $ 1,269 Nine Months Ended September 30, 2022 Broadcast Other Corporate (unallocated) Consolidated Core advertising $ 1,241 $ - $ - $ 1,241 Political advertising 240 - - 240 Distribution 1,955 - 1 1,956 Digital 175 78 - 253 Other 29 - 5 34 Total net revenue $ 3,640 $ 78 $ 6 $ 3,724 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 9 Months Ended | |
Sep. 30, 2023 RadioStation TelevisionStation Channel State Application Market Website NetworkService | Sep. 30, 2022 | |
Organization And Business Operations [Line Items] | ||
Number of full power television stations owned, operated, programmed or provided sales and other services | 200 | |
Number of markets in which the Company's stations broadcast | Market | 116 | |
Number of local websites | Website | 142 | |
Number of mobile applications | Application | 286 | |
Number of states in which the Company's stations broadcast | State | 39 | |
Number of AM radio station | RadioStation | 1 | |
Percentage of US television household reach | 39% | |
Number of television stations owned by consolidated VIEs | 35 | |
Number of television station owned by an unconsolidated VIE | 1 | |
Number of multicast network services owned and operated | NetworkService | 2 | |
Connected television application | Application | 25 | |
Number of ad supported television channels | Channel | 6 | |
TV Food Network [Member] | ||
Organization And Business Operations [Line Items] | ||
Ownership stake | 31.30% | |
Two Thousand Twenty Two Acquisition Of The CW [Member] | ||
Organization And Business Operations [Line Items] | ||
Percentage of outstanding equity acquired | 75% | 75% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 150 | $ 204 | |
Accounts receivable, net | 891 | 1,080 | |
Prepaid expenses and other current assets | 152 | 121 | |
Total current assets | 1,340 | 1,615 | |
Property and equipment, net | 1,279 | 1,262 | |
Goodwill | 2,965 | 2,961 | |
FCC licenses | 2,929 | 2,910 | |
Intangible assets, net | 2,212 | 2,434 | |
Other noncurrent assets, net | 376 | 378 | |
Total assets | [1] | 12,047 | 12,679 |
Current liabilities: | |||
Current portion of debt | 124 | 124 | |
Interest payable | 45 | 56 | |
Other current liabilities | 74 | 51 | |
Total current liabilities | 852 | 893 | |
Debt | 6,742 | 6,827 | |
Deferred tax liabilities | 1,569 | 1,606 | |
Other noncurrent liabilities | 538 | 584 | |
Total liabilities | [1] | 9,701 | 9,910 |
Network affiliation agreements, net [Member] | |||
Current assets: | |||
Intangible assets, net | 1,730 | 1,871 | |
Consolidated VIEs [Member] | |||
Current assets: | |||
Cash and cash equivalents | 5 | 6 | |
Accounts receivable, net | 15 | 26 | |
Prepaid expenses and other current assets | 5 | 6 | |
Total current assets | 25 | 38 | |
Property and equipment, net | 60 | 59 | |
Goodwill | 151 | 151 | |
FCC licenses | 200 | 200 | |
Other noncurrent assets, net | 70 | 80 | |
Total assets | 577 | 604 | |
Current liabilities: | |||
Current portion of debt | 3 | 3 | |
Other current liabilities | 37 | 30 | |
Total current liabilities | 40 | 33 | |
Debt | 351 | 353 | |
Deferred tax liabilities | 35 | 35 | |
Other noncurrent liabilities | 80 | 85 | |
Total liabilities | 506 | 506 | |
Consolidated VIEs [Member] | Network affiliation agreements, net [Member] | |||
Current assets: | |||
Intangible assets, net | 71 | 76 | |
Non Guarantor VIEs [Member] | |||
Current assets: | |||
Total current assets | 3 | 4 | |
Property and equipment, net | 12 | 11 | |
Goodwill | 62 | 62 | |
FCC licenses | 200 | 200 | |
Other noncurrent assets, net | 2 | 1 | |
Total assets | 302 | 304 | |
Current liabilities: | |||
Total current liabilities | 35 | 28 | |
Noncurrent liabilities | 115 | 120 | |
Total liabilities | 150 | 148 | |
Non Guarantor VIEs [Member] | Network affiliation agreements, net [Member] | |||
Current assets: | |||
Intangible assets, net | $ 23 | $ 26 | |
[1] The condensed consolidated total assets as of September 30, 2023 and December 31, 2022 include certain assets held by consolidated VIEs of $ 302 million and $ 304 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of September 30, 2023 and December 31, 2022 include certain liabilities of consolidated VIEs of $ 150 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share Basic And Diluted Other Disclosure [Abstract] | ||||
Weighted average shares outstanding - basic | 34,931 | 38,767 | 35,806 | 39,964 |
Dilutive effect of equity incentive plan instruments | 436 | 793 | 564 | 852 |
Weighted average shares outstanding - diluted | 35,367 | 39,560 | 36,370 | 40,816 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock Units [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Weighted average restricted stock units and equity incentives with potentially dilutive effect (in shares) | 103,000 | 41,000 | 68,000 | 14,000 |
Acquisitions - 2023 Acquisition
Acquisitions - 2023 Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Aug. 31, 2023 | Jul. 20, 2023 | Sep. 30, 2023 | |
2023 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 38 | ||
Property and equipment | 13 | ||
FCC licenses | $ 19 | ||
WSNN-LD Assets Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Assets acquisition date | Jul. 20, 2023 | ||
KUSI-TV Assets Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Assets acquisition date | Aug. 31, 2023 |
Acquisitions - 2022 Acquisition
Acquisitions - 2022 Acquisition of The CW - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | ||
Business Acquisition [Line Items] | |||||
Gain on bargain purchase | $ 54,000,000 | $ 54,000,000 | |||
2022 Acquisition of The CW [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date | Sep. 30, 2022 | ||||
Percentage of outstanding equity acquired | 75% | 75% | 75% | 75% | |
Purchase price | $ 0 | $ 0 | |||
Gain on bargain purchase | [1] | $ 56,000,000 | |||
Weighted average estimated useful life of other intangible assets | 4 years 6 months | ||||
Acquisition percentage | 75% | 75% | 75% | 75% | |
2022 Acquisition of The CW [Member] | Sellers [Member] | |||||
Business Acquisition [Line Items] | |||||
Ownership interest percentage | 12.50% | 12.50% | 12.50% | ||
[1] The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2022. |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |||
Assets acquired | ||||
Gain on bargain purchase | $ 54 | $ 54 | ||
2022 Acquisition of The CW [Member] | ||||
Assets acquired | ||||
Cash and cash equivalents | 29 | [1] | 29 | [1] |
Accounts receivable | 56 | [1] | 56 | [1] |
Prepaid expenses and other current assets | 3 | [1] | 3 | [1] |
Broadcast rights | 124 | [1] | 124 | [1] |
Intangible assets | 17 | [1] | 17 | [1] |
Other noncurrent assets | 6 | [1] | 6 | [1] |
Total assets acquired | 235 | [1] | 235 | [1] |
Accounts payable and accrued expenses | (26) | [1] | (26) | [1] |
Broadcast rights payable | (97) | [1] | (97) | [1] |
Deferred tax liabilities | (19) | [1] | (19) | [1] |
Other liabilities | (13) | [1] | (13) | [1] |
Total liabilities assumed | (155) | [1] | (155) | [1] |
Net assets acquired | 80 | [1] | 80 | [1] |
Noncontrolling interests | $ (24) | [1] | (24) | [1] |
Gain on bargain purchase | $ 56 | [1] | ||
[1] The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2022. |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combinations [Abstract] | ||
Net revenue | $ 1,371 | $ 4,027 |
Income before income taxes | 248 | 643 |
Net income | 179 | 488 |
Net income attributable to Nexstar | $ 198 | $ 563 |
Acquisitions - Future Acquisiti
Acquisitions - Future Acquisition - Additional Information (Details) $ in Millions | May 10, 2023 USD ($) |
WADL-TV [Member] | |
Asset Acquisition [Line Items] | |
Asset acquisition amount | $ 75 |
Acquisitions - 2021 Acquisition
Acquisitions - 2021 Acquisitions - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Cash payment | $ 38 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,213 | $ 4,202 |
Accumulated Amortization | (2,001) | (1,768) |
Net | $ 2,212 | $ 2,434 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,125 | $ 3,125 |
Accumulated Amortization | (1,395) | (1,254) |
Net | 1,730 | 1,871 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,088 | 1,077 |
Accumulated Amortization | (606) | (514) |
Net | $ 482 | $ 563 |
Other definite-lived intangible assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 1 year | 1 year |
Other definite-lived intangible assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 20 years | 20 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2023 | $ 76 | |
2024 | 295 | |
2025 | 289 | |
2026 | 265 | |
2027 | 253 | |
2028 | 238 | |
Thereafter | 796 | |
Net | $ 2,212 | $ 2,434 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill and FCC Licenses (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 3,145 | $ 3,141 |
Goodwill, Accumulated Impairment | (180) | (180) |
Goodwill, Net | 2,965 | 2,961 |
Goodwill, current year acquisitions | 4 | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 2,977 | 2,958 |
FCC Licenses, Accumulated Impairment | (48) | (48) |
FCC Licenses, Net | 2,929 | $ 2,910 |
FCC Licenses, current year acquisitions | $ 19 |
Investments - Schedule of Conde
Investments - Schedule of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity method investments | $ 942 | $ 1,115 |
Other equity investments | 4 | 4 |
Total investments | $ 946 | $ 1,119 |
Investments - Summary of Income
Investments - Summary of Income (Loss) on Equity Investments, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Income from equity method investments, net, before amortization of basis difference | $ 42 | $ 54 | $ 135 | $ 163 |
Amortization of basis difference | (18) | (17) | (53) | (53) |
Income from equity method investments, net | $ 24 | $ 37 | $ 82 | $ 110 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Equity Method Investments [Line Items] | ||
Equity method investments, book value | $ 942 | $ 1,115 |
Equity method investment, basis difference amount | 414 | 467 |
Equity method investment basis difference related to investees goodwill | $ 500 | |
TV Food Network [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Ownership stake | 31.30% | |
Ownership interest in affiliate of partnership | 68.70% | |
Equity method investments, book value | $ 924 | $ 1,099 |
Weighted average remaining useful life of assets subjects to amortization of basis difference | 6 years |
Investments - Summary of Transa
Investments - Summary of Transactions Related to Investment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Cash distributions received | $ 259 | $ 235 | ||
Recognized share in TV Food Network's net income | $ 42 | $ 54 | 135 | 163 |
Recorded amortization of basis difference (expense) | (18) | (17) | (53) | (53) |
TV Food Network [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash distributions received | 8 | 11 | 259 | 235 |
Recognized share in TV Food Network's net income | 43 | 55 | 136 | 165 |
Recorded amortization of basis difference (expense) | $ (17) | $ (17) | $ (52) | $ (52) |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | $ 1,132 | $ 1,269 | $ 3,629 | $ 3,724 |
Costs and expenses | 1,038 | 913 | 3,152 | 2,706 |
Income from operations | 94 | 356 | 477 | 1,018 |
Net income | 8 | 288 | 171 | 766 |
Net Income (Loss) | 25 | 289 | 232 | 768 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | 272 | 310 | 853 | 976 |
Costs and expenses | 137 | 131 | 427 | 449 |
Income from operations | 135 | 179 | 426 | 528 |
Net income | 136 | 176 | 434 | 527 |
Net Income (Loss) | $ 43 | $ 55 | $ 136 | $ 165 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and related taxes | $ 94 | $ 113 |
Interest payable | 45 | 56 |
Network affiliation fees | 76 | 50 |
Other | 107 | 100 |
Accrued expenses | $ 322 | $ 319 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) for Plans (Details) - Pension Benefit Plans [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1 | $ 1 | ||
Interest cost | $ 21 | $ 12 | 62 | 35 |
Expected return on plan assets | (28) | (23) | (84) | (68) |
Amortization of net gain | (2) | (6) | ||
Net periodic benefit credit | $ (9) | $ (11) | $ (27) | $ (32) |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Qualified Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | $ 0 | $ 0 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 6,904 | $ 6,997 |
Total outstanding debt | 6,866 | 6,951 |
Less: current portion | (124) | (124) |
Long-term debt, net of current portion | 6,742 | 6,827 |
Nexstar [Member] | Secured Debt [Member] | Term Loan A, due June 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 2,273 | 2,364 |
Unamortized financing costs and (discount) premium | (7) | (8) |
Nexstar [Member] | Secured Debt [Member] | Term Loan B, due September 2026 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,561 | 1,561 |
Unamortized financing costs and (discount) premium | (26) | (33) |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,714 | 1,714 |
Unamortized financing costs and (discount) premium | 3 | 4 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,000 | 1,000 |
Unamortized financing costs and (discount) premium | (6) | (7) |
Mission [Member] | ||
Long term Debt [Abstract] | ||
Less: current portion | (3) | (3) |
Long-term debt, net of current portion | 351 | 353 |
Mission [Member] | Secured Debt [Member] | Term Loan B, due June 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 294 | 296 |
Unamortized financing costs and (discount) premium | (2) | (2) |
Mission [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | $ 62 | $ 62 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Nexstar [Member] | Secured Debt [Member] | Term Loan A, due June 2027 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Jun. 30, 2027 | Jun. 30, 2027 |
Nexstar [Member] | Secured Debt [Member] | Term Loan B, due September 2026 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Sep. 30, 2026 | Sep. 30, 2026 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 2027 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
Due date | Jul. 31, 2027 | Jul. 31, 2027 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 2028 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 4.75% | 4.75% |
Due date | Nov. 30, 2028 | Nov. 30, 2028 |
Mission [Member] | Secured Debt [Member] | Term Loan B, due June 2028 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Jun. 30, 2028 | Jun. 30, 2028 |
Mission [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Jun. 30, 2027 | Jun. 30, 2027 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum consolidated first lien net leverage ratio | 425% | |||
Secured Debt [Member] | Term Loans [Member] | Secured Overnight Financing Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 0.11448% | 0.26161% | 0.42826% | |
Floor rate | 0% | 0% | ||
Nexstar [Member] | Secured Debt [Member] | Term Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of scheduled maturity of debt | $ 93 | |||
Nexstar [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Available borrowing capacity | $ 531 | 531 | ||
Credit facility outstanding amount | $ 19 | $ 19 | ||
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.75% | 4.75% | 4.75% | |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% | 5.625% | 5.625% | |
Mission [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Available borrowing capacity | $ 14 | $ 14 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 16 | $ 15 | $ 49 | $ 45 |
Operating cash flows from operating leases | 48 | 43 | ||
Direct Operating Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | 7 | 7 | 21 | 21 |
Selling General and Administrative Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 9 | $ 8 | $ 28 | $ 24 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 1 year | 1 year | ||
Leases option to extended lease term | one | |||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 91 years | 91 years | ||
Leases option to extended lease term | 99 years | |||
Leases option to terminate term | one year |
Leases - Summary Of Supplementa
Leases - Summary Of Supplemental Balance Sheet Information Related To Operating Leases (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Leases, Operating [Abstract] | ||
Operating lease right-of-use assets, net | $ 275 | $ 288 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current operating lease liabilities | $ 48 | $ 50 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Noncurrent operating lease liabilities | $ 229 | $ 238 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Weighted Average Remaining Lease Term of Operating leases | 8 years | 8 years |
Weighted Average Discount Rate of Operating leases | 5% | 5.10% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 14 |
2024 | 62 |
2025 | 47 |
2026 | 37 |
2027 | 31 |
2028 | 27 |
Thereafter | 130 |
Total future minimum lease payments | 348 |
Less: imputed interest | (71) |
Total | $ 277 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Long-term Debt Not Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Nonrecurring [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |||
Nexstar [Member] | Secured Debt [Member] | Term Loan A, due June 2027 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | $ 2,266 | $ 2,356 | ||
Nexstar [Member] | Secured Debt [Member] | Term Loan A, due June 2027 [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 2,244 | 2,275 | ||
Nexstar [Member] | Secured Debt [Member] | Term Loan B, due September 2026 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 1,535 | 1,528 | ||
Nexstar [Member] | Secured Debt [Member] | Term Loan B, due September 2026 [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 1,560 | 1,555 | ||
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 2027 [Member] | Level 2 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [2] | 1,717 | 1,718 | ||
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 2027 [Member] | Level 2 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [2] | 1,517 | 1,620 | ||
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 2028 [Member] | Level 2 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [2] | 994 | 993 | ||
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 2028 [Member] | Level 2 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [2] | 824 | 880 | ||
Mission [Member] | Secured Debt [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 292 | |||
Mission [Member] | Secured Debt [Member] | Term Loan B, due June 2028 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 292 | 294 | ||
Mission [Member] | Secured Debt [Member] | Term Loan B, due June 2028 [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [1] | 291 | |||
Mission [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | [2] | 62 | 62 | ||
Mission [Member] | Secured Debt [Member] | Revolving loans, due June 2027 [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Carrying Amount and Fair Value of Long-term Debt | $ 61 | [1] | $ 60 | [2] | |
[1] The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Long-term Debt Not Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - Fair Value, Nonrecurring [Member] - Nexstar [Member] - Senior Subordinated Notes [Member] | Sep. 30, 2023 | Dec. 31, 2022 |
5.625 % Notes due 2027 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
4.75% Notes due 2028 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4.75% | 4.75% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 27, 2022 | |
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock | $ 200 | $ 215 | $ 518 | $ 621 | ||
Dividends declared per common share | $ 1.35 | $ 0.9 | $ 4.05 | $ 2.7 | ||
Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Authorization of share repurchase | $ 1,500 | |||||
Authorization of share repurchase, remained available | $ 744 | $ 744 | $ 1,258 | |||
Purchase of treasury stock, shares | 3,152,635 | |||||
Purchase of treasury stock | $ 514 | |||||
Dividends, date declared | Jan. 27, 2023 | |||||
Dividends declared per common share | $ 1.35 | |||||
Percentage of increase in quarterly cash dividend | 50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 6 | $ 82 | $ 83 | $ 206 |
Effective income tax rates | 43.20% | 22.20% | 32.90% | 21.20% |
Income tax benefit related to excess benefit on stock options and restricted stock units | $ 26.5 | |||
Stock Options and Restricted Stock Units Exercised Period | 2023 | 2022 | ||
Increase to effective tax rate related to excess benefit on stock options and restricted stock units | 1.30% | |||
Income tax benefit related to changes in the valuation allowance | $ 13.3 | |||
Decrease to effective tax rate related to changes in the valuation allowance | 3.90% | |||
The CW Network LLC [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase/decrease to effective tax rate related to gain on bargain purchase arising from acquisition | 3.10% | 1.20% | ||
Increase to effective tax rate related to excess benefit on stock options and restricted stock units | 3.30% | |||
Increase/decrease to effective tax rate related to provision to return adjustment | 8.70% | |||
Decrease to effective tax rate related to changes in the valuation allowance | 10.20% | |||
Effective tax rate | 34.20% | 4.90% | ||
The CW Network LLC [Member] | State Tax [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 4.40% |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 Station | |
FCC Regulatory Matters [Line Items] | |
Maximum percentage of US television household reach | 39% |
Number of station prohibited owning in a market | 2 |
Percentage of providing of programming to non-owned television station | 15% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 19, 2019 | Jun. 28, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 21, 2009 | |
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Restricted cash and cash equivalents held | $ 14 | $ 14 | $ 16 | |||||
Income tax expense (benefit) | 6 | $ 82 | 83 | $ 206 | ||||
Chicago Cubs Transactions [Member] | Northside Entertainment Holdings LLC [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Ownership interest percentage | 95% | |||||||
Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Ownership interest percentage | 5% | |||||||
Tribune [Member] | Internal Revenue Service ("IRS") [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Increase in federal and state taxes payable | 16 | |||||||
Increase in deferred income tax liability | 70 | |||||||
Unrecognized tax benefits | 11 | 11 | $ 11 | |||||
Tribune [Member] | Chicago Cubs Transactions [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Income tax penalties expense | $ 73 | |||||||
Income tax interest expense | 182 | |||||||
Estimated federal and state income taxes | $ 225 | |||||||
Income tax examination, estimate of possible taxes | $ 182 | |||||||
Tax payments | $ 154 | |||||||
Multi District Litigation [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Loss contingency lawsuit filing date | April 3, 2019 | |||||||
Loss contingency dismissal date | Sep. 05, 2019 | |||||||
Multi District Litigation [Member] | Second Amended Complaint [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Loss contingency lawsuit filing date | September 9, 2019 | |||||||
Loss contingency dismissal date | Oct. 08, 2019 | |||||||
Financial Guarantee of Mission Debt [Member] | ||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Maximum commitment under senior secured credit facility | 369 | $ 369 | ||||||
Commitment under senior secured credit facility at carrying value | $ 356 | $ 356 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 Customer NetworkService | Sep. 30, 2022 Customer | Sep. 30, 2023 Customer NetworkService | Sep. 30, 2022 Customer | |
Disaggregation Of Revenue [Line Items] | ||||
Number of multicast network services owned and operated | NetworkService | 2 | 2 | ||
Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Number of major customers | Customer | 2 | 2 | 2 | 2 |
Revenue [Member] | Customer One [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration of risk, percentage | 13% | 11% | 13% | |
Revenue [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration of risk, percentage | 15% | 14% | 12% |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 1,132 | $ 1,269 | $ 3,629 | $ 3,724 | ||
Depreciation and amortization expense | [1] | (140) | (142) | (424) | (431) | |
Payments for broadcast rights | [2] | 20 | 31 | 70 | 97 | |
Loss attributable to noncontrolling owners of a segment | (15) | (55) | ||||
Miscellaneous, net | (3) | 4 | 2 | |||
Income from operations | 94 | 356 | 477 | 1,018 | ||
Assets | [3] | 12,047 | 12,047 | $ 12,679 | ||
Goodwill | 2,965 | 2,965 | 2,961 | |||
Broadcast [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 1,056 | 1,241 | 3,379 | 3,640 | ||
Income from operations | 326 | 514 | 1,187 | 1,487 | ||
Assets | [4] | 11,062 | 11,062 | 11,635 | ||
Goodwill | 2,877 | 2,877 | 2,873 | |||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 80 | 26 | 257 | 78 | ||
Income from operations | (44) | 3 | (164) | 6 | ||
Assets | 455 | 455 | 497 | |||
Goodwill | 88 | 88 | 88 | |||
Corporate (Unallocated) [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | (4) | 2 | (7) | 6 | ||
Income from operations | (50) | $ (50) | (141) | $ (143) | ||
Assets | $ 530 | $ 530 | $ 547 | |||
[1] Excludes amortization of The CW’s programming costs of $ 80 million and $ 307 million for the three and nine months ended September 30, 2023, respectively, which is included in “Other segments (loss) profit”. Excludes payments for The CW’s broadcast rights of $ 84 million and $ 252 million for the three and nine months ended September 30, 2023, respectively, which are not included in “Other segments (loss) or profit”. The condensed consolidated total assets as of September 30, 2023 and December 31, 2022 include certain assets held by consolidated VIEs of $ 302 million and $ 304 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of September 30, 2023 and December 31, 2022 include certain liabilities of consolidated VIEs of $ 150 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. While the Company’s investment in TV Food Network ($ 924 million at September 30, 2023 and $ 1,099 million at December 31, 2022) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
Segment Data - Summary of Seg_2
Segment Data - Summary of Segment Financial Information (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Equity method investments, book value | $ 942 | $ 942 | $ 1,115 |
TV Food Network [Member] | |||
Segment Reporting Information [Line Items] | |||
Equity method investments, book value | 924 | 924 | $ 1,099 |
CWs Programming [Member] | |||
Segment Reporting Information [Line Items] | |||
Amortization excluded | 80 | 307 | |
Payments excluded for broadcast rights | $ 84 | $ 252 |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 1,132 | $ 1,269 | $ 3,629 | $ 3,724 |
Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 1,056 | 1,241 | 3,379 | 3,640 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 80 | 26 | 257 | 78 |
Corporate (Unallocated) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | (4) | 2 | (7) | 6 |
Core Advertising [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 391 | 400 | 1,211 | 1,241 |
Core Advertising [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 374 | 400 | 1,143 | 1,241 |
Core Advertising [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 17 | 68 | ||
Political Advertising [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 19 | 129 | 36 | 240 |
Political Advertising [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 19 | 129 | 36 | 240 |
Distribution [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 598 | 641 | 2,023 | 1,956 |
Distribution [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 586 | 641 | 1,984 | 1,955 |
Distribution [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 17 | 48 | ||
Distribution [Member] | Corporate (Unallocated) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | (5) | (9) | 1 | |
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 99 | 86 | 288 | 253 |
Digital [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 66 | 60 | 184 | 175 |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 33 | 26 | 104 | 78 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 25 | 13 | 71 | 34 |
Other [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 11 | 11 | 32 | 29 |
Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 13 | 37 | ||
Other [Member] | Corporate (Unallocated) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 1 | $ 2 | $ 2 | $ 5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 27, 2023 | Nov. 07, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 08, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||
Dividends declared per common share | $ 1.35 | $ 0.9 | $ 4.05 | $ 2.7 | |||||
Purchase of additional treasury stock | $ 200 | $ 215 | $ 518 | $ 621 | |||||
Payments for repurchase of common stock | $ 509 | $ 621 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends declared per common share | $ 1.35 | ||||||||
Dividends, date declared | Jan. 27, 2023 | ||||||||
Purchase of additional treasury stock, shares | 3,152,635 | ||||||||
Purchase of additional treasury stock | $ 514 | ||||||||
Authorization of share repurchase, remaining available amount | $ 744 | $ 744 | $ 1,258 | ||||||
Treasury Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase of additional treasury stock, shares | 1,274,852 | 1,197,138 | 3,152,635 | 3,569,673 | |||||
Purchase of additional treasury stock | $ 200 | $ 215 | $ 518 | $ 621 | |||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends declared per common share | $ 1.35 | ||||||||
Dividends, date declared | Oct. 27, 2023 | ||||||||
Dividends, date payable | Nov. 27, 2023 | ||||||||
Dividends, date of record | Nov. 10, 2023 | ||||||||
Subsequent Event [Member] | Treasury Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase of additional treasury stock, shares | 267,321 | ||||||||
Purchase of additional treasury stock | $ 38 | ||||||||
Payments for repurchase of common stock | $ 5 | ||||||||
Authorization of share repurchase, remaining available amount | $ 706 |