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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

As of ~~August 5, 2019,~~May 6, 2020, the registrant had ~~46,109,235~~45,262,874 shares of Class A Common Stock outstanding.

	June 30,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	79,924		$	145,115		$	434,067		$	232,070
Accounts receivable, net of allowance for doubtful accounts of $14,079 and $13,158, respectively		542,610			547,285
Restricted cash and cash equivalents								16,608			16,608
Accounts receivable, net of allowance for doubtful accounts of $22,175 and $17,205, respectively								888,738			883,921
Spectrum asset		118,969			52,002			67,171			67,171
Prepaid expenses and other current assets		34,445			22,673			107,706			151,997
Total current assets		775,948			767,075			1,514,290			1,351,767
Property and equipment, net		748,647			731,538			1,546,873			1,290,428
Goodwill		2,166,410			2,167,954			2,879,748			2,996,875
FCC licenses		1,778,268			1,778,268			2,832,457			2,921,465
Network affiliation agreements, net								2,330,436			2,532,266
Other intangible assets, net		1,396,858			1,491,923			705,757			727,354
Assets held for sale								4,524			240,524
Investments								1,322,195			1,477,353
Other noncurrent assets, net		165,404			125,272			439,157			451,705
Total assets⁽¹⁾	$	7,031,535		$	7,062,030		$	13,575,437		$	13,989,737
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	94,940		$	96,093		$	56,228		$	109,310
Accounts payable		70,392			67,828			138,952			157,366
Accrued expenses		140,993			143,850			533,805			541,803
Interest payable		34,397			32,047
Income tax payable								53,341			873
Liability to surrender spectrum asset		129,964			52,002			77,962			77,962
Other current liabilities		23,361			12,352			55,710			60,243
Total current liabilities		494,047			404,172			915,998			947,557
Debt		3,689,778			3,884,910			7,990,635			8,383,278
Deferred tax liabilities		642,525			633,880			1,696,611			1,710,664
Other noncurrent liabilities		246,968			270,084			856,134			894,745
Total liabilities⁽¹⁾		5,073,318			5,193,046			11,459,378			11,936,244
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2019 and December 31, 2018		-			-
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued, 46,103,110 shares outstanding as of June 30, 2019 and 47,291,463 shares issued, 45,626,246 shares outstanding as of December 31, 2018		473			473
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding at each of June 30, 2019 and December 31, 2018		-			-
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and outstanding at each of June 30, 2019 and December 31, 2018		-			-
Preferred stock - $0.01 par value, 200,000 shares authorized; NaN issued and outstanding at each of March 31, 2020 and December 31, 2019								-			-
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued, 45,195,405 shares outstanding as of March 31, 2020 and 47,291,463 shares issued, 45,749,788 shares outstanding as of December 31, 2019								473			473
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; NaN issued and outstanding at each of March 31, 2020 and December 31, 2019								-			-
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; NaN issued and outstanding at each of March 31, 2020 and December 31, 2019								-			-
Additional paid-in capital		1,337,057			1,351,931			1,333,717			1,353,729
Accumulated other comprehensive loss		(14,316	)		(14,316	)
Accumulated other comprehensive income								19,850			19,850
Retained earnings		701,946			620,371			910,063			778,833
Treasury stock - at cost; 1,188,353 and 1,665,217 shares as of June 30, 2019 and December 31, 2018, respectively		(81,381	)		(105,685	)
Total Nexstar Media Group, Inc. stockholders' equity		1,943,779			1,852,774
Noncontrolling interests in consolidated variable interest entities		14,438			16,210
Total stockholders' equity		1,958,217			1,868,984
Total liabilities and stockholders' equity	$	7,031,535		$	7,062,030
Treasury stock - at cost; 2,096,058 and 1,541,675 shares as of March 31, 2020 and December 31, 2019, respectively								(170,957	)		(121,388	)
Total Nexstar Media Group, Inc. stockholders’ equity								2,093,146			2,031,497
Noncontrolling interests								22,913			21,996
Total stockholders’ equity								2,116,059			2,053,493
Total liabilities and stockholders’ equity							$	13,575,437		$	13,989,737

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

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2019			2018			2019			2018			2020			2019
Net revenue	$	649,012		$	660,323		$	1,275,659		$	1,275,659		$	1,091,822		$	626,647
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		296,044			274,439			588,907			553,402			445,059			292,863
Selling, general and administrative expenses, excluding depreciation and amortization		144,058			138,903			286,418			280,808			218,384			142,360
Amortization of broadcast rights		13,935			15,913			28,297			32,013			37,208			14,362
Amortization of intangible assets		36,357			37,181			73,095			73,483			70,583			36,738
Depreciation		28,090			25,090			55,527			50,904			35,406			27,437
Reimbursement from the FCC related to station repack		(19,416	)		(5,697	)		(33,603	)		(7,061	)		(12,758	)		(14,187	)
Gain on disposal of stations and entities, net														(7,075	)		-
Total operating expenses		499,068			485,829			998,641			983,549			786,807			499,573
Income from operations		149,944			174,494			277,018			292,110			305,015			127,074
Income (loss) on equity investments, net														14,158			(491	)
Interest expense, net		(51,363	)		(56,281	)		(104,320	)		(110,870	)		(101,284	)		(52,957	)
Loss on extinguishment of debt		(2,026	)		(481	)		(3,724	)		(1,486	)		(7,477	)		(1,698	)
Pension and other postretirement plans credit, net		1,400			2,950			2,800			5,900			10,762			1,400
Other expenses, net		(574	)		(812	)		(1,065	)		(939	)
Other income (expenses), net														864			-
Income before income taxes		97,381			119,870			170,709			184,715			222,038			73,328
Income tax expense		(26,646	)		(33,264	)		(43,087	)		(50,768	)		(64,344	)		(16,441	)
Net income		70,735			86,606			127,622			133,947			157,694			56,887
Net (income) loss attributable to noncontrolling interests		(2,733	)		1,126			(4,728	)		1,907
Net income attributable to noncontrolling interests														(779	)		(1,995	)
Net income attributable to Nexstar Media Group, Inc.	$	68,002		$	87,732		$	122,894		$	135,854		$	156,915		$	54,892

Net income per common share attributable to Nexstar Media Group, Inc.:
Basic	$	1.48		$	1.92		$	2.68		$	2.96		$	3.43		$	1.20
Diluted	$	1.42		$	1.86		$	2.57		$	2.87		$	3.30		$	1.15

Weighted average number of common shares outstanding:
Basic		46,090			45,631			45,938			45,852			45,702			45,785
Diluted		47,971			47,147			47,878			47,414			47,615			47,784

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

											Accumulated																									Accumulated
	Class A				Additional						Other												Total			Class A				Additional						Other												Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury Stock						Noncontrolling			Stockholders'			Common Stock				Paid-In			Retained			Comprehensive			Treasury Stock						Noncontrolling			Stockholders’
	Shares		Amount		Capital			Earnings			(Loss) Income			Shares			Amount			interests			Equity			Shares		Amount		Capital			Earnings			(Loss) Income			Shares			Amount			interests			Equity
Balances as of March 31, 2019		47,291,463	$	473	$	1,332,612		$	654,682		$	(14,316	)		(1,275,092	)	$	(86,146	)	$	11,705		$	1,899,010
Balances as of December 31, 2019																											47,291,463	$	473	$	1,353,729		$	778,833		$	19,850			(1,541,675	)	$	(121,388	)	$	21,996		$	2,053,493
Purchase of treasury stock																											-		-		-			-			-			(950,000	)		(72,587	)		-			(72,587	)
Stock-based compensation expense																											-		-		10,685			-			-			-			-			-			10,685
Vesting of restricted stock units and exercise of stock options																											-		-		(29,316	)		-			-			395,617			23,018			-			(6,298	)
Dividends declared on common stock ($0.56 per share)																											-		-		-			(25,676	)		-			-			-			-			(25,676	)
Contribution from a noncontrolling interest																											-		-		-			-			-			-			-			138			138
Disposal of an entity																											-		-		(1,381	)		(9	)		-			-			-			-			(1,390	)
Net income																											-		-		-			156,915			-			-			-			779			157,694
Balances as of March 31, 2020																											47,291,463	$	473	$	1,333,717		$	910,063		$	19,850			(2,096,058	)	$	(170,957	)	$	22,913		$	2,116,059


Balances as of December 31, 2018																											47,291,463	$	473	$	1,351,931		$	620,371		$	(14,316	)		(1,665,217	)	$	(105,685	)	$	16,210		$	1,868,984
Stock-based compensation expense		-		-		9,691			-			-			-			-			-			9,691			-		-		8,069			-			-			-			-			-			8,069
Vesting of restricted stock units and exercise of stock options		-		-		(5,246	)		-			-			86,739			4,765			-			(481	)		-		-		(27,388	)		-			-			390,125			19,539			-			(7,849	)
Dividends declared on common stock ($0.45 per share)		-		-		-			(20,738	)		-			-			-			-			(20,738	)		-		-		-			(20,581	)		-			-			-			-			(20,581	)
Purchase of noncontrolling interest from a consolidated variable interest entity																											-		-		-			-			-			-			-			(6,500	)		(6,500	)
Net income		-		-		-			68,002			-			-			-			2,733			70,735			-		-		-			54,892			-			-			-			1,995			56,887
Balances as of June 30, 2019		47,291,463	$	473	$	1,337,057		$	701,946		$	(14,316	)		(1,188,353	)	$	(81,381	)	$	14,438		$	1,958,217

Balances as of March 31, 2018		47,291,463	$	473	$	1,331,683		$	330,357		$	6,140			(1,556,977	)	$	(97,290	)	$	10,141		$	1,581,504
Purchase of treasury stock		-		-		-			-			-			(250,000	)		(16,704	)		-			(16,704	)
Stock-based compensation expense		-		-		8,195			-			-			-			-			-			8,195
Vesting of restricted stock units and exercise of stock options		-		-		(2,140	)		-			-			37,549			2,148			-			8
Dividends declared on common stock ($0.375 per share)		-		-		-			(17,155	)		-			-			-			-			(17,155	)
Net income (loss)		-		-		-			87,732			-			-			-			(1,126	)		86,606
Balances as of June 30, 2018		47,291,463	$	473	$	1,337,738		$	400,934		$	6,140			(1,769,428	)	$	(111,846	)	$	9,015		$	1,642,454

Balances as of March 31, 2019																											47,291,463	$	473	$	1,332,612		$	654,682		$	(14,316	)		(1,275,092	)	$	(86,146	)	$	11,705		$	1,899,010

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

Accumulated

Class A

Additional

Other

Total

Common Stock

Paid-In

Retained

Comprehensive

Treasury Stock

Noncontrolling

Stockholders'

Shares

Amount

Capital

Earnings

(Loss) Income

Shares

Amount

interests

Equity

Balances as of December 31, 2018

47,291,463

$
473

$
1,351,931

$
620,371

$
(14,316
)

(1,665,217
)

$
(105,685
)

$
16,210

$
1,868,984

Stock-based compensation expense

-

-

17,760

-

-

-

-

-

17,760

Vesting of restricted stock units and
  exercise of stock options

-

-

(32,634
)

-

-

476,864

24,304

-

(8,330
)
Dividends declared on common stock ($0.90 per share)

-

-

-

(41,319
)

-

-

-

-

(41,319
)
Purchase of noncontrolling interest from a consolidated variable interest entity

-

-

-

-

-

-

-

(6,500
)

(6,500
)
Net income

-

-

-

122,894

-

-

-

4,728

127,622

Balances as of June 30, 2019

47,291,463

$
473

$
1,337,057

$
701,946

$
(14,316
)

(1,188,353
)

$
(81,381
)

$
14,438

$
1,958,217

Balances as of December 31, 2017

47,291,463

$
473

$
1,342,541

$
299,523

$
6,140

(1,325,049
)

$
(78,063
)

$
10,696

$
1,581,310

Purchase of treasury stock

-

-

-

-

-

(751,920
)

(50,524
)

-

(50,524
)
Stock-based compensation expense

-

-

14,595

-

-

-

-

-

14,595

Vesting of restricted stock units and
  exercise of stock options

-

-

(19,398
)

-

-

307,541

16,741

-

(2,657
)
Dividends declared on common stock ($0.75 per share)

-

-

-

(34,443
)

-

-

-

-

(34,443
)
Contribution from a
  noncontrolling interest

-

-

-

-

-

-

-

226

226

Net income (loss)

-

-

-

135,854

-

-

-

(1,907
)

133,947

Balances as of June 30, 2018

47,291,463

$
473

$
1,337,738

$
400,934

$
6,140

(1,769,428
)

$
(111,846
)

$
9,015

$
1,642,454

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

							Three Months Ended
	Six Months Ended June 30,						March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net income	$	127,622		$	133,947		$	157,694		$	56,887
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets								70,583			36,738
Depreciation of property and equipment								35,406			27,437
Amortization of broadcast rights								37,208			14,362
Stock-based compensation expense								10,685			8,069
Provision for bad debt		4,185			6,344			1,818			2,545
Amortization of broadcast rights		28,297			32,013
Depreciation of property and equipment		55,527			50,904
Amortization of intangible assets		73,095			73,483
Amortization of debt financing costs, debt discounts and premium								4,636			1,942
Loss on extinguishment of debt								7,477			1,698
Gain on asset disposal, net		(156	)		(391	)		(388	)		-
Amortization of debt financing costs and debt discounts		3,867			5,236
Loss on extinguishment of debt		3,724			1,486
Stock-based compensation expense		17,760			14,595
Deferred income taxes		6,063			5,472			(13,011	)		2,309
Gain on disposal of stations and entities, net								(7,075	)		(533	)
Spectrum repack reimbursements								(12,758	)		(14,187	)
Payments for broadcast rights		(28,300	)		(32,787	)		(51,783	)		(14,489	)
Non-cash compensation expense related to an acquisition's contingent consideration		-			1,233
Other noncash credits, net		(876	)		(1,249	)
Spectrum repack reimbursements		(33,603	)		(7,061	)
(Income) loss on equity investments, net								(14,158	)		491
Distribution from equity investments - return on capital								170,400			-
Other noncash operating activities, net								(230	)		(889	)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		330			56,939			(7,268	)		4,184
Prepaid expenses and other current assets		(345	)		1,504			(1,834	)		(1,415	)
Other noncurrent assets		(1,650	)		(719	)		214			2,248
Accounts payable, accrued expenses and other current liabilities		(3,079	)		(27,683	)
Taxes payable		(15,395	)		12,493
Interest payable		2,350			759
Accounts payable								(18,324	)		3,889
Accrued expenses and other current liabilities								(10,102	)		(15,818	)
Income tax payable								74,750			12,249
Other noncurrent liabilities		(3,016	)		(9,444	)		(18,822	)		(3,128	)
Net cash provided by operating activities		236,400			317,074			415,118			124,589
Cash flows from investing activities:
Purchases of property and equipment		(71,468	)		(36,390	)		(60,134	)		(28,579	)
Payments for acquisitions, net of cash acquired		-			(85,867	)		(63,000	)		-
Proceeds from sale of stations and entities								362,804			-
Spectrum repack reimbursements from the FCC		33,603			7,061			12,758			14,187
Proceeds from disposals of property and equipment		849			3,874			430			588
Proceeds received from settlement of corporate-owned life insurance policies		160			387
Net cash used in investing activities		(36,856	)		(110,935	)
Proceeds from resolution of acquired contingency								98,000			-
Other investing activities, net								171			51
Net cash provided by (used in) investing activities								351,029			(13,753	)
Cash flows from financing activities:
Proceeds from long-term debt, net of debt discounts		-			95,759
Repayments of long-term debt		(203,608	)		(176,916	)		(457,328	)		(91,805	)
Payments for debt financing costs		(78	)		-			(379	)		-
Contributions from a noncontrolling interest		-			226
Common stock dividends paid								(25,676	)		(20,581	)
Cash paid for shares withheld for taxes								(6,483	)		(9,276	)
Purchase of noncontrolling interests								-			(6,393	)
Proceeds from exercise of stock options								368			1,427
Payments for capital lease and capitalized software obligations								(1,792	)		(732	)
Purchase of treasury stock		-			(50,524	)		(72,587	)		-
Proceeds from exercise of stock options		1,483			2,059
Common stock dividends paid		(41,319	)		(34,443	)
Purchase of noncontrolling interest from a consolidated variable interest entity		(6,393	)		-
Cash paid for shares withheld for taxes		(9,813	)		(4,716	)
Payments for capital lease and capitalized software obligations		(5,007	)		(5,555	)
Other financing activities, net								(273	)		-
Net cash used in financing activities		(264,735	)		(174,110	)		(564,150	)		(127,360	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(65,191	)		32,029
Net increase (decrease) in cash, cash equivalents and restricted cash								201,997			(16,524	)
Cash, cash equivalents and restricted cash at beginning of period		145,115			115,652			248,678			145,115
Cash, cash equivalents and restricted cash at end of period	$	79,924		$	147,681		$	450,675		$	128,591
Supplemental information:
Interest paid	$	98,103		$	104,874		$	125,516		$	58,839
Income taxes paid, net of refunds	$	52,419		$	32,781		$	2,110		$	1,883
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	23,087		$	14,376		$	28,024		$	27,796
Right-of-use assets obtained in exchange for operating lease obligations⁽¹⁾	$	114,203		$	-		$	15,977		$	113,598
Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset	$	-		$	314,086

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

~~(1) Amounts for the six months ended June 30, 2019 include the transition adjustment of $112.8 million for the adoption of ASC 842.~~

~~As of June 30, 2019,~~ Nexstar Media Group, Inc. ~~and~~, together with its ~~wholly-owned~~wholly owned subsidiaries (“Nexstar”), a Delaware corporation, is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations and interactive community websites and digital media services.As of March 31, 2020, Nexstar owned, operated, programmed or provided sales and other services to ~~174~~196 full power television stations, including those owned by consolidated variable interest entities (“VIEs”), and 1 AM radio station in ~~100~~114 markets in 38 states and the ~~states~~District of ~~Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,~~Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin.Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV, and other broadcast television networks. As of March 31, 2020, the stations reached approximately 39% of all U.S. television households (applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount). Through various local service agreements, Nexstar provided sales, programming, and other services to 36 full power television stations owned ~~and/or operated~~ by independent third parties. Nexstar also owns WGN America, a national general entertainment cable network, a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”) and a portfolio of real estate assets.

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

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 thousands):

	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Current assets	$	24,375	$	20,898	$	9,421	$	9,837
Property and equipment, net		16,366		10,994		19,539		19,586
Goodwill		121,600		121,600		102,447		102,447
FCC licenses		151,808		157,658		138,482		138,482
Network affiliation agreements, net						54,174		55,378
Other intangible assets, net		71,936		75,513		-		22
Other noncurrent assets, net		9,121		3,652		6,376		6,818
Total assets	$	395,206	$	390,315	$	330,439	$	332,570

Current liabilities	$	19,206	$	17,594	$	16,327	$	19,653
Noncurrent liabilities		36,741		27,542		40,859		42,012
Total liabilities	$	55,947	$	45,136	$	57,186	$	61,665

The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s ~~control.~~control, for instance, uncertainties surrounding the business outlook caused by Coronavirus Disease 2019 (“COVID-19”). COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency on March 13, 2020.

The COVID-19 pandemic has not had a ~~definitive merger agreement~~material adverse impact on the Company’s operations and liquidity as of March 31, 2020. As of this date, the Company’s unrestricted cash on hand amounted to $434.1 million and the Company had a positive working capital of $598.2 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of March 31, 2020, the Company was in compliance with ~~Tribune Media~~its financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company ~~(“Tribune”)~~believes it has sufficient unrestricted cash on hand and has availability to ~~acquire the latter’s outstanding equity~~access additional cash up to $139.7 million under its revolving credit facilities (with a maturity date of October 2023) to meet its business operating requirements, its capital expenditures and to ~~settle~~continue to service its debt for at least the ~~outstanding equity-based awards for $46.50 per share in a cash transaction. The estimated total purchase price is $7.165 billion, inclusive~~next 12 months as of the ~~merger cash consideration,~~filing date of this Quarterly Report on Form 10-Q. The Company also believes its leverage is well positioned to withstand the ~~refinancing~~current challenges as the nearest maturity of ~~Tribune's~~its outstanding debt will not occur until October 2023. The Company will continue to evaluate its liquidity, its best use of operating cash flow and the ~~assumption of outstanding warrants. The estimated purchase price amount does not take into account Tribune’s cash or pension liabilities~~market conditions to ~~be acquired by Nexstar. The merger has been approved by the boards of directors of both companies and the stockholders of Tribune and is projected to close in the third quarter of 2019, subject~~ to (i) Federal Communications Commission (the “FCC”) approval, (ii) other regulatory approvals (including expiration or termination of the waiting period applicable to the merger under the applicable Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) (the “HSR Approval”) and (iii) satisfaction of other customary closing conditions.

On March 20, 2019, Nexstar entered into definitive asset purchase agreements to sell a total of nineteen stations in fifteen markets. Under the terms of the agreements, TEGNA Inc. (“TEGNA”) will acquire eleven stations in eight markets and The E.W. Scripps Company (“Scripps”) will acquire eight stations in seven markets. On April 8, 2019, Nexstar entered into a definitive asset purchase agreement to sell to Circle City Broadcasting I, Inc., a newly-formed minority-led broadcast company majority-owned by DuJuan McCoy, two stations in the Indianapolis, IN market. The total selling price of these proposed divestitures is $1.362 billion, subject to customary purchase price adjustments. The consummation of each divestiture transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the closing of the transactions contemplated by the merger agreement, (ii) FCC approval and HSR Approval and (iii) the absence of certain legal impediments to the consummation of such transaction. Nexstar intends to use the net proceeds from the divestitures to partially fund the merger, to refinance the existing indebtedness of Tribune, to pay related fees and expenses and for general corporate purposes.

On July 31, 2019, the Department of Justice (“DOJ”) provided its conditional approval of the proposed Nexstar and Tribune merger, but the FCC must still complete its public interest review of the transaction. See Note 3 for additional information on the proposed merger and divestitures and Note 16 for additional information on the DOJ conditional approval.

On November 30, 2018, Nexstar received committed financing up to a maximum of $6.4 billion from a group of commercial banks to provide the debt financing to consummate the merger and the refinancing of certain of the existing indebtedness of Tribune and related transactions.

On July 3, 2019, Nexstar Escrow, Inc., a wholly-owned indirect subsidiary of Nexstar (“Nexstar Escrow”), completed the sale and issuance of its $1.120 billion 5.625% Senior Unsecured Notes due 2027 (the “5.625% Notes due 2027”) at par. The gross proceeds of the 5.625% Notes due 2027 were deposited in a segregated escrow account and cannot be utilized until certain conditionsdetermine if further steps are ~~satisfied, including the completion of Nexstar’s merger with Tribune. See Note 16 for additional information.~~

The remainder of the committed financing includes $3.740 billion in term loans for which Nexstar recently completed the pricing. These term loans are projected to be issued simultaneously with the completion of Nexstar’s merger with Tribune.necessary.

The Condensed Consolidated Financial Statements as of ~~June 30, 2019~~March 31, 2020 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ 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. ~~Actual results could differ from those estimates.~~ Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but were not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from those estimates. While based on our current assessment of these estimates there was not a material impact to our Condensed Consolidated Financial Statements as of and for the quarter ended March 31, 2020, as additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our consolidated financial statements in future reporting periods. These Condensed Consolidated Financial Statements should be read in conjunction with the ~~Condensed~~ Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The balance sheet as of December 31, ~~2018~~2019 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.

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

Nexstar consolidates entities in which Nexstar is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under certain VIEs’ senior secured credit facilities (see Note 7)9), (3) 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 (4) purchase options granted by each such VIE ~~exclusive of Marshall Broadcasting Group, Inc. (“Marshall”),~~ which permit Nexstar to acquire the assets and assume the liabilities of each of ~~the~~these VIEs’ stations, subject to FCC consent.

The following table summarizes the various local service agreements Nexstar had in effect as of ~~June 30, 2019~~March 31, 2020 with its consolidated VIEs:

Nexstar’s ability to receive cash from its 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.

Nexstar had a variable interest in HITV License Subsidiary, Inc., the owner of station KHII, upon execution of a TBA effective November 1, 2018 and a purchase agreement to acquire certain assets of the station. On December 17, 2018, the FCC approved Nexstar’s acquisition of the station. Nexstar evaluated its business arrangement with KHII and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station including developing the annual operating budget, selling advertising, and oversight and control of sales management personnel. Thus, Nexstar consolidated KHII as of December 17, 2018 under authoritative guidance related to the consolidation of VIEs. The assets that were consolidated into Nexstar included the license assets and network affiliation agreement of KHII but were attributed to the owner of the station at the time (noncontrolling interest). On January 28, 2019, Nexstar paid the former owner the remaining purchase price, acquired the noncontrolling interest in full and completed the acquisition. As of this date, KHII is no longer a VIE. See Note 3 for additional information.

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 thousands):

	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Current assets:
Cash and cash equivalents	$	22,083	$	19,060	$	8,766	$	12,944
Accounts receivable, net		23,676		22,725		18,364		17,995
Prepaid expenses and other current assets		2,443		4,423		1,773		1,921
Total current assets		48,202		46,208		28,903		32,860
Property and equipment, net		38,533		30,861		42,147		42,308
Goodwill		154,787		154,787		135,634		135,634
FCC licenses		151,808		157,658		138,482		138,482
Network affiliation agreements, net						65,126		66,679
Other intangible assets, net		84,637		89,225		460		513
Other noncurrent assets, net		21,117		8,073		61,128		12,749
Total assets	$	499,084	$	486,812	$	471,880	$	429,225

Current liabilities:
Current portion of debt	$	53,463	$	54,616	$	3,548	$	3,433
Interest payable		1,061		345		783		834
Other current liabilities		19,206		17,594		16,327		19,653
Total current liabilities		73,730		72,555		20,658		23,920
Debt		242,452		243,717		240,416		241,190
Other noncurrent liabilities		36,741		27,542		40,859		42,012
Total liabilities	$	352,923	$	343,814	$	301,933	$	307,122

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2020. 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 evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

~~As discussed~~On December 1, 2014, Nexstar met the accounting criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of (i) local service agreements Nexstar had with the Marshall stations (JSAs and SSAs) as of this date, (ii) Nexstar’s guarantee of the obligations incurred under Marshall’s senior secured credit facility, and (iii) Nexstar having power over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall station, and the production of the Marshall station’s news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on this date. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the ~~“Recent Accounting Pronouncements” section below,~~U.S. Bankruptcy Court for the ~~Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842)~~Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and ~~all related amendments issued by~~Marshall, including the ~~Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) 842 establishes~~JSAs. As a ~~comprehensive new lease accounting model~~result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar evaluated its remaining business arrangements with Marshall and determined that ~~requires the recording of assets and liabilities arising from operating leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures~~it still has a variable interest in the ~~notes~~entity. The services under the SSAs are still active and Mission, a VIE that is consolidated by Nexstar, is a lender of Marshall. However, Nexstar also determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in Marshall due to the bankruptcy court taking control of Marshall’s significant financial ~~statements. The standard was issued to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases.~~

The Company adopted this standard effective January 1, 2019 using the optional transition method. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. Financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reportedaffairs. Therefore, in accordance with the ~~Company’s historical~~applicable accounting ~~policy~~standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. Accordingly, the operating results and cash flows of Marshall for ~~lease contracts prior to~~ the ~~adoption of ASC 842.~~

The Company has elected the ‘package of practical expedients’ permitted under the transition guidance within ASC 842, which permits the Company to carry forward the historical lease classification and not reassess whether any expired or existing contracts are or contain leases. In addition, the Company is not required to reassess initial direct costs for any existing leases. The Company did not elect the land easementsthree months ended March 31, 2020 were excluded and the ~~use~~operating results and cash flows of ~~hindsight practical expedients~~Marshall for the three months ended March 31, 2019 were included in ~~determining~~ the lease term for existing leases. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize ROU assets or lease liabilities. The vast majority of the Company’s television station leases are comprised of fixed lease payments, with a small percentage of television station lease payments that are tied to a rate or index which may be subject to variability. For these leases, the calculation of the present value of future minimum lease payments is the base rate as of the later of (i) when the television station was acquired by the Company, or (ii) the commencement date of the lease agreement. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). These are not significant and the Company historically excluded these executory costs from its future minimum lease payments under its historical policy prior to the adoption of ASC 842. As such, the executory costs were excluded from the calculation of ROU assets and lease liabilities associated with operating leases upon transition. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date.

~~The Company recognized operating lease ROU assets on its~~accompanying Condensed Consolidated ~~Balance Sheet as~~Statements of ~~January 1, 2019~~Operations and Consolidated Statements of ~~$112.8 million, inclusive of the present value of remaining future operating lease payments of $98.9 million and reclassifications of certain operating lease related~~Cash Flows. The assets and liabilities ~~under the Company’s historical accounting policy prior to the adoption~~ of ASC 842 such as favorable (unfavorable) lease intangible assets, deferred rent, short-term and long-term prepaid expenses and other accruals. These are summarized in the table below (in thousands). The adoption did not result in a cumulative impact on retained earningsMarshall as of ~~January 1, 2019.~~

After transition to ASC 842, the Company determines if an arrangement is a lease at inception. The ROU assets arising from operating leases are included in other noncurrent assets, other current liabilitiesMarch 31, 2020 and ~~other noncurrent liabilities~~December 31, 2019 were excluded in the accompanying Condensed Consolidated Balance Sheets. ~~Operating lease ROU~~

On March 30, 2020, Mission entered into an asset purchase agreement to acquire certain assets ~~and operating lease liabilities that are recognized after the adoption of ASC 842 are based on the present value~~ of the ~~future minimum lease payments over~~3 television stations currently owned by Marshall: KMSS serving the ~~lease term at~~Shreveport, Louisiana market, KPEJ serving the ~~commencement date.~~Odessa, Texas market and KLJB serving the Davenport, Iowa market. The ~~operating lease ROU asset also includes any lease payments made and excludes lease incentives and executory costs (not significant). The Company’s lease terms may include options~~purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to extend or terminate the lease when it is reasonably certain that it will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in its ROU asset and lease liability) unless there is an economic, financial or business reason to do so. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used based on the information available at the commencement date in determining the present value of future lease payments. The discount rate represents a risk-adjusted rateMission on a ~~secured basis~~dollar-for-dollar basis. The purchase price is subject to customary adjustments. The transaction is subject to FCC and other customary approvals and is ~~the rate at which the Company would borrow funds~~expected to ~~satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases starting~~close in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.2020.

In rare circumstances, the Company may enter into finance leases for specific equipment or real estate used in its operations, in which the lease term is for the major part of the remaining economic life of the underlying asset or the present value of the lease payments equals or exceeds substantially all of the estimated fair value of the underlying asset. The Company records its finance leases within property, plant and equipment, other current liabilities and other noncurrent liabilities on the accompanying Condensed Consolidated Balance Sheets.8

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

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

	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2019		2018		2019		2018		2020		2019
Weighted average shares outstanding - basic		46,090		45,631		45,938		45,852		45,702		45,785
Dilutive effect of equity incentive plan instruments		1,881		1,516		1,940		1,562		1,913		1,999
Weighted average shares outstanding - diluted		47,971		47,147		47,878		47,414		47,615		47,784

~~There were no anti-dilutive shares during each of~~During the three months ended ~~June 30,~~March 31, 2020, there were 0 stock options and restricted stock units that were anti-dilutive. For the three months ended March 31, 2019, ~~and 2018.~~

~~Stock~~stock options and restricted stock units to acquire a weighted average of ~~15,000~~30,000 shares ~~and 38,000 shares for the six months ended June 30, 2019 and 2018, respectively,~~ of Class A common stock were excluded from the computation of diluted earnings per share because their impact would have been anti-dilutive.

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.

In ~~February 2016,~~April 2019, the FASB issued ASU No. 2016-02, Leases (Topic 842). The Company adopted this standard and all related amendments effective January 1, 2019 using the optional transition method. The standard had a material impact on the Company’s Condensed Consolidated Balance Sheets but did not impact its operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. See Leases above for the Company’s updated accounting policy and Note 8 for expanded disclosures.

~~In June 2016, the FASB~~Board (FASB) issued Accounting Standards Update (ASU) 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU ~~No.~~2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, ~~Financial~~“Financial Instruments - Credit Losses (Topic 326) (“: Measurement of Credit Losses on Financial Instruments” and ASU ~~2016-13”). The standard requires entities~~2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to ~~estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities~~Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ~~loans, using an expected credit loss model. The expected credit loss model differs from~~ASU 2017-12, the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. In November 2018, the FASB issued ASU No. 2018-19 to clarify the scope of the guidance in the amendmentsimprovements in ASU 2016-13. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. ~~Early~~We adopted this guidance concurrent with our adoption ~~is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact~~ of ~~adopting~~ ASU 2016-13 effective January 1, 2020. The adoption of this standard did not have a material impact on ~~its~~our Condensed Consolidated Financial ~~Statements.~~Statements and related disclosures and there was no cumulative-effect adjustment required.

In ~~August 2018,~~March 2019, the FASB issued ASU ~~No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”),~~2019-02, “Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350).” The standard requires production costs of episodic television series to be capitalized as incurred, which ~~modifies~~aligns the ~~disclosure requirements~~guidance with the accounting for production costs of films. The guidance also provides that capitalized costs associated with films and license agreements will be tested for impairment based on the lower of unamortized cost or fair value, ~~measurements.~~as opposed to the existing guidance where the impairment test is based on estimated net realizable value, and also includes additional disclosure requirements. The ~~amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.Early adoption is permitted for any removed or modified disclosures. The Company is currently evaluating the impact of adopting ASU 2018-13 on its Condensed Consolidated Financial Statements.~~

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20) (“ASU 2018-14”). ASU 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The amendments in ASU 2018-14 are effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The updated standard should be applied prospectively. We adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on ~~a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2018-14 on its~~our Condensed Consolidated Financial ~~Statements.~~Statements and related disclosures.

In October 2018, the FASB issued ASU 2018-17, ~~Consolidation~~“Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest ~~Entities (“ASU 2018-17”)~~Entities”. The ~~amendments in ASU 2018-17~~standard provides guidance for determining whether a decision-making fee is a variable interest ~~require~~and requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). ~~Therefore, these~~We adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820)”, which removes, modifies and adds to the disclosure requirements on fair value measurements in Topic 820. The amendments ~~likely will result~~on changes in ~~more decision makers~~unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted this standard effective January 1, 2020. The adoption of this standard did not ~~having~~have a ~~variable interest~~material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)”, which removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The standards are effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The updated standard should be applied on a retrospective basis. We early adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)”, which requires measurement and recognition of expected credit losses for financial assets held. The standard is to be applied through ~~their decision-making arrangements.~~a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the standard is effective. We adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures and there was no cumulative-effect adjustment required.

In January 2020, FASB issued ASU 2020-01, “Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU ~~2018-17~~2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments in ASU 2020-01 are effective for all entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the standard to have a material impact on its Condensed Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, “Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”),which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual ~~reporting~~ periods beginning after December 15, ~~2019, and early~~2020 (January 1, 2021 for the Company). Early adoption is permitted. The Company is currently evaluating the impact the adoption of ~~adopting~~ ASU ~~2018-17~~2019-12 will have on its Condensed Consolidated Financial ~~Statements.~~Statements upon its adoption effective January 1, 2020.

On ~~November 30, 2018,~~January 27, 2020, Nexstar ~~entered into a definitive merger agreement~~and Sinclair Broadcast Group, Inc. (“Sinclair”) resolved the outstanding lawsuit between Tribune Media Company (“Tribune”) and Sinclair. Tribune was acquired by Nexstar on September 19, 2019 (the “Merger”). As part of the resolution, Nexstar acquired from Sinclair certain non-license assets associated with ~~Tribune to acquire Tribune’s outstanding equity~~television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for ~~$46.50 per share~~$18.0 million in a cash ~~transaction. All equity-based awards~~(see Note 15, “Commitment and Contingencies”, “Termination of Tribune ~~that~~and Sinclair Merger Agreement” for additional information with respect to this litigation resolution).

On March 2, 2020, Nexstar completed the acquisition of Fox affiliate television station WJZY and MyNetworkTV affiliate television station WMYT in the Charlotte, NC market from Fox Television Stations, LLC (“Fox”), a Delaware limited liability company, for $45.0 million in cash. This acquisition allowed Nexstar’s entrance into this market. Simultaneous with this acquisition, Nexstar sold certain of its television stations to Fox as described in more detail in “2020 Dispositions” below.

Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the acquisitions of KGBT, WJZY, and WMYT are ~~outstanding prior~~as follows (in thousands):

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the ~~merger will vest~~network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 3 years.

The stations’ combined net revenue of $7.7 million and operating income of $4.0 million from the respective stations’ acquisition dates to March 31, 2020 have been included in ~~full and will be converted into~~ the ~~right to receive the same cash consideration. All outstanding warrants~~accompanying Condensed Consolidated Statements of ~~Tribune will be assumed by Nexstar.~~ ~~The estimated total purchase price is $7.165 billion, inclusive of the merger cash consideration, the refinancing of Tribune's outstanding debt and the assumption of outstanding warrants.~~ The estimated purchase price amount does not take into account Tribune’s cash or pension liabilities to be acquired by Nexstar. Tribune shareholders will be entitled to additional cash consideration of approximately $0.30 per share per month if the transaction has not closed by August 31, 2019, pro-rated for partial months and less an adjustment for any dividends declared on or after September 1, 2019.Operations. Transaction costs relating to ~~this proposed acquisition, including legal and professional fees of $3.5 million,~~these acquisitions were ~~expensed as incurred~~not significant during the three months ended ~~June 30, 2019~~March 31, 2020.

Pro forma information for these acquisitions has not been provided as the Company believes that the impact of the historical financials for financial reporting purposes, both individually and ~~$7.3~~in aggregate, to the Company’s revenue, operating income, net income, and earnings per share is not material.

On January 14, 2020, the Company sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto Holdings, Ltd. for a net consideration of $12.9 million ~~during~~(net of $2.4 million cash balance of this business that was transferred to the ~~six months ended June 30, 2019. No costs~~buyer upon sale). Nexstar recognized a $2.4 million gain on disposal of this business.

On March 2, 2020, Nexstar also completed the sale of Fox affiliate television station KCPQ and MyNetworkTV affiliate television station KZJO in the Seattle, WA market, as well as Fox affiliate television station WITI in the Milwaukee, WI market, to Fox for approximately $349.9 million in cash, including working capital adjustments. Nexstar recognized a $4.7 million net gain on disposal of these stations. The proceeds from the sale of the stations were ~~incurred during~~partially used to prepay the ~~three and six months ended June 30, 2018.~~Company’s term loans (see Note 9).

The ~~merger agreement contains certain termination rights for both Nexstar~~net gain that resulted from the divestitures of stations and ~~Tribune. If the merger agreement is terminated in connection with Tribune entering into a definitive agreement with respect to a superior proposal, as well as under certain~~ other circumstances, the termination fee payable by Tribune to Nexstar will be $135 million. Either party may terminate the merger agreement if the merger is not consummated on or before an end date of November 30, 2019, with an automatic extension to February 29, 2020, if necessary, to obtain regulatory approval under circumstances specifiedbusiness was recorded in the ~~merger agreement.~~Gain on disposal of stations and entities, net in the accompanying Condensed Consolidated Statements of Operations.

On January 27, 2020, Sinclair agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary approvals (see Note 15, “Commitment and Contingencies”). The ~~merger has been approved~~proposed acquisition by ~~the boards~~Nexstar of ~~directors of both companies and the stockholders of Tribune and~~this station is projected to close in the third quarter of 2019, subject to (i) FCC approval, (ii) other regulatory approvals (including HSR Approval) and (iii) satisfaction of other customary closing conditions. The merger does not require approval of our stockholders and is not subject to any financing contingency. On November 30, 2018, Nexstar received committed financing up to a maximum of 2020.$6.4 billion from a group of commercial banks to provide the debt financing to consummate the merger and the refinancing of certain of the existing indebtedness of Tribune and related transactions. On July 3, 2019, Nexstar Escrow completed the sale and issuance of $1.120 billion 5.625% Notes due 2027 at par. The gross proceeds of the 5.625% Notes due 2027 were deposited in a segregated escrow account and cannot be utilized until certain conditions are satisfied, including the completion of Nexstar’s merger with Tribune. See Note 16 for additional information.

Tribune is a diversified media and entertainment business, which currently owns or provides certain services to 44 local television stations (including two satellite television stations) and one AM radio station.

~~In connection with obtaining the HSR Approval and the FCC approval, Nexstar agreed to divest one or more television stations in certain Designated Market Areas (“DMAs”).~~ On March ~~20, 2019,~~30, 2020, Mission, a VIE consolidated by Nexstar, entered into definitive asset purchase agreements to sell a total of nineteen stations in fifteen markets. Under the terms of the agreements, TEGNA will acquire eleven stations in eight markets and Scripps will acquire eight stations in seven markets. Under the terms of the asset purchase agreement with TEGNA, TEGNA will acquire substantially all of the assets of television broadcast stations (i) WTIC and WCCT in Hartford-New Haven, CT; (ii) WPMT in Harrisburg-Lancaster-Lebanon-York, PA; (iii) WATN and WLMT in Memphis, TN; (iv) WNEP in Wilkes Barre-Scranton, PA; (v) WOI and KCWI in Des Moines-Ames, IA; (vi) WZDX in Huntsville-Decatur (Florence), AL; (vii) WQAD in Davenport, IA-Rock Island-Moline, IL; and (viii) KFSM in Ft. Smith-Fayetteville-Springdale-Rogers, AR for cash consideration of $740 million (subject to customary purchase price adjustments).

Under the terms of the asset purchase agreement with Scripps, Scripps will acquire substantially all of the assets of television broadcast stations (i) KASW in Phoenix (Prescott), AZ; (ii) WPIX in New York, NY, (iii) WSFL-TV in Miami-Ft. Lauderdale, FL, (iv) KSTU in Salt Lake City, UT, (v) WTKR and WGNT in Norfolk-Portsmouth-Newport News, VA, (vi) WXMI in Grand Rapids-Kalamazoo-Battle Creek, MI and (vii) WTVR-TV in Richmond-Petersburg, VA for cash consideration of $580 million (subject to customary purchase price adjustments). WPIX, WSFL and KASW are being divested in order to bring Nexstar into compliance with the FCC’s national ownership cap.

~~On April 8, 2019, Nexstar entered into a definitive~~an asset purchase agreement to ~~sell~~acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to ~~Circle City Broadcasting I, Inc.,~~Mission on a newly-formed minority-led broadcast company majority-owned by DuJuan McCoy, two stations in Indianapolis, IN -- WISH, the CW affiliate, and WNDY, the MyNetwork TV affiliate -- for $42.5 million in cash.

dollar-for-dollar basis. The ~~consummation of each divestiture~~purchase price is subject to customary adjustments. The transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the closing of the transactions contemplated by the Tribune Merger Agreement, (ii) the receipt of approval from the FCC and ~~the expiration or termination of any waiting period applicable to such transaction under the HSR Act, as amended,~~other customary approvals and ~~(iii) the absence of certain legal impediments to the consummation of such transaction.~~

~~The consummation of each divestiture transaction~~ is expected to ~~occur simultaneously with the closing of the merger.~~close in 2020.

~~On July 31, 2019, the DOJ provided its conditional approval of the proposed Nexstar and Tribune merger, but the FCC must still complete its public interest review of the transaction. See~~ Note ~~3 for additional information on the proposed merger and divestitures and Note 16 for additional information on the DOJ conditional approval.~~

KHII operated under a TBA with Nexstar that began on November 1, 2018. On December 17, 2018, Nexstar became the primary beneficiary of its variable interest in KHII and its satellite stations and consolidated the assets that Nexstar agreed to acquire as of this date, all of which were attributed to noncontrolling interest.

On January 28, 2019, Nexstar completed its acquisition of KHII and paid the remaining purchase price of $6.4 million, funded by cash on hand. Accordingly, this final payment and the previous deposit of $0.1 million were utilized by Nexstar to acquire in full the noncontrolling interest at KHII of $6.5 million. As of January 28, 2019, the TBA was terminated and KHII is no longer a VIE.

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

	Estimated	June 30, 2019							December 31, 2018							Estimated	March 31, 2020							December 31, 2019
	useful life,			Accumulated							Accumulated					useful life,			Accumulated							Accumulated
	in years	Gross		Amortization			Net		Gross		Amortization			Net		in years	Gross		Amortization			Net		Gross		Amortization			Net
Network affiliation agreements	15	$	1,977,825	$	(632,497	)	$	1,345,328	$	1,977,825	$	(575,860	)	$	1,401,965	15	$	3,065,017	$	(734,581	)	$	2,330,436	$	3,223,906	$	(691,640	)	$	2,532,266
Other definite-lived intangible assets	1-20		222,767		(171,237	)		51,530		246,137		(156,179	)		89,958	1-20		960,962		(255,205	)		705,757		961,350		(233,996	)		727,354
Other intangible assets		$	2,200,592	$	(803,734	)	$	1,396,858	$	2,223,962	$	(732,039	)	$	1,491,923		$	4,025,979	$	(989,786	)	$	3,036,193	$	4,185,256	$	(925,636	)	$	3,259,620

Upon adoption of ASC 842 on January 1, 2019, the Company’s other intangible assets amounting to $24.2 million representing favorable leases, net was reclassified to ROU assets which is included in the “other noncurrent assets, net” in the Condensed Consolidated Balance Sheets (see Note 2).

The following table presents the Company’s estimate of amortization expense for the remainder of ~~2019,~~2020, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of ~~June 30, 2019~~March 31, 2020 (in thousands):

Remainder of 2019	$	71,470
2020		131,376
Remainder of 2020			$	203,168
2021		116,075		267,255
2022		113,645		320,563
2023		112,353		248,593
2024		111,837		247,930
Thereafter		740,102		1,748,684
	$	1,396,858	$	3,036,193

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

During ~~2019,~~the quarter ended March 31, 2020, Nexstar recorded a measurement period adjustment related to its acquisition of Tribune in September 2019. The measurement period adjustment is primarily attributable to a $98.0 million cash consideration received by Nexstar (asset acquired) to settle an existing lawsuit between Tribune and Sinclair on January 27, 2020. The settlement resulted to a recognition of an income tax payable of $25.0 million and a decrease in goodwill of $73.0 million. See Note 15: Commitments and Contingencies—Termination of Tribune and Sinclair Merger Agreement for additional information.

The measurement period adjustments ~~related to a station acquired~~recognized during the three months ended March 31, 2020 had no impact on the Company’s Condensed Consolidated Statements of Operations in ~~2018 and recognized a $1.5 million reduction to goodwill, representing working capital adjustments.~~prior year or in the current year.

~~Indefinite-lived~~During the first quarter of 2020, the Company evaluated the changes in facts and circumstances and general market declines resulting from the COVID-19 pandemic, including their impact on its current operating results and whether an impairment triggering event has occurred on its indefinite-lived intangible assets, long-lived assets (including finite-lived intangible assets) and reporting units with goodwill. Based on the results of the evaluation, the Company concluded that, as of March 31, 2020, there were no impairment triggering events that occurred on these assets, mainly because as of this date, the Company’s market capitalization exceeded the carrying amount of its equity, its first quarter 2020 revenue substantially met management’s initial expectations at the beginning of fiscal year 2020, its first quarter 2020 operating performance exceeded management’s initial expectations at the beginning of fiscal 2020 and there are no material changes in its customers, including advertisers, multichannel video programming distributors and online video distributors. However, due to the continued impact of the COVID-19 pandemic subsequent to March 31, 2020, the Company will continue to evaluate its indefinite-lived intangible assets, long-lived assets and goodwill for impairment and further assess if an impairment triggering event has occurred. Any significant adverse changes in future periods to our operating results or to the general market conditions could reasonably be expected to negatively impact the fair value of the Company’s indefinite-lived intangible assets and its reporting units as well as the recoverability of its long-lived assets and may result in future impairment charges which could be material.

Assets held for sale in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in thousands):

In January 2020, management deferred its planned disposition of certain non-depreciable real estate property located in Chicago with a carrying amount of $236.0 million. In December 2019, the asset was previously classified as held for sale. The decision to defer the sale effort was driven by current uncertainties in the local government’s policies around property taxes which could impact a potential buyer’s perception of the property’s fair market value. Because the property is land with no limited useful life, management believes that, as of March 31, 2020, the fair value exceeded its carrying value and there was no impairment. As a result of this development, the property no longer meets the criteria of classifying as held for sale. Thus, the Company reclassified this asset from held for sale to property, plant and equipment (held and used) in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2020. The reclassification of the land property did not impact the Company’s results of operations during the quarter ended March 31, 2020.

The Company’s equity method investments primarily included TV Food Network (in which Nexstar has an ownership stake of 31.3%) with a book value of $1.297 billion as of March 31, 2020. The Company received cash distributions from TV Food Network totaling $170.4 million during the quarter ended March 31, 2020.

TV Food Network owns and operates “The Food Network,” a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel,” a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems.

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, 2020. The Company would be entitled to its proportionate share of distributions to partners in the event of a liquidation, 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.

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 measures its estimated share of the basis difference attributable to investees’ goodwill. In connection with the Merger, Nexstar estimated a total of $853.0 million for its share of the basis difference attributable to investees’ amortizable intangible assets. Nexstar also estimated a basis difference of $501.8 million attributable to investees’ goodwill.

The Company amortizes the basis differences attributable to tangible assets and intangible assets subject to amortization ~~but are tested for impairment annually or whenever events or changes~~and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in ~~circumstances indicate that such~~the unaudited Condensed Consolidated Statements of Operations. As of March 31, 2020, the remaining identifiable assets ~~might be impaired.~~ ~~During the three~~subject to amortization of basis difference, totaled $771.5 million and ~~six months ended June 30, 2019,~~ have a weighted average remaining useful life of approximately 7.7 years.~~the Company did not identify any events that would trigger impairment assessment.~~

5.Income (loss) on equity investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands):

Summarized financial information for TV Food Network is as follows (in thousands):

During the first quarter of 2020, the Company evaluated its equity method investments for other-than-temporary impairment (“OTTI”) due to the events and circumstances surrounding the COVID-19 pandemic. Based on the results of the review, the Company determined that an OTTI had not occurred as of March 31, 2020. The Company may experience future declines in the fair value of its equity method investments, and it may determine an impairment loss will be required to be recognized in a future reporting period. Such determination will be based on the prevailing facts and circumstances, including those related to the reported results and financial statement disclosures of the investees as well as the general market conditions. The Company will continue to evaluate its equity method investments in the future periods to determine if an OTTI has occurred.

Other equity investments are investments without readily determinable fair values. All of the Company’s other equity investments are ownership interests in private companies. These assets were recorded at cost, subject to periodic evaluation of the carrying values.

	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Compensation and related taxes	$	46,369	$	44,269	$	82,539	$	88,372
Broadcast rights payable						116,540		120,165
Network affiliation fees		19,977		21,916		144,753		62,901
Interest payable						45,289		88,600
Capital expenditures		21,657		18,273		27,819		25,410
Other		52,990		59,392		116,865		156,355
	$	140,993	$	143,850	$	533,805	$	541,803

~~The Company~~On January 17, 2017, Nexstar assumed Media General’s pension and postretirement plan obligations upon consummation of the merger of the entities. As a result, Nexstar has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees. Additionally, there are non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. All of these retirement plans are frozen. ~~The Company~~Nexstar also has a retiree medical savings account plan which reimburses eligible retired employees for certain medical expenses and an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992.

On September 19, 2019, Nexstar ~~recognizes~~assumed Tribune’s pension and postretirement obligations upon consummation of the ~~underfunded status~~merger of ~~these~~the entities. As a result, Nexstar has a qualified and non-contributory defined benefit retirement plan ~~liabilities on its Condensed Consolidated Balance Sheets. The funded status~~which covers certain of aTribune’s employees and former employees. This retirement plan ~~represents~~is frozen in terms of pay and service. Nexstar also assumed 3 defined benefit pension plans (2 of which are frozen with the ~~difference between~~third representing 2% of the ~~fair value of plan assets and the~~total Tribune related ~~plan~~ projected benefit ~~obligation. Changes~~obligation) for Tribune’s other employees and former employees. These three plans are not material individually or in ~~the funded status are recognized through comprehensive income in the year in which the changes occur.~~aggregate. Nexstar also provides postretirement health care and life insurance benefits to eligible employees (who retired prior to January 1, 2016) under a variety of plans.

The following table provides the components of net periodic benefit cost (credit) for the Company’s pension and other postretirement benefit plans (“OPEB”) (in thousands):

	Three Months Ended					Six Months Ended					Media General											Tribune
	June 30, 2019					June 30, 2019					Pension Benefits						OPEB					Pension Benefits			OPEB
	Pension Benefits			OPEB		Pension Benefits			OPEB		Three Months Ended March 31,						Three Months Ended March 31,					Three Months Ended March 31,
											2020			2019			2020			2019		2020
Service cost											$	-		$	-		$	5		$	-	$	248		$	-
Interest cost	$	3,875		$	200	$	7,750		$	400		2,925			3,875			138			200		13,374			33
Expected return on plan assets		(5,475	)		-		(10,950	)		-		(4,925	)		(5,475	)		-			-		(22,341	)		-
Net periodic benefit (income) cost	$	(1,600	)	$	200	$	(3,200	)	$	400
Amortization of net loss												-			-			(13	)		-		-			-
Settlement gain recognized												-			-			43			-		-			-
Net periodic benefit cost (credit)											$	(2,000	)	$	(1,600	)	$	173		$	200	$	(8,719	)	$	33

For 2020, the Company expects to contribute $55.3 million to its qualified pension plans and $3.0 million to its other postretirement plans. During the three months ended March 31, 2020 and 2019, the Company contributed $5.7 million and $0 million, respectively, to its qualified pension plans.

The primary investment objective of the pension benefit plans is to build and ensure an adequate pool of assets to support the benefit obligations to participants, retirees and beneficiaries. To meet this objective, the pension benefit plans seek to earn a rate of return on assets greater than the liability discount rate, with a prudent level of risk and diversification. The current investment policy includes a strategy intended to maintain an adequate level of diversification, subject to normal portfolio risks. As a result of the general market downturn in the first quarter of 2020 resulting from the COVID-19 pandemic, as of March 31, 2020, the fair value of the pension plans’ assets has declined. While the Company ~~has no required~~continues to monitor the performance of the pension plans’ assets, the declines as of March 31, 2020 have not materially impacted the Company’s financial position or liquidity. To the extent that there is further material deterioration in plan assets, the Company’s pension benefit plans may require additional contributions ~~to its qualified retirement plan in 2019. Payments to fund~~and/or may negatively impact future pension credit or expense of the ~~obligations under the remaining plans are considered contributions and are expected to be less than $6.0 million in 2019.~~Company.

During the three months ended March 31, 2020, Nexstar prepaid a total of ~~$100.0 million and $180.0~~$230.0 million in principal balance under ~~certain of~~ its term loans, ~~during the three and six months ended June 30, 2019, respectively,~~ funded by cash on hand. ~~This~~On March 9, 2020, Nexstar also made an additional principal prepayment of $200.0 million on its term loans pursuant to the mandatory prepayment requirement of the amended credit agreement of Nexstar Broadcasting, Inc. The mandatory prepayment resulted from the disposition of certain television station assets in the Seattle, WA and Milwaukee, WI markets to Fox (see Note 3, Acquisitions and Dispositions). The total prepayments of term loans resulted in a loss on ~~extinguishments~~extinguishment of debt of ~~$2.0~~$7.5 million, ~~and $3.7 million for the three and six months ended June 30, 2019, respectively,~~ representing write-offs of unamortized debt financing costs and discounts.

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company also repaid scheduled maturities of ~~$23.6~~$27.3 million of its term ~~loans.~~loans, funded by cash on hand.

The Company had ~~$166.4~~$139.7 million of total unused revolving loan commitments under ~~its~~the respective Nexstar and Mission senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of ~~June 30, 2019.~~March 31, 2020. 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 ~~June 30, 2019,~~March 31, 2020, the Company was in compliance with its financial covenants.

~~On November 30, 2018, Nexstar received committed financing up to a maximum of $6.4~~ billion from a group of commercial banks to provide the debt financing to consummate its proposed merger with Tribune and the refinancing of certain of the existing indebtedness of Tribune and related transactions. The merger has been approved by the boards of directors of both companies and is projected to close in the third quarter of 2019, subject to FCC approval, other regulatory approvals and satisfaction of other customary closing conditions.

On July 3, 2019, Nexstar Escrow completed the sale and issuance of $1.120 billion 5.625% Notes due 2027 at par. The gross proceeds of the 5.625% Notes due 2027 were deposited in a segregated escrow account and cannot be utilized until certain conditions are satisfied, including the completion of Nexstar’s merger with Tribune. ~~See Note 16 for additional information.~~

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission ~~Marshall~~ and Shield senior secured credit facilities in the event of their default. Mission ~~a consolidated VIE,~~ and Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, are both guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of ~~the 6.125% senior secured notes due 2022 (the “6.125% Notes”) and the~~Nexstar’s 5.625% ~~senior unsecured notes~~Notes due 2024 ~~(the “5.625%~~and Nexstar’s 5.625% Notes due ~~2024”) but does not guarantee Nexstar’s 5.875% Senior Notes due 2022 (the “5.875% Notes”).~~2027. Nexstar Digital does not guarantee any of the notes. ~~Marshall and~~ Shield ~~are~~is not ~~guarantors~~a guarantor of any debt within the group.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2021 and 2028) are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

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. The Mission ~~Marshall~~ and Shield amended credit agreements do not contain financial covenant ratio requirements but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of ~~June 30, 2019,~~March 31, 2020, the Company was in compliance with its financial covenants.

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

The Company has operating and finance leases for office space, vehicles, tower facilities, antenna sites, studio and other real estate properties and equipment. The Company’s leases have remaining lease terms of one ~~year~~month to 9594 years, some of which may include options to extend the leases from two to 99 years, and some of which may include options to terminate the leases within ~~two years.~~one year. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as of ~~June 30, 2019~~March 31, 2020 were not material and are excluded.

(In thousands)	Balance Sheet Classification	June 30, 2019		Balance Sheet Classification	March 31, 2020
Operating leases
Operating lease right-of-use assets, net	Other noncurrent assets, net	$	104,729	Other noncurrent assets, net	$	230,386
Current lease liabilities	Other current liabilities	$	16,691	Other current liabilities	$	34,119
Noncurrent lease liabilities	Other noncurrent liabilities	$	73,634	Other noncurrent liabilities	$	181,954

Finance leases
Finance lease right-of-use assets, net of accumulated depreciation of $4,332	Property, plant and equipment, net	$	8,733
Finance lease right-of-use assets, net of accumulated depreciation of $2,802				Property, plant and equipment, net	$	8,188
Current lease liabilities	Other current liabilities	$	852	Other current liabilities	$	935
Noncurrent lease liabilities	Other noncurrent liabilities	$	15,647	Other noncurrent liabilities	$	14,926

Operating lease ~~expenses~~expense for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~were $5.3~~was $12.2 million and ~~$10.8~~$5.5 million, respectively, inclusive of immaterial short-term and variable lease costs. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~$3.1~~$6.2 million and ~~$6.2~~$3.1 million, respectively, of operating lease ~~costs~~cost are included in ~~direct~~Direct operating expenses, excluding depreciation and amortization. ~~$2.3~~During the three months ended March 31, 2020 and 2019, $6.0 million and ~~$4.7~~$2.4 million, respectively, of operating lease ~~costs~~cost are included in Selling, general and administrative expenses, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. The depreciation expense and interest expense associated with finance leases during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 were not material.

Other information related to leases as of ~~June 30, 2019~~March 31, 2020 was as follows (in thousands, except lease term and discount rate):

Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,232		$	12,244
Operating cash flows from finance leases		478			228
Financing cash flows from finance leases		404			215
Weighted Average Remaining Lease Term
Operating leases	7.1 years			7.2 years
Finance leases	12.0 years			11.4 years
Weighted Average Discount Rate
Operating leases		5.2	%		5.2	%
Finance leases		5.7	%		5.7	%

Future minimum lease payments under non-cancellable leases as of ~~June 30, 2019~~March 31, 2020 were as follows (in ~~thousands)~~millions):

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Remainder of 2019	$	10,771		$	884
2020		19,657			1,795
Remainder of 2020							$	33,408		$	1,351
2021		16,682			1,843			40,967			1,843
2022		13,759			1,803			38,145			1,803
2023		11,203			1,818			34,874			1,818
2024								32,141			1,833
Thereafter		37,677			15,202			83,000			13,365
Total future minimum lease payments		109,749			23,345			262,535			22,013
Less imputed interest		(19,422	)		(6,846	)
Less: imputed interest								(46,462	)		(6,152	)
Total	$	90,327		$	16,499		$	216,073		$	15,861

The Company has various arrangements ~~under~~for which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As part of the adoption, the Company elected the practical expedient to combine lease and non-lease components in its lessor arrangements.

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:

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, and accrued expenses approximate fair value due to their short term to maturity. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands):

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

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

During the three months ended March 31, 2020, 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. See Notes 4 and 6 for additional information.

On April 26, 2018, Nexstar’s Board of Directors approved a $200 million ~~increase~~ in Nexstar’s share repurchase authorization to repurchase its Class A common stock. During the quarter ended March 31, 2020, Nexstar repurchased a total of 950,000 shares of Class A common stock for $72.6 million, funded by cash on hand. As of ~~June 30, 2019,~~March 31, 2020, the remaining available amount under the share repurchase authorization was ~~$201.9~~$84.2 million, ~~inclusive~~net of repurchases made since the ~~2018~~ authorization ~~and~~was approved by Nexstar’s Board of Directors, including the ~~remaining balance from prior authorization. There were no share~~ repurchases in the first quarter of ~~Nexstar’s Class A common stock during the three and six months ended June 30, 2019.~~2020.

Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.

During the six months ended June 30, 2019, Nexstar granted 340,500 time-based restricted stock units and 113,334 performance-based restricted stock units to employees and non-employee directors with an estimated fair value of $33.0 million and $9.6 million, respectively. The time-based restricted stock units vest over a range of three to four years from the date of the award. The performance-based restricted stock units vest over a range of three to four years from the date of the award, subject to the achievement of pre-established Company performance metrics. ~~There were no additional stock-based compensation awards granted during the three months ended June 30, 2019.~~

During the three months ended June 30, 2018, Nexstar granted 224,000 restricted stock units to employees with an estimated fair value of $13.6 million. During the six months ended June 30, 2018, Nexstar granted 651,500 restricted stock units to employees and non-employee directors with an estimated fair value of $42.2 million. The restricted stock units vest over a range of three to four years from the date of the award.

On June 5, 2019, a majority of Nexstar’s stockholders approved the 2019 Long-Term Equity Incentive Plan. A maximum of 3,100,000 shares of Nexstar’s Class A common stock may be issued under this plan, of which no stock-based awards were granted as of June 30, 2019.

Income tax expense was ~~$26.6~~$64.3 million for the three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~$33.3~~$16.4 million for the same period in ~~2018.~~2019. The effective tax rates were ~~consistent at 27.4%~~29.0% and ~~27.8% for each of the respective periods.~~

~~Income tax expense was $43.1 million for the six months ended June 30, 2019, compared to $50.8 million for the same period in 2018. The effective tax rates were 25.2% and 27.5%~~22.4% for each of the respective periods. The ~~decrease~~increase in the effective tax rate between the two periods was primarily due to nondeductible goodwill written off as a ~~$4.5~~result of divestitures and a decrease in the deduction for excess tax benefits. The Company recognized an income tax expense of $8.1 million attributable to nondeductible goodwill written off as a result of divestitures, or a 3.7% increase to the effective tax rate. Additionally, the Company recognized an income tax expense of $1.4 million resulting from a decrease in the deduction for excess tax benefits related to stock-based compensation, ~~resulting in~~or a ~~decrease in~~4.4% increase to the effective tax ~~rate of 2.7%.~~rate.

~~12.~~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, including changes due to the impact of the COVID-19 pandemic, could result in significant adjustments to quarterly income tax expense in future periods.

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

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

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

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

The 2016 Ownership Order reinstated a previously adopted rule that attributed another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a JSA. Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under those JSAs until September 30, 2025.

Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November 16, 2017, the FCC adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible (the “eight voices test”), (3) retained the general prohibition on common ownership of two “top four” stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) denied a mandamus petition which had sought to stay their effectiveness. ~~The~~On September 23, 2019, however, the Third Circuit issued an opinion vacating the Reconsideration Order ~~remains subject~~on the ground that the FCC had failed to ~~appeals before~~adequately analyze the effect of the Reconsideration Order’s deregulatory rule changes on minority and woman ownership of broadcast stations. The Third Circuit later denied petitions for en banc rehearing and its decision took effect on November 29, 2019. On December 20, 2019, the FCC issued an order reinstating the local television ownership rule, the radio/television cross-ownership rule, the newspaper/broadcast cross-ownership rule and the television JSA attribution rule as they existed prior to the Reconsideration Order (including the 8 voices test with respect to local television ownership). On April 17, 2020, the FCC and a group of media industry stakeholders (including Nexstar) filed separate petitions for certiorari requesting that ~~court.~~the U.S. Supreme Court review the Third Circuit’s decision.

In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking. Among other things, the FCC seeks comment on all aspects of the local television ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest. Comments and reply comments in the 2018 quadrennial review were filed in the second quarter of 2019.

The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39% on a nationwide basis. Historically, the FCC has counted the ownership of ~~an ultra-high frequency (“UHF”)~~a UHF station as reaching only 50% of a market’s percentage of total national audience. On August 24, 2016, the FCC adopted a Report and Order abolishing this “UHF discount,” and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount, which became effective again on June 15, 2017. A federal court of appeals dismissed a petition for review of the discount’s reinstatement in July 2018. In December 2017, the FCC initiated a comprehensive rulemaking to evaluate the UHF discount together with the national ownership limit. Comments and reply comments were filed in 2018, and the proceeding remains open. Nexstar is in compliance with the 39% national cap ~~limitation.~~limitation as calculated employing the UHF discount.

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal legislation enacted in 2012, the FCC conducted an incentive auction for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. ~~Over the next several years, television~~Television stations that are not relinquishing their spectrum are being “repacked” into the frequency band still remaining for television broadcast use. The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017. ~~Ten~~NaN of Nexstar’s stations and ~~one~~1 station owned by Vaughan, a consolidated VIE, accepted bids to relinquish their spectrum. On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC related to the incentive auction. These were recorded as liability to surrender spectrum asset pending the relinquishment of spectrum assets or conversion from UHF to VHF. Of the 11 total stations that accepted bids, ~~one~~1 station went off the air in November 2017. The associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017. The station that went off the air did not have a significant impact on the Company’s financial results because it was located in a remote rural area of the country and the Company has other stations which serve the same area. Of the remaining ~~ten~~10 stations, ~~eight~~8 have ceased broadcasting on their previous channels and implemented channel sharing agreements. As a result, the associated spectrum asset and liability to surrender spectrum, both amounting to $314.1 million, were derecognized in the second quarter of 2018. Of the two remaining stations, 1 moved to a VHF channel in 2019 and vacated its former channel. As such, the associated spectrum asset and liability to surrender spectrum, both amounting to $52.0 million, were derecognized in 2019. The remaining ~~two stations~~station will move to a VHF ~~channels~~channel and must vacate ~~their~~its current ~~channels~~channel by ~~September 2019 and May 2020, respectively.~~a date to be reset by the FCC as a result of the COVID-19 pandemic.

The majority of the Company’s television stations did not accept bids to relinquish their television channels. Of those stations, 61 full power stations owned by Nexstar and 17 full power stations owned by VIEs ~~have been~~were assigned to new channels in the reduced post-auction television band. These “repacked” stations are required to construct and license the necessary technical modifications to operate on their ~~newly~~new assigned channels and must cease operating on their former channels on a rolling schedule ending in July 2020. This date may be extended by the FCC as a result of the COVID-19 pandemic. Congress has allocated up to an industry-wide total of $2.75 billion to reimburse television broadcasters, multichannel video programming distributors (“MVPDs”) and other parties for costs reasonably incurred due to the repack. This allocation includes $1 billion added to the TV Broadcaster Relocation Fund as part of the Consolidated Appropriations Act, 2018. This fund is not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships. Broadcasters, MVPDs and ~~MVPDs~~other parties have submitted ~~estimates~~ to the FCC estimates of their reimbursable costs, and, in many cases, subsequent requests for reimbursement of those costs. As of ~~February~~December 6, 2019, ~~these costs~~verified cost estimates were approximately ~~$1.9~~$1.95 billion, with 79 percent of the repack complete and reimbursements still to be made to certain low power television and FM radio stations affected by the ~~FCC has indicated that it expects those costs to rise.~~repack. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, the Company spent a total of ~~$22.6~~$16.9 million and $~~36.4~~$14.7 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three ~~and six~~ months ended ~~June 30, 2018, the Company spent a total of $1.5 million~~March 31, 2020 and $6.9 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2019, the Company received ~~$19.4~~$12.8 million and $33.6 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2018, the Company received $5.7 million and $7.1$14.2 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. The Company cannot determine if the FCC will be able to fully reimburse its repacking costs as this is dependent on certain factors, including the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to the Company and whether the FCC will have available funds to reimburse the Company for additional repacking costs that it previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters, MVPDs and other parties that are also seeking reimbursements.

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

On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking which among other things asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations in certain circumstances. In March 2014, the FCC adopted a further notice of proposed rulemaking which sought additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals or the impact of these proposals if they are adopted.

On December 5, 2014, federal legislation directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.” The FCC commenced this proceeding in September 2015 and comments and reply comments were submitted. In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. However, the proceeding remains open.

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

Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission ~~Marshall~~ and Shield senior secured credit facilities. In the event that Mission ~~Marshall~~ or Shield 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 these guarantees would be generally limited to the borrowings outstanding. As of ~~June 30, 2019,~~March 31, 2020, Mission had a maximum commitment of ~~$226.9~~$228.7 million under its senior secured credit facility, of which ~~$223.9~~$225.7 million principal balance of debt was ~~outstanding, Marshall had used all~~outstanding. As of ~~its commitment and had outstanding debt obligations of $50.0 million and~~the same date, Shield had also used all of its commitment and had outstanding principal debt obligations of ~~$22.1~~$21.5 million. Based on the terms of the credit agreements, Mission’s outstanding debt is due January 2024, ~~Marshall’s outstanding debt is due December 2019~~ and Shield’s outstanding debt is due October 2023. Marshall’s debt is included in the current liabilities in the accompanying Condensed Consolidated Balance Sheets. The other debts guaranteed by Nexstar are long-term debt obligations of Mission and Shield.

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.

From time to time, the Company is involved ~~with claims~~in litigation that ~~arise out~~arises from the ordinary operations of ~~the normal course of its business.~~business, such as contractual or employment disputes or other general actions. In the ~~opinion~~event of ~~management, any~~an adverse outcome of these proceedings, the Company believes the resulting ~~liability with respect to these claims~~liabilities would not have a material adverse effect on ~~the Company’s~~its financial ~~position~~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 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. ~~Other~~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 ~~DOJ filed an amended complaint adding Nexstar to the consent decree on December 13, 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 ~~any~~ 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 ~~has~~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 to monitor and report on compliance with the consent decree.

OnStarting in July ~~30,~~ 2018, ~~Clay, Massey & Associates, PC~~a series of plaintiffs filed ~~an antitrust~~putative class action ~~complaint in~~lawsuits against the ~~U.S. District Court for the Northern District of Illinois on behalf of itself~~Defendants and ~~all~~ others similarly situated against Gray Television, Inc., Hearst Communications, Nexstar Media Group, Inc., Tegna Inc., Tribune Media Company and Sinclair Broadcast Group, Inc. The lawsuit alleges unlawful coordination between broadcast television station owners to artificially increase pricesalleging that they coordinated their pricing of television ~~spot advertisements in violation~~advertising, thereby harming a proposed class of ~~Section 1~~all buyers of television advertising time from one or more of the ~~Sherman Act (15 U.S.C. §1). Nexstar has~~Defendants since ~~been named~~at least January 1, 2014. The plaintiff in ~~15 similar complaints.~~

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’~~Defendants filed a Motion to Dismiss on ~~June~~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. That motion is currently pending. Nexstar ~~denies~~and Tribune deny the allegations against itthem and will defend ~~its~~their advertising ~~practices as necessary.~~practices.

In connection with the Tribune Merger on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

~~14.~~Tribune Chapter 11 Reorganization and Confirmation Order Appeals—On December 8, 2008 (the “Petition Date”), 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 (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”).

On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). The Bankruptcy Court has entered final decrees that have collectively closed 108 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.

Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management, LP, on behalf of its managed entities that were holders of the Predecessor’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”); (ii) Law Debenture Trust Company of New York (n/k/a Delaware Trust Company) (“Delaware Trust Company”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for the Predecessor’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES; and (iv) EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”). The appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions (as defined below) consummated by the Debtors, the Tribune employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. Each of the Confirmation Order appeals has been dismissed or otherwise resolved by a final order, with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the Plan. Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the Third Circuit (the “Third Circuit”) on August 27, 2018. That appeal remains pending before the Third Circuit. If the remaining appellants succeed on their appeals, Tribune’s financial condition may be adversely affected.

As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Amounts and payment terms for these claims, if applicable, were established in the Plan. The Plan requires Tribune to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of March 31, 2020, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $16.6 million and are estimated to be sufficient to satisfy such obligations.

As of March 31, 2020, all but 347 proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise satisfied. The majority of the remaining proofs of claim were filed by certain of Tribune’s former directors and officers, asserting indemnity and other related claims against Tribune for claims brought against them in lawsuits arising from the cancellation of all issued and outstanding shares of Tribune common stock as of December 20, 2007 and with Tribune becoming wholly-owned by the Tribune Company employee stock ownership plan (the “Leveraged ESOP Transactions”). Those lawsuits are pending in multidistrict litigation (“MDL”) before the U.S. District Court for the Southern District of New York in proceedings captioned In re Tribune Co. Fraudulent Conveyance Litigation. Under the Plan, the indemnity claims of Tribune’s former directors and officers must be set off against any recovery by the litigation trust formed pursuant to the Plan (the “Litigation Trust”) against any of those directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims.

The Debtors are continuing to evaluate the remaining proofs of claim. The ultimate amounts to be paid in resolutions of the remaining proofs of claim, including indemnity claims, continue to be subject to uncertainty. If the aggregate allowed amount of the remaining claims exceeds the restricted cash and cash equivalents held for satisfying such claims, Tribune would be required to satisfy the allowed claims from its cash on hand from operations.

Reorganization Items, Net—Reorganization items, net are included in the “Other expenses, net” in the Company’s unaudited Condensed Consolidated Statements of Operations and primarily include professional advisory fees and other costs related to the resolution of unresolved claims. Such amounts were not significant during the quarter ended March 31, 2020. The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2020 and potentially in future periods.

Termination of Tribune and Sinclair Merger Agreement—On August 9, 2018, Tribune provided notification to Sinclair Broadcast Group, Inc. (“Sinclair”) that it terminated, effective immediately, the Agreement and Plan of Merger, dated May 8, 2017, with Sinclair, which provided for the acquisition by Sinclair of all of the outstanding shares of Tribune’s common stock. Additionally, on August 9, 2018, Tribune filed a complaint in the Delaware Court of Chancery against Sinclair, alleging that Sinclair willfully and materially breached its obligations under the merger agreement. The lawsuit sought damages for all losses incurred as a result of Sinclair’s breach of contract under the merger agreement.

On January 27, 2020, Nexstar and Sinclair agreed to settle the outstanding lawsuit between Tribune and Sinclair in connection with their terminated merger agreement. Tribune was acquired by Nexstar in September 2019. The companies will dismiss with prejudice the lawsuit pending in the Delaware Court of Chancery between Tribune and Sinclair concerning the terminated Tribune/Sinclair merger, and will release each other from any current and future claims relating to the terminated merger. Neither party has admitted any liability or wrongdoing in connection with the terminated merger. As such, both parties have settled the lawsuit to avoid the costs, distraction, and uncertainties of continued litigation. As part of the resolution, Sinclair has agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary conditions. Sinclair has also sold to Nexstar certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $18.0 million in cash. Nexstar and Sinclair have also modified an existing agreement regarding carriage of certain of Sinclair’s digital networks by stations acquired by Nexstar in connection with the Tribune acquisition. Finally, on January 28, 2020, Sinclair made a $98.0 million cash payment to Nexstar.

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 IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS has proposed a $182.0 million tax and a $73.0 million gross valuation misstatement penalty. In addition, after-tax interest on the aforementioned proposed tax and penalty through March 31, 2020 would be approximately $107.0 million. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. 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. Briefing is ongoing, and an opinion on the merits is expected after briefing is complete. The U.S. Tax Court issued an opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. Other aspects of this litigation remain in process.

On January 22, 2019, Tribune sold its 5% membership interest in CEV LLC and paid the federal and state taxes due on the deferred gain and the gain on sale of its ownership of CEV LLC through its regular tax reporting process. The sale of Tribune’s ownership interest in CEV LLC has no impact on Tribune’s ongoing dispute with the IRS. On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar pursuant to the Merger Agreement. Nexstar continues to disagree with the IRS’s position that the Chicago Cubs Transactions generated a 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 $225.0 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 $147.0 million of tax payments prior to its merger with Nexstar. In addition, if the IRS prevails with 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. Tribune no longer owns any portion of CEV LLC. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions.

Marshall Litigation—On April 3, 2019, Marshall filed a lawsuit against Nexstar in the Supreme Court of the State of New York (the “New York litigation”). The lawsuit initially asserted nine causes of action, five of which were subsequently dismissed by the Supreme Court (the Court’s order dismissing those five claims is currently on appeal), and one of which was withdrawn by Marshall. The remaining causes of action allege: (i) breach of the SSAs between Nexstar and Marshall; (ii) breach of the guaranty agreement between Nexstar and Marshall’s lenders; and (iii) conversion of certain retransmission fees collected by Nexstar on Marshall’s behalf. Marshall is seeking monetary and punitive damages, in addition to attorneys’ fees. Nexstar denies these allegations and intends to defend itself vigorously. On November 20, 2019, Nexstar filed counterclaims against Marshall and Pluria Marshall, in his individual capacity, alleging breach of the SSAs, unjust enrichment, and fraudulent conveyance. Nexstar seeks payment of the outstanding amount due under the SSAs as compensatory damages, punitive damages for the alleged fraudulent conveyances, and attorneys’ fees and costs. The parties have agreed to stay the New York litigation until June 15, 2020 and have agreed to stay the related appeal until July 24, 2020.

On March 31, 2020, Marshall filed a bankruptcy adversary proceeding against Nexstar in the Southern District of Texas. This lawsuit arises in the context of the MBG chapter 11 case and asserts many of the same causes of action that Marshall brought in the New York litigation, as well as turnover and fraudulent transfer claims. Marshall seeks monetary damages, punitive damages, and equitable relief, in addition to attorneys’ fees. Nexstar denies these allegations and intends to defend itself vigorously. Nexstar’s answer or motion to dismiss the adversary proceeding was filed on May 7, 2020.

The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes (i) television stations and related ~~community-focused~~community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United ~~States.~~States, (ii) digital multicast network services, (iii) WGN America, a national general entertainment cable network, and (iv) WGN-AM, a Chicago radio station. The other activities of the Company include (i) corporate functions, (ii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iii) digital businesses and (iv) eliminations.

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

Three Months Ended June 30, 2019	Broadcast		Other			Consolidated
Three Months Ended March 31, 2020								Broadcast		Other			Consolidated
Net revenue	$	621,895	$	27,117		$	649,012	$	1,074,016	$	17,806		$	1,091,822
Depreciation		25,422		2,668			28,090		29,775		5,631			35,406
Amortization of intangible assets		30,770		5,587			36,357		69,421		1,162			70,583
Income (loss) from operations		192,093		(42,149	)		149,944		363,027		(58,012	)		305,015

Three Months Ended June 30, 2018	Broadcast		Other			Consolidated
Three Months Ended March 31, 2019								Broadcast		Other			Consolidated
Net revenue	$	622,888	$	37,435		$	660,323	$	599,183	$	27,464		$	626,647
Depreciation		20,961		4,129			25,090		23,627		3,810			27,437
Amortization of intangible assets		31,876		5,305			37,181		30,845		5,893			36,738
Income (loss) from operations		207,543		(33,049	)		174,494		168,500		(41,426	)		127,074

As of December 31, 2018	Broadcast		Other		Consolidated
As of December 31, 2019							Broadcast		Other		Consolidated
Goodwill	$	2,125,479	$	42,475	$	2,167,954	$	2,996,875	$	-	$	2,996,875
Assets		6,622,604		439,426		7,062,030		12,918,966		1,070,771		13,989,737

The following tables present the disaggregation of the Company’s revenue for the periods presented (in thousands):

The Company is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations and interactive community websites and digital media services in medium-sized markets in the United States.

Advertising revenue ~~(local, national,~~(core, political and digital) is positively affected by national and regional 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 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. Retransmission compensation is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber.

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

The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes due 2024 ~~the 6.125% Notes~~ and the ~~5.875% Notes.~~5.625% Notes due 2027. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (See Note 2). The Non-Guarantors column presents the combined financial information of Nexstar Digital, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2).

~~The~~Nexstar Broadcasting’s outstanding 5.625% Notes due 2024 and ~~the 6.125%~~5.625% Notes due 2027 are fully and unconditionally guaranteed, jointly and severally, by Nexstar, Mission and ~~Mission,~~certain of Nexstar Broadcasting’s restricted subsidiaries, subject to certain customary release provisions. These notes are not guaranteed by any other entities.

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

~~The indentures governing the 5.625% Notes due 2024 and the 6.125% Notes are not registered but require consolidating information that presents the guarantor information.~~

As discussed in Note 2, the Company adopted ASU No. 2016-02 Leases (Topic 842) and all related amendments using the optional transition method. As a result, financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for lease contracts prior to the adoption of ASC 842. The standard had a material impact on the Company’s current year Condensed Consolidated Balance Sheets but did not have an impact on its Condensed Consolidated Statement of Operations. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged.

			Nexstar					Non-						Consolidated				Nexstar					Non-						Consolidated
	Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company		Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	51,415	$	8,970		$	19,539		$	-		$	79,924	$	-	$	417,914	$	4,926		$	11,227		$	-		$	434,067
Restricted cash and cash equivalents																	-		16,608		-			-			-			16,608
Accounts receivable		-		477,869		14,236			50,505			-			542,610		1,001		831,807		14,023			41,907			-			888,738
Amounts due from consolidated entities		-		85,500		69,274			-			(154,774	)		-		-		158,181		13,774			-			(171,955	)		-
Spectrum asset		-		118,969		-			-			-			118,969		-		67,171		-			-			-			67,171
Other current assets		-		30,961		621			2,863			-			34,445		-		105,163		533			2,010			-			107,706
Total current assets		-		764,714		93,101			72,907			(154,774	)		775,948		1,001		1,596,844		33,256			55,144			(171,955	)		1,514,290
Investments in subsidiaries		1,254,638		108,884		-			-			(1,363,522	)		-		1,553,103		91,944		-			-			(1,645,047	)		-
Amounts due from consolidated entities		747,610		-		-			-			(747,610	)		-		584,175		-		-			-			(584,175	)		-
Property and equipment, net		-		707,551		22,167			19,004			(75	)		748,647		-		1,503,788		22,608			20,552			(75	)		1,546,873
Goodwill		-		1,969,148		33,187			164,075			-			2,166,410		-		2,744,114		33,187			102,447			-			2,879,748
FCC licenses		-		1,626,460		43,102			108,706			-			1,778,268		-		2,693,975		43,102			95,380			-			2,832,457
Network affiliation agreements, net																	-		2,265,310		10,952			54,174			-			2,330,436
Other intangible assets, net		-		1,283,949		12,701			100,208			-			1,396,858		-		703,560		460			1,737			-			705,757
Investments																	-		1,322,195		-			-			-			1,322,195
Assets held for sale																	-		4,524		-			-			-			4,524
Other noncurrent assets		725		136,108		11,996			16,575			-			165,404		1,687		374,009		54,752			19,601			(10,892	)		439,157
Total assets	$	2,002,973	$	6,596,814	$	216,254		$	481,475		$	(2,265,981	)	$	7,031,535	$	2,139,966	$	13,300,263	$	198,317		$	349,035		$	(2,412,144	)	$	13,575,437
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	41,477	$	2,285		$	51,178		$	-		$	94,940	$	-	$	52,680	$	2,285		$	1,263		$	-		$	56,228
Accounts payable		-		55,764		1,386			13,242			-			70,392		-		135,597		1,743			1,612			-			138,952
Amounts due to consolidated entities		-		-		-			154,774			(154,774	)		-		-		-		-			171,955			(171,955	)		-
Liability to surrender spectrum asset		-		129,964		-			-			-			129,964		-		77,962		-			-			-			77,962
Other current liabilities		258		163,542		6,766			28,185			-			198,751		1,001		607,933		7,103			26,819			-			642,856
Total current liabilities		258		390,747		10,437			247,379			(154,774	)		494,047		1,001		874,172		11,131			201,649			(171,955	)		915,998
Debt		-		3,447,326		221,560			20,892			-			3,689,778		-		7,750,219		220,389			20,027			-			7,990,635
Amounts due to consolidated entities		-		522,075		-			225,745			(747,820	)		-		-		376,384		-			208,001			(584,385	)		-
Deferred tax liabilities		-		634,624		-			7,901			-			642,525		-		1,684,955		11,787			10,761			(10,892	)		1,696,611
Other noncurrent liabilities		-		217,855		10,842			18,271			-			246,968		-		834,084		9,259			12,791			-			856,134
Total liabilities		258		5,212,627		242,839			520,188			(902,594	)		5,073,318		1,001		11,519,814		252,566			453,229			(767,232	)		11,459,378
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		2,002,715		1,384,187		(26,585	)		(53,151	)		(1,363,387	)		1,943,779
Total Nexstar Media Group, Inc. stockholders’ equity (deficit)																	2,138,965		1,774,058		(54,249	)		(120,716	)		(1,644,912	)		2,093,146
Noncontrolling interests in consolidated variable interest entities		-		-		-			14,438			-			14,438		-		6,391		-			16,522			-			22,913
Total liabilities and stockholders' equity (deficit)	$	2,002,973	$	6,596,814	$	216,254		$	481,475		$	(2,265,981	)	$	7,031,535
Total liabilities and stockholders’ equity (deficit)																$	2,139,966	$	13,300,263	$	198,317		$	349,035		$	(2,412,144	)	$	13,575,437

			Nexstar					Non-						Consolidated				Nexstar					Non-						Consolidated
	Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company		Nexstar		Broadcasting		Mission			Guarantors			Eliminations			Company
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	105,665	$	10,798		$	28,652		$	-		$	145,115	$	-	$	208,223	$	8,686		$	15,161		$	-		$	232,070
Restricted cash and cash equivalents																	-	$	16,608	$	-		$	-		$	-			16,608
Accounts receivable		-		466,270		12,857			68,158			-			547,285		997		826,868		13,705			42,351			-			883,921
Amounts due from consolidated entities		-		88,987		77,521			-			(166,508	)		-		-		156,112		15,232			-			(171,344	)		-
Spectrum asset		-		52,002		-			-			-			52,002		-		67,171		-			-			-			67,171
Other current assets		-		17,420		1,655			3,598			-			22,673		-		148,840		632			2,525			-			151,997
Total current assets		-		730,344		102,831			100,408			(166,508	)		767,075		997		1,423,822		38,255			60,037			(171,344	)		1,351,767
Investments in subsidiaries		1,119,605		108,884		-			-			(1,228,489	)		-		1,391,014		108,884		-			-			(1,499,898	)		-
Amounts due from consolidated entities		782,365		-		-			-			(782,365	)		-		679,817		-		-			-			(679,817	)		-
Property and equipment, net		-		696,910		19,867			14,833			(72	)		731,538		-		1,246,263		22,722			21,518			(75	)		1,290,428
Goodwill		-		1,970,692		33,187			164,075			-			2,167,954		-		2,861,241		33,187			102,447			-			2,996,875
FCC licenses		-		1,620,610		43,102			114,556			-			1,778,268		-		2,782,983		43,102			95,380			-			2,921,465
Network affiliation agreements, net																	-		2,465,587		11,301			55,378			-			2,532,266
Other intangible assets, net		-		1,365,159		13,712			113,052			-			1,491,923		-		724,247		491			2,616			-			727,354
Investments																	-		1,477,353		-			-			-			1,477,353
Assets held for sale																	-		240,524		-			-			-			240,524
Other noncurrent assets		-		116,660		4,421			4,191			-			125,272		55		382,785		55,257			25,347			(11,739	)		451,705
Total assets	$	1,901,970	$	6,609,259	$	217,120		$	511,115		$	(2,177,434	)	$	7,062,030	$	2,071,883	$	13,713,689	$	204,315		$	362,723		$	(2,362,873	)	$	13,989,737
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of debt	$	-	$	41,477	$	2,285		$	52,331		$	-		$	96,093	$	-	$	105,877	$	2,285		$	1,148		$	-		$	109,310
Accounts payable		-		47,574		2,357			17,897			-			67,828		-		142,377		3,074			11,915			-			157,366
Amounts due to consolidated entities																	-		-		-			171,344			(171,344	)		-
Liability to surrender spectrum asset		-		52,002		-			-			-			52,002		-		77,962		-			-			-			77,962
Amounts due to consolidated entities		-		-		-			166,508			(166,508	)		-
Other current liabilities		299		155,023		4,441			28,486			-			188,249		392		565,943		6,901			29,683			-			602,919
Total current liabilities		299		296,076		9,083			265,222			(166,508	)		404,172		392		892,159		12,260			214,090			(171,344	)		947,557
Debt		-		3,641,193		222,354			21,363			-			3,884,910		-		8,142,088		220,780			20,410			-			8,383,278
Amounts due to consolidated entities				559,057		-			223,519			(782,576	)		-		-		476,414		-			203,613			(680,027	)		-
Deferred tax liabilities		62		624,869		-			8,949			-			633,880		-		1,699,774		11,753			10,876			(11,739	)		1,710,664
Other noncurrent liabilities		-		255,228		6,820			8,036			-			270,084		-		869,292		9,804			15,649			-			894,745
Total liabilities		361		5,376,423		238,257			527,089			(949,084	)		5,193,046		392		12,079,727		254,597			464,638			(863,110	)		11,936,244
Total Nexstar Media Group, Inc. stockholders' equity (deficit)		1,901,609		1,232,836		(21,137	)		(32,184	)		(1,228,350	)		1,852,774
Total Nexstar Media Group, Inc. stockholders’ equity (deficit)																	2,071,491		1,627,712		(50,282	)		(117,661	)		(1,499,763	)		2,031,497
Noncontrolling interests in consolidated variable interest entities		-		-		-			16,210			-			16,210		-		6,250		-			15,746			-			21,996
Total liabilities and stockholders' equity (deficit)	$	1,901,970	$	6,609,259	$	217,120		$	511,115		$	(2,177,434	)	$	7,062,030
Total liabilities and stockholders’ equity (deficit)																$	2,071,883	$	13,713,689	$	204,315		$	362,723		$	(2,362,873	)	$	13,989,737

				Nexstar						Non-						Consolidated						Nexstar						Non-						Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations			Company			Nexstar			Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade)	$	-		$	590,978		$	18,910		$	39,124		$	-		$	649,012		$	-		$	1,047,815		$	20,241		$	21,949		$	1,817		$	1,091,822
Revenue between consolidated entities		8,564			22,425			8,262			19,279			(58,530	)		-			12,737			24,625			9,313			26,482			(73,157	)		-
Net revenue		8,564			613,403			27,172			58,403			(58,530	)		649,012			12,737			1,072,440			29,554			48,431			(71,340	)		1,091,822
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		-			240,974			11,995			45,042			(1,967	)		296,044			4			392,383			13,600			39,072			-			445,059
Selling, general, and administrative expenses, excluding depreciation and amortization		9,745			140,732			998			9,874			(17,291	)		144,058			12,850			229,974			1,567			3,214			(29,221	)		218,384
Local service agreement fees between consolidated entities		-			16,848			14,575			7,849			(39,272	)		-			-			19,311			16,033			6,775			(42,119	)		-
Amortization of broadcast rights		-			12,936			369			630			-			13,935			-			36,350			372			486			-			37,208
Amortization of intangible assets		-			28,615			491			7,251			-			36,357			-			67,815			381			2,387			-			70,583
Depreciation		-			26,678			620			792			-			28,090			-			33,800			636			970			-			35,406
Reimbursement from the FCC related to station repack		-			(14,546	)		(764	)		(4,106	)		-			(19,416	)		-			(10,547	)		(565	)		(1,646	)		-			(12,758	)
Gain on disposal of stations and entities, net																				-			(7,075	)		-			-			-			(7,075	)
Total operating expenses		9,745			452,237			28,284			67,332			(58,530	)		499,068			12,854			762,011			32,024			51,258			(71,340	)		786,807
(Loss) income from operations		(1,181	)		161,166			(1,112	)		(8,929	)		-			149,944			(117	)		310,429			(2,470	)		(2,827	)		-			305,015
Income (loss) from equity investment, net																				-			14,166			-			(8	)		-			14,158
Interest expense, net		-			(47,640	)		(2,898	)		(825	)		-			(51,363	)		-			(99,620	)		(1,455	)		(209	)		-			(101,284	)
Loss on extinguishment of debt		-			(2,026	)		-			-			-			(2,026	)		-			(7,477	)		-			-			-			(7,477	)
Pension and other postretirement plans credit, net		-			1,400			-			-			-			1,400			-			10,762			-			-			-			10,762
Other expenses		-			(562	)		-			(12	)		-			(574	)
Equity in income of subsidiaries		74,274			-			-			-			(74,274	)		-
Other (expenses) income																				(1,502	)		2,366			-			-			-			864
Equity in income of consolidated subsidiaries																				162,086			-			-			-			(162,086	)		-
Income (loss) before income taxes		73,093			112,338			(4,010	)		(9,766	)		(74,274	)		97,381			160,467			230,626			(3,925	)		(3,044	)		(162,086	)		222,038
Income tax benefit (expense)		161			(29,826	)		1,016			2,003			-			(26,646	)		884			(65,953	)		(39	)		764			-			(64,344	)
Net income (loss)		73,254			82,512			(2,994	)		(7,763	)		(74,274	)		70,735			161,351			164,673			(3,964	)		(2,280	)		(162,086	)		157,694
Net income attributable to noncontrolling interests		-			-			-			(2,733	)		-			(2,733	)		-			-			-			(779	)		-			(779	)
Net income (loss) attributable to Nexstar	$	73,254		$	82,512		$	(2,994	)	$	(10,496	)	$	(74,274	)	$	68,002		$	161,351		$	164,673		$	(3,964	)	$	(3,059	)	$	(162,086	)	$	156,915

				Nexstar						Non-						Consolidated						Nexstar						Non-						Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations			Company			Nexstar			Broadcasting			Mission			Guarantors			Eliminations			Company
Net broadcast revenue (including trade)	$	-		$	594,056		$	17,606		$	48,661		$	-		$	660,323		$	-		$	567,780		$	19,407		$	39,460		$	-		$	626,647
Revenue between consolidated entities		13,205			22,447			9,058			18,439			(63,149	)		-			8,418			22,233			7,762			17,717			(56,130	)		-
Net revenue		13,205			616,503			26,664			67,100			(63,149	)		660,323			8,418			590,013			27,169			57,177			(56,130	)		626,647
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		-			218,740			10,013			46,996			(1,310	)		274,439			-			240,195			12,036			42,499			(1,867	)		292,863
Selling, general, and administrative expenses, excluding depreciation and amortization		15,181			133,087			1,112			10,945			(21,422	)		138,903			9,748			137,269			991			10,027			(15,675	)		142,360
Local service agreement fees between consolidated entities		-			17,971			13,250			9,196			(40,417	)		-			-			16,354			14,575			7,659			(38,588	)		-
Amortization of broadcast rights		-			14,797			409			707			-			15,913			-			13,351			383			628			-			14,362
Amortization of intangible assets		-			29,674			540			6,967			-			37,181			-			28,663			519			7,556			-			36,738
Depreciation		-			22,885			504			1,701			-			25,090			-			25,227			608			1,602			-			27,437
Reimbursement from the FCC related to station repack		-			(5,510	)		(187	)		-			-			(5,697	)		-			(9,685	)		(1,536	)		(2,966	)		-			(14,187	)
Total operating expenses		15,181			431,644			25,641			76,512			(63,149	)		485,829			9,748			451,374			27,576			67,005			(56,130	)		499,573
(Loss) income from operations		(1,976	)		184,859			1,023			(9,412	)		-			174,494			(1,330	)		138,639			(407	)		(9,828	)		-			127,074
Loss from equity investment, net																				-			(475	)		-			(16	)		-			(491	)
Interest expense, net		-			(52,539	)		(2,739	)		(1,003	)		-			(56,281	)		-			(49,208	)		(2,886	)		(863	)		-			(52,957	)
Loss on extinguishment of debt		-			(481	)		-			-			-			(481	)		-			(1,698	)		-			-			-			(1,698	)
Pension and other postretirement plans credit, net		-			2,950			-			-			-			2,950			-			1,400			-			-			-			1,400
Other expenses		-			(812	)		-			-			-			(812	)
Equity in income of subsidiaries		94,171			-			-			-			(94,171	)		-
Equity in income of consolidated subsidiaries																				60,758			-			-			-			(60,758	)		-
Income (loss) before income taxes		92,195			133,977			(1,716	)		(10,415	)		(94,171	)		119,870			59,428			88,658			(3,293	)		(10,707	)		(60,758	)		73,328
Income tax (expense) benefit		(423	)		(34,455	)		425			1,189			-			(33,264	)		312			(19,822	)		835			2,234			-			(16,441	)
Net income (loss)		91,772			99,522			(1,291	)		(9,226	)		(94,171	)		86,606			59,740			68,836			(2,458	)		(8,473	)		(60,758	)		56,887
Net loss attributable to noncontrolling interests		-			-			-			1,126			-			1,126			-			-			-			(1,995	)		-			(1,995	)
Net income (loss) attributable to Nexstar	$	91,772		$	99,522		$	(1,291	)	$	(8,100	)	$	(94,171	)	$	87,732		$	59,740		$	68,836		$	(2,458	)	$	(10,468	)	$	(60,758	)	$	54,892

Nexstar

Non-

Consolidated

Nexstar

Broadcasting

Mission

Guarantors

Eliminations

Company

Net broadcast revenue (including trade)

$
-

$
1,158,758

$
38,317

$
78,584

$
-

$
1,275,659

Revenue between consolidated entities

16,982

44,658

16,024

36,996

(114,660
)

-

Net revenue

16,982

1,203,416

54,341

115,580

(114,660
)

1,275,659

Operating expenses (income):

Direct operating expenses, excluding
  depreciation and amortization

-

481,169

24,031

87,541

(3,834
)

588,907

Selling, general, and administrative expenses,
  excluding depreciation and amortization

19,493

278,001

1,989

19,901

(32,966
)

286,418

Local service agreement fees between
  consolidated entities

-

33,202

29,150

15,508

(77,860
)

-

Amortization of broadcast rights

-

26,287

752

1,258

-

28,297

Amortization of intangible assets

-

57,278

1,010

14,807

-

73,095

Depreciation

-

51,905

1,228

2,394

-

55,527

Reimbursement from the FCC related to station repack

-

(24,231
)

(2,300
)

(7,072
)

-

(33,603
)
Total operating expenses

19,493

903,611

55,860

134,337

(114,660
)

998,641

(Loss) income from operations

(2,511
)

299,805

(1,519
)

(18,757
)

-

277,018

Interest expense, net

-

(96,848
)

(5,784
)

(1,688
)

-

(104,320
)
Loss on extinguishment of debt

-

(3,724
)

-

-

-

(3,724
)
Pension and other postretirement plans credit, net

-

2,800

-

-

-

2,800

Other expenses

-

(1,037
)

-

(28
)

-

(1,065
)
Equity in income of subsidiaries

135,032

-

-

-

(135,032
)

-

Income (loss) before income taxes

132,521

200,996

(7,303
)

(20,473
)

(135,032
)

170,709

Income tax benefit (expense)

473

(49,648
)

1,851

4,237

-

(43,087
)
Net income (loss)

132,994

151,348

(5,452
)

(16,236
)

(135,032
)

127,622

Net income attributable to noncontrolling interests

-

-

-

(4,728
)

-

(4,728
)
Net income (loss) attributable to Nexstar

$
132,994

$
151,348

$
(5,452
)

$
(20,964
)

$
(135,032
)

$
122,894

Nexstar

Non-

Consolidated

Nexstar

Broadcasting

Mission

Guarantors

Eliminations

Company

Net broadcast revenue (including trade)

$
-

$
1,143,737

$
33,763

$
98,159

$
-

$
1,275,659

Revenue between consolidated entities

13,205

42,703

17,486

35,144

(108,538
)

-

Net revenue

13,205

1,186,440

51,249

133,303

(108,538
)

1,275,659

Operating expenses (income):

Direct operating expenses, excluding
   depreciation and amortization

-

439,919

20,160

95,987

(2,664
)

553,402

Selling, general, and administrative expenses,
  excluding depreciation and amortization

15,181

269,272

2,328

22,251

(28,224
)

280,808

Local service agreement fees between
   consolidated entities

-

34,947

26,500

16,203

(77,650
)

-

Amortization of broadcast rights

-

29,792

821

1,400

-

32,013

Amortization of intangible assets

-

59,519

1,084

12,880

-

73,483

Depreciation

-

46,346

1,021

3,537

-

50,904

Reimbursement from the FCC related to station repack

-

(6,874
)

(187
)

-

-

(7,061
)
Total operating expenses

15,181

872,921

51,727

152,258

(108,538
)

983,549

(Loss) income from operations

(1,976
)

313,519

(478
)

(18,955
)

-

292,110

Interest expense, net

-

(103,573
)

(5,350
)

(1,947
)

-

(110,870
)
Loss on extinguishment of debt

-

(1,486
)

-

-

-

(1,486
)
Pension and other postretirement plans credit, net

-

5,900

-

-

-

5,900

Other expenses

-

(941
)

-

2

-

(939
)
Equity in income of subsidiaries

146,203

-

-

-

(146,203
)

-

Income (loss) before income taxes

144,227

213,419

(5,828
)

(20,900
)

(146,203
)

184,715

Income tax (expense) benefit

(423
)

(54,905
)

1,406

3,154

-

(50,768
)
   Net income (loss)

143,804

158,514

(4,422
)

(17,746
)

(146,203
)

133,947

Net loss attributable to noncontrolling interests

-

-

-

1,907

-

1,907

Net income (loss) attributable to Nexstar

$
143,804

$
158,514

$
(4,422
)

$
(15,839
)

$
(146,203
)

$
135,854

				Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	421,262		$	(3,124	)	$	(3,020	)	$	-	$	415,118

Cash flows from investing activities:
Payments for acquisitions, net of cash acquired		-			(63,000	)		-			-			-		(63,000	)
Proceeds from sale of stations		-			362,804			-			-			-		362,804
Purchases of property and equipment		-			(57,230	)		(630	)		(2,274	)		-		(60,134	)
Spectrum repack reimbursements from the FCC		-			10,547			565			1,646			-		12,758
Proceeds from disposals of property and equipment		-			430			-			-			-		430
Proceeds from resolution of acquired contingency		-			98,000			-			-			-		98,000
Other investing activities		-			171			-			-			-		171
Net cash provided by (used in) investing activities		-			351,722			(65	)		(628	)		-		351,029

Cash flows from financing activities:
Repayments of long-term debt		-			(456,470	)		(571	)		(287	)		-		(457,328	)
Payments for debt financing costs		-			(379	)		-			-			-		(379	)
Common stock dividends paid		(25,676	)		-			-			-			-		(25,676	)
Inter-company payments		104,378			(104,378	)		-			-			-		-
Purchase of treasury stock		(72,587	)		-			-			-			-		(72,587	)
Cash paid for shares withheld for taxes		(6,483	)		-			-			-			-		(6,483	)
Payments for capital lease and capitalized software obligations		-			(1,792	)		-			-			-		(1,792	)
Proceeds from exercise of stock options		368			-			-			-			-		368
Other financing activities		-			(274	)		-			1			-		(273	)
Net cash used in financing activities		-			(563,293	)		(571	)		(286	)		-		(564,150	)
Net increase (decrease) in cash, cash equivalents and restricted cash		-			209,691			(3,760	)		(3,934	)		-		201,997
Cash, cash equivalents and restricted cash at beginning of period		-			224,831			8,686			15,161			-		248,678
Cash, cash equivalents and restricted cash at end of period	$	-		$	434,522		$	4,926		$	11,227		$	-	$	450,675

				Nexstar						Non-					Consolidated						Nexstar						Non-					Consolidated
	Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company			Nexstar			Broadcasting			Mission			Guarantors			Eliminations		Company
Cash flows from operating activities	$	-		$	240,814		$	1,507		$	(5,921	)	$	-	$	236,400		$	-		$	124,410		$	(5,289	)	$	5,468		$	-	$	124,589

Cash flows from investing activities:
Purchases of property and equipment		-			(60,002	)		(2,956	)		(8,510	)		-		(71,468	)		-			(24,586	)		(891	)		(3,102	)		-		(28,579	)
Spectrum repack reimbursements from the FCC		-			25,767			764			7,072			-		33,603			-			9,685			1,536			2,966			-		14,187
Other investing activities		-			995			-			14			-		1,009			-			639			-			-			-		639
Net cash used in investing activities		-			(33,240	)		(2,192	)		(1,424	)		-		(36,856	)		-			(14,262	)		645			(136	)		-		(13,753	)

Cash flows from financing activities:
Repayments of long-term debt		-			(200,738	)		(1,143	)		(1,727	)		-		(203,608	)		-			(90,370	)		(571	)		(864	)		-		(91,805	)
Common stock dividends paid		(41,319	)		-			-			-			-		(41,319	)		(20,581	)		-			-			-			-		(20,581	)
Inter-company payments		49,649			(49,649	)		-			-			-		-			28,430			(28,430	)		-			-			-		-
Purchase of noncontrolling interest from a consolidated variable interest entity		-			(6,393	)		-			-			-		(6,393	)		-			(6,393	)		-			-			-		(6,393	)
Cash paid for shares withheld for taxes		(9,813	)		-			-			-			-		(9,813	)
Other financing activities		1,483			(5,044	)		-			(41	)		-		(3,602	)		(7,849	)		(711	)		-			(21	)		-		(8,581	)
Net cash used in financing activities		-			(261,824	)		(1,143	)		(1,768	)		-		(264,735	)		-			(125,904	)		(571	)		(885	)		-		(127,360	)
Net increase in cash, cash equivalents and restricted cash		-			(54,250	)		(1,828	)		(9,113	)		-		(65,191	)		-			(15,756	)		(5,215	)		4,447			-		(16,524	)
Cash, cash equivalents and restricted cash at beginning of period		-			105,665			10,798			28,652			-		145,115			-			105,665			10,798			28,652			-		145,115
Cash, cash equivalents and restricted cash at end of period	$	-		$	51,415		$	8,970		$	19,539		$	-	$	79,924		$	-		$	89,909		$	5,583		$	33,099		$	-	$	128,591

Nexstar

Non-

Consolidated

Nexstar

Broadcasting

Mission

Guarantors

Eliminations

Company

Cash flows from operating activities

$
-

$
313,735

$
(1,484
)

$
4,823

$
-

$
317,074

Cash flows from investing activities:

Purchases of property and equipment

-

(32,198
)

(512
)

(3,680
)

-

(36,390
)
Payments for acquisitions

-

(85,867
)

-

-

-

(85,867
)
Spectrum repack reimbursements from the FCC

-

6,875

186

-

-

7,061

Other investing activities

-

4,256

-

5

-

4,261

Net cash used in investing activities

-

(106,934
)

(326
)

(3,675
)

-

(110,935
)

Cash flows from financing activities:

Proceeds from long-term debt

-

44,000

-

51,759

-

95,759

Repayments of long-term debt

-

(122,120
)

(1,157
)

(53,639
)

-

(176,916
)
Common stock dividends paid

(34,443
)

-

-

-

-

(34,443
)
Purchase of treasury stock

(50,524
)

-

-

-

-

(50,524
)
Inter-company payments

87,624

(87,624
)

-

-

-

-

Other financing activities

(2,657
)

(5,555
)

-

226

-

(7,986
)
Net cash used in
  financing activities

-

(171,299
)

(1,157
)

(1,654
)

-

(174,110
)
Net increase (decrease) in cash,
  cash equivalents and restricted cash

-

35,502

(2,967
)

(506
)

-

32,029

Cash, cash equivalents and restricted
  cash at beginning of period

-

90,860

9,524

15,268

-

115,652

Cash, cash equivalents and restricted
  cash at end of period

$
-

$
126,362

$
6,557

$
14,762

$
-

$
147,681

On July 3, 2019, Nexstar Escrow completed the sale and issuance of the $1.120 billion 5.625% Notes due 2027 at par. The gross proceeds of the 5.625% Notes due 2027 were deposited into a segregated escrow account which cannot be utilized until certain conditions are satisfied or the escrowed funds are released in connection with a special mandatory redemption of the 5.625% Notes due 2027. Among other things, such conditions include the consummation of the merger (See Note 3) and the assumption by Nexstar of all of the obligations of Nexstar Escrow under the 5.625% Notes due 2027, which are all expected to occur in the third quarter of 2019. Following satisfaction of such conditions, the proceeds from the 5.625% Notes due 2027 will be used to finance a portion of the consideration of the merger, to partially fund the repayment of all of Tribune’s existing indebtedness, to pay related fees and expenses and for general corporate purposes. If the merger is not consummated on or prior to November 30, 2019, with an automatic extension to February 29,May 1, 2020, if necessary to obtain regulatory approval under circumstances specified in the merger agreement, or if the merger agreement is terminated, the 5.625% Notes due 2027 are subject to a special mandatory redemption equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest, if any, from the issue date of the 5.625% Notes due 2027 up to, but not including, the date of such special mandatory redemption. Prior to the consummation of the merger, the 5.625% Notes due 2027 will not be guaranteed, but will be secured by a first priority security interest in the escrow account and all deposits and investment property therein. Following satisfaction of the escrow conditions, the 5.625% Notes due 2027 will be senior unsecured obligations of Nexstar and will be guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s future wholly-owned subsidiaries, subject to certain customary release provisions. The 5.625% Notes due 2027 will be junior to the secured debt of the Company, including the senior secured credit facilities of Nexstar and certain VIEs, to the extent of the value of the assets securing such debt. The 5.625% Notes due 2027 will rank equal to the 6.125% Notes, the 5.875% Notes and the 5.625% Notes due 2024.

~~On July 25, 2019,~~ Nexstar’s Board of Directors declared a quarterly cash dividend of ~~$0.45~~$0.56 per share of its Class A common stock. The dividend is payable on ~~August 23, 2019~~May 29, 2020 to stockholders of record on ~~August 9, 2019.~~

On July 31, 2019, the DOJ provided its conditional approval of the proposed Nexstar and Tribune merger (See Note 3) by simultaneously filing a pair of documents with the U.S. District Court of the District of Columbia: (i) a civil antitrust suit against the merger deal, and (ii) a proposed settlement that, if approved by the court, would resolve the complaints alleged in the antitrust suit through the divestiture of certain television stations and related conditions. The FCC must still complete its public interest review of the proposed merger.May 15, 2020.

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

As used in this Quarterly Report on Form 10-Q and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc. and its consolidated subsidiaries; “Nexstar Broadcasting” refers to Nexstar Broadcasting, Inc., our wholly-owned direct subsidiary; the “Company” refers to Nexstar and the variable interest entities required to be consolidated in our financial statements; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.

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

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: the risks from the global COVID-19 pandemic, including, for example, expectations regarding the impact of COVID-19 on our businesses and our future financial performance; our ability to obtain financial and tax benefits from the recently-passed Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”); any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; the impact of pending or future litigation; the effects of governmental regulation and future regulation on broadcasting; competition from others in our broadcast television markets; volatility in programming costs; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and the inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our other filings with the Securities and Exchange Commission. The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

On January 27, 2020, we acquired certain non-license assets associated with ~~Tribune~~television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market from Sinclair for $18.0 million in cash. On March 2, 2020, we completed our acquisition of Fox affiliate television station WJZY and MyNetworkTV affiliate television station WMYT in the Charlotte, NC market from Fox for $45.0 million in cash. The acquisition from Fox allowed us entry into the Charlotte, NC market.

On ~~November 30, 2018, we entered into~~January 14, 2020, the Company sold its sports betting information website business to Star Enterprises Ltd., a ~~definitive merger agreement with Tribune to acquire Tribune’s outstanding equity~~subsidiary of Alto Holdings, Ltd., for ~~$46.50 per share in~~ a net consideration of $12.9 million (net of $2.4 million cash ~~transaction. All equity-based awards~~balance of ~~Tribune~~this business that ~~are outstanding prior~~was transferred to the merger will vest in full and will be converted into the right to receive the same cash consideration. The estimated total purchase price is $7.165 billion, inclusive of the merger cash consideration, the refinancing of Tribune's outstanding debt and the assumption of outstanding warrants. ~~The estimated purchase price amount does not take into account Tribune’s cash or pension liabilities to be acquired by Nexstar.~~Tribune shareholders will be entitled to additional cash consideration of approximately $0.30 per share per month if the transaction has not closed by August 31, 2019, pro-rated for partial months and less an adjustment for any dividends declared on or after September 1, 2019. Tribune currently owns, operates or provides services to 44 television stations (including two satellite stations) and one AM radio station. We and Tribune plan to divest certain of our stations in connection with the proposed merger in order to comply with the FCC media ownership rules and obtain the HSR Approval.buyer upon sale).

~~The merger agreement contains certain termination rights for both us~~On March 2, 2020, Nexstar also completed the sale of Fox affiliate television station KCPQ and ~~Tribune. If~~MyNetworkTV affiliate television station KZJO in the ~~merger agreement is terminated in connection with Tribune entering into a definitive agreement with respect to a superior proposal,~~Seattle, WA market, as well as under certain other circumstances, the termination fee payable by Tribune to us will be $135 million. Either party may terminate the merger agreement if the merger is not consummated on or before an end date of November 30, 2019, with an automatic extension to February 29, 2020, if necessary to obtain regulatory approval under circumstances specifiedFox affiliate television station WITI in the ~~merger agreement.~~Milwaukee, WI market, to Fox for approximately $349.9 million in cash, including working capital adjustments. Our proceeds from the sale of the stations were partially used to prepay our term loans.

On January 27, 2020, Sinclair agreed to sell us television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary conditions. The ~~merger has been approved by the boards of directors of both companies and the stockholders of Tribune and~~proposed acquisition is projected to close in the third quarter of 2019, subject to (i) FCC approval, (ii) other regulatory approvals (including HSR Approval) and (iii) satisfaction of other customary closing conditions. The merger does not require approval of our stockholders and is not subject to any financing contingency. On November 30, 2018, we received committed financing up to a maximum of $6.4 billion from a group of commercial banks to provide the debt financing to consummate the merger and the refinancing of certain of the existing indebtedness of Tribune and related transactions.2020.

As further discussed in Debt Transactions below, Nexstar Escrow, our wholly-owned indirect subsidiary, completed the sale and issuance of the $1.120 billion 5.625% Notes due 2027 at par on July 3, 2019. The remainder of the committed financing includes $3.740 billion in term loans for which we recently completed the pricing. We expect to issue these loans simultaneously with the completion of our merger with Tribune.

~~In connection with obtaining the HSR Approval and the FCC approval, we agreed to divest one or more television stations in certain DMAs.~~ On March ~~20, 2019,~~30, 2020, Mission, a VIE that we consolidate, entered into definitive asset purchase agreements to sell a total of nineteen stations in fifteen markets. Under the terms of the agreements, TEGNA will acquire eleven stations in eight markets and Scripps will acquire eight stations in seven markets. Under the terms of the asset purchase agreement with TEGNA, TEGNA will acquire substantially all of the assets of television broadcast stations (i) WTIC and WCCT in Hartford-New Haven, CT; (ii) WPMT in Harrisburg-Lancaster-Lebanon-York, PA; (iii) WATN and WLMT in Memphis, TN; (iv) WNEP in Wilkes Barre-Scranton, PA; (v) WOI and KCWI in Des Moines-Ames, IA; (vi) WZDX in Huntsville-Decatur (Florence), AL; (vii) WQAD in Davenport, IA-Rock Island-Moline, IL; and (viii) KFSM in Ft. Smith-Fayetteville-Springdale-Rogers, AR for cash consideration of $740 million (subject to customary purchase price adjustments). Under the terms of the asset purchase agreement with Scripps, Scripps will acquire substantially all of the assets of television broadcast stations (i) KASW in Phoenix (Prescott), AZ; (ii) WPIX in New York, NY, (iii) WSFL-TV in Miami-Ft. Lauderdale, FL, (iv) KSTU in Salt Lake City, UT, (v) WTKR and WGNT in Norfolk-Portsmouth-Newport News, VA, (vi) WXMI in Grand Rapids-Kalamazoo-Battle Creek, MI and (vii) WTVR-TV in Richmond-Petersburg, VA for cash consideration of $580 million (subject to customary purchase price adjustments). ~~On April 8, 2019, we entered into a definitive~~an asset purchase agreement to ~~sell~~acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to ~~Circle City Broadcasting I, Inc.,~~Mission on a newly-formed minority-led broadcast company majority-owned by DuJuan McCoy, two stations in Indianapolis, IN -- WISH, the CW affiliate, and WNDY, the MyNetwork TV affiliate -- for $42.5 million in cash.

dollar-for-dollar basis. The ~~consummation of each divestiture transaction~~purchase price is subject to ~~the satisfaction or waiver of certain~~ customary ~~conditions, including, among others, (i) the closing of the transactions contemplated by the merger agreement, (ii) the receipt of approval from the~~adjustments. The transaction is also subject to FCC and ~~the expiration or termination of any waiting period applicable to such transaction under the HSR Act, as amended,~~other customary approvals and ~~(iii) the absence of certain legal impediments to the consummation of such transaction.~~

~~The consummation of each divestiture transaction~~ is expected to ~~occur simultaneously with the closing of the Nexstar/ Tribune merger.~~close in 2020.

On July 31, 2019, the DOJ provided its conditional approval of the proposed Nexstar and Tribune merger by simultaneously filing a pair of documents with the U.S. District Court of the District of Columbia: (i) a civil antitrust suit against the merger deal, and (ii) a proposed settlement that, if approved by the court, would resolve the complaints alleged in the antitrust suit through the divestiture of certain television stations and related conditions. The FCC must still complete its public interest review of the proposed merger.

As of ~~June 30, 2019,~~ March 31, 2020, we owned, operated, programmed or provided sales and other services to ~~174~~196 full power television stations, including those owned by VIEs, and one AM radio station in ~~100~~114 markets in 38 states and the ~~states~~District of ~~Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,~~Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin.Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 36 full power television stations owned by independent third parties, ~~(VIEs)~~of which 32 full power television stations are VIEs that are consolidated into our financial statements. See Note 2—Variable Interest Entities to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a discussion of the local service agreements we have with these independent third parties.

We guarantee full payment of all obligations incurred under Mission’s ~~Marshall’s~~ and Shield’s senior secured credit facilities in the event of their default. Mission is a guarantor of our senior secured credit facility, ~~the 6.125% Notes and the~~our 5.625% Notes due 2024 ~~but~~and our 5.625% Notes due 2027. Shield does ~~not guarantee the 5.875% Notes. Marshall and Shield do~~ not guarantee any debt within the group. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2021 and 2028) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.

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

In December 2019, Marshall, a VIE previously consolidated by us and the owner of three television stations, filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain contracts between us and Marshall, including the JSAs. As a result of these developments, we evaluated our business arrangements with Marshall and determined that we no longer have the power to direct the most significant economic activities of the entity and thus we no longer meet the accounting criteria for a controlling financial interest in the entity. Thus, we deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. The SSAs between us and Marshall are currently active.

On March 30, 2020, Mission (an entity that is currently the lender of Marshall) entered into an asset purchase agreement to acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The transaction is also subject to FCC and other customary approvals and is expected to close in 2020.

See Note ~~2 –~~ 2—Variable Interest Entities to our unaudited Condensed Consolidated Financial Statements in Part ~~IV,~~I, Item ~~5(a)~~1 of this ~~Annual Report on~~ Form ~~10-K for additional information with respect to consolidated VIEs.~~10-Q.

As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations. In 2016, the FCC reinstated a previously adopted rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of another television station in the same DMA is deemed to have an attributable ownership interest in that station. Parties to existing JSAs that were deemed attributable interests and did not comply with the FCC’s local television ownership rule were given until September 30, 2025 to come into compliance. In November 2017, ~~however,~~ the FCC adopted an order on reconsideration that eliminated the rule. That elimination became effective on February 7, ~~2018, although~~2018. On September 23, 2019, a federal court of appeals vacated the FCC’s November 2017 order on ~~reconsideration remains~~reconsideration. The court later denied petitions for en banc rehearing; on November 29, 2019 its decision became effective; and on December 20, 2019 the ~~subject of pending court appeals.~~FCC issued an order that formally reinstated the rule. The court’s decision has been appealed to the U.S. Supreme Court. If the Company is ultimately required to amend or terminate its existing JSAs, the Company could have a reduction in revenue and increased costs if it is unable to successfully implement alternative arrangements that are as beneficial as the existing JSAs.

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. In an incentive auction which concluded in April 2017,certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in exchange for consideration. Television stations that are not relinquishing their spectrum are being “repacked” into the frequency band still remaining for television broadcast use. In July 2017, the Company received $478.6 million in gross proceeds from the FCC for eight stations that now share a channel with another station, ~~two~~one station that moved to a VHF channel in 2019, one station that will move to a VHF channel at a date to be determined by the FCC as a result of the COVID-19 pandemic and one that went off the air in November 2017. The station that went off the air isdid not ~~expected to~~ have a significant impact on our ~~future~~ financial results because it was located in a remote rural area of the country and the Company has other stations which serve the same area. ~~The two stations moving to VHF channels must vacate their current channels by September 2019 and May 2020, respectively.~~

Sixty one (61) full power stations owned by Nexstar and 17 full power stations owned by VIEs ~~have been~~were assigned to new channels in the reduced post-auction television band and are required to construct and license the necessary technical modifications to operate on their new assigned channels on a rolling schedule ending in July 2020. Congress has allocated up to an industry-wide total of $2.75 billion to reimburse television broadcasters, MVPDs and other parties for costs reasonably incurred due to the repack. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, the Company spent a total of ~~$22.6~~$16.9 million and ~~$36.4~~$14.7 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three ~~and six~~ months ended ~~June 30, 2018, the Company spent a total of $1.5 million~~March 31, 2020 and $6.9 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2019, the Company received ~~$19.4~~$12.8 million and $33.6 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2018, the Company received $5.7 million and $7.1$14.2 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. As of ~~June 30, 2019,~~March 31, 2020, approximately ~~$146.6~~$75.6 million of estimated remaining costs in connection with the station repack are expected to be incurred by the Company, some or all of which will be reimbursable. If the FCC fails to fully reimburse the Company’s repacking costs, the Company could have increased costs related to the ~~repacking.~~repack.

Advertising revenue is positively affected by national and regional political election campaigns and certain events such as the Olympic Games or the Super Bowl. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years, when state, congressional and presidential elections occur and when advertising airs during the Olympic Games. As ~~2019~~2020 is ~~neither~~ an election year, ~~nor~~we generally expect an ~~Olympic year, we expect a decrease~~increase in political advertising ~~revenues to be reported~~revenue in ~~2019~~2020 compared to ~~2018.~~

2019. However, due to business disruptions caused by COVID-19, our revenue from political advertising may be less than we initially anticipated at the beginning of 2020 but the ultimate outcome is unknown at this time. Additionally, the rescheduling of the summer Olympics to 2021, also due to the COVID-19 pandemic situation, is expected to decrease our advertising revenue in 2020 but is expected to increase our advertising revenue in 2021.

The following table sets forth the amounts of the Company’s principal types of revenue ~~(dollars in~~(in thousands) and each type of revenue as a percentage of total net revenue:

	Three Months Ended June 30,								Six Months Ended June 30,								Three Months Ended March 31,
	2019				2018				2019				2018				2020				2019
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
Local	$	199,279		30.7	$	198,560		30.1	$	387,445		30.4	$	391,828		30.7
National		68,332		10.5		71,633		10.8		132,010		10.4		138,678		10.9
Political		3,157		0.5		31,636		4.8		4,464		0.3		40,902		3.2
Retransmission compensation		314,268		48.4		276,273		41.8		628,242		49.2		552,214		43.3
Core advertising																	$	417,379		38.2	$	251,844		40.2
Political advertising																		55,341		5.1		1,307		0.2
Distribution revenue																		549,716		50.3		313,974		50.1
Digital		56,237		8.7		63,999		9.7		109,072		8.6		126,803		9.9		56,440		5.2		52,835		8.4
Other		3,625		0.6		14,205		2.2		7,489		0.6		18,374		1.5		10,152		0.9		3,864		0.6
Trade revenue		4,114		0.6		4,017		0.6		6,937		0.5		6,860		0.5		2,794		0.3		2,823		0.5
Total net revenue	$	649,012		100.0	$	660,323		100.0	$	1,275,659		100.0	$	1,275,659		100.0	$	1,091,822		100.0	$	626,647		100.0

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

	Three Months Ended June 30,												Six Months Ended June 30,												Three Months Ended March 31,
	2019						2018						2019						2018						2020						2019
	Amount			%			Amount			%			Amount			%			Amount			%			Amount			%			Amount			%
Net revenue	$	649,012			100.0		$	660,323			100.0		$	1,275,659			100.0		$	1,275,659			100.0		$	1,091,822			100.0		$	626,647			100.0
Operating expenses (income):
Corporate expenses		31,821			4.9			27,384			4.1			62,586			4.9			53,727			4.2			53,474			4.9			30,765			4.9
Direct operating expenses, net of trade		292,162			45.0			270,200			40.9			581,594			45.6			545,679			42.8			441,781			40.5			289,432			46.2
Selling, general and administrative expenses, excluding corporate		112,237			17.3			111,519			16.9			223,832			17.5			227,081			17.8			164,910			15.1			111,595			17.8
Depreciation		28,090			4.3			25,090			3.8			55,527			4.4			50,904			4.0			35,406			3.2			27,437			4.4
Amortization of intangible assets		36,357			5.6			37,181			5.6			73,095			5.7			73,483			5.8			70,583			6.5			36,738			5.9
Amortization of broadcast rights		13,935			2.1			15,913			2.3			28,297			2.2			32,013			2.5			37,208			3.4			14,362			2.3
Trade expense		3,882			0.6			4,239			0.6			7,313			0.6			7,723			0.6			3,278			0.3			3,431			0.5
Reimbursement from the FCC related to station repack		(19,416	)		(3.0	)		(5,697	)		(0.9	)		(33,603	)		(2.6	)		(7,061	)		(0.6	)		(12,758	)		(1.2	)		(14,187	)		(2.3	)
Gain on disposal of stations and entities, net																										(7,075	)		(0.6	)		-			-
Total operating expenses		499,068						485,829						998,641						983,549						786,807						499,573
Income from operations	$	149,944					$	174,494					$	277,018					$	292,110					$	305,015					$	127,074

Three Months Ended ~~June 30, 2019~~March 31, 2020 Compared to Three Months Ended ~~June 30, 2018~~March 31, 2019

The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter we present, our legacy stations include those stations that we owned or provided services to for the complete quarter in the current and prior years. For our annual and year to date presentations, we combine the legacy stations’ amounts presented in each quarter.

~~Local~~Core advertising revenue was ~~$199.3~~$417.4 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$198.6~~$251.9 million for the same period in ~~2018,~~2019, an increase of ~~$0.7~~$165.5 million, or ~~0.4%~~65.7%. ~~National~~The increase is primarily due to our incremental revenue from our 2019 Tribune acquisition of $192.8 million, partially offset by a decrease in revenue as a result of station divestitures of $9.8 million. Our legacy stations’ core advertising revenue ~~was $68.3~~decreased by $15.9 million, ~~for~~primarily due to changes in the ~~three months ended June 30, 2019, compared to $71.6~~mix between our core and political advertising and the business disruptions caused by COVID-19 in mid-March 2020 and the deconsolidation of Marshall resulted in a $1.6 million ~~for the same period~~decrease in ~~2018, a decrease of $3.3 million, or 4.6%.~~revenue. Our largest advertiser category, automobile, represented approximately ~~22%~~19% and ~~23%~~21% of our ~~local and national~~core advertising revenue for the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Overall, including ~~the~~ past results of our ~~stations~~newly acquired ~~in 2018,~~stations, automobile revenues decreased by ~~4.5%~~approximately 2% during the quarter. The other categories representing our top five were attorneys, ~~and medical/healthcare~~ which increased in ~~2019~~2020, and medical/healthcare, furniture and fast ~~food/~~food restaurants, which decreased in ~~2019.~~2020. We currently estimate that overall core advertising revenue for the remainder of fiscal 2020 will be lower than initially anticipated at the beginning of fiscal 2020, primarily due to changes in the mix between our core and political advertising and the business disruptions caused by COVID-19. The ultimate impact of the COVID-19 pandemic on our business operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that the U.S. government, us, or our business partners, may direct, which may result in an extended period of continued business disruption. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our core advertising revenue and our overall results of operations. Additionally, the rescheduling of the summer Olympics to 2021, also due to the COVID-19 pandemic situation, is expected to decrease our advertising revenue in 2020 but is expected to increase our advertising revenue in 2021.

Political advertising revenue was ~~$3.2~~$55.3 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$31.6~~$1.3 million for the same period in ~~2018, a decrease~~2019, an increase of ~~$28.4~~$54.0 million, as ~~2019~~2020 is ~~not~~ an election year. Of the $54.0 million increase, $23.4 million was attributable to the incremental revenue from our 2019 Tribune acquisition, and $30.7 million was attributable to our legacy stations. We generally expect an increase in political advertising revenue in 2020 compared to 2019. However, due to business disruptions caused by COVID-19, our revenue from political advertising may be less than we initially anticipated at the beginning of 2020, but the ultimate outcome is unknown at this time.

~~Retransmission compensation~~Distribution revenue was ~~$314.3~~$549.7 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$276.3~~$314.0 million for the same period in ~~2018,~~2019, an increase of ~~$38.0~~$235.7 million, or ~~13.8%~~75.1%. The increase is primarily due to our incremental revenue from our 2019 Tribune acquisition of $192.9 million, partially offset by a decrease in revenue as a result of station divestitures and deconsolidation of Marshall of $16.9 million and $4.4 million, respectively. Our legacy stations’ revenue increased by ~~$34.4~~$64.1 million primarily due to the combined effect of scheduled annual escalation of rates per subscriber, renewals of ~~smaller~~ contracts providing for higher rates per subscriber (contracts generally have a three-year term) and contributions from distribution agreements with OVDs. Additionally, our stations acquired in 2018 increased our revenue by $3.6 million. Broadcasters currently deliver more than 30% of all television viewing audiences in a pay television household but are paid approximately 12-14% of the total cable programming fees. We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

On July 3, 2019, our retransmission consent agreements in 97 of our station markets with AT&T/DirecTV expired. We are currently not providing services to this customer pending the negotiation of the renewal terms.

Digital media revenue, representing advertising revenue on our stations’ web and mobile sites and other internet-based revenue, was ~~$56.2~~$56.4 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$64.0~~$52.8 million for the same period in ~~2018, a decrease~~2019, an increase of ~~$7.8~~$3.6 million, or ~~12.1%,~~6.8%. The increase is primarily due to ~~marketplace changes which affected~~the incremental revenue from the 2019 Tribune acquisition of $11.0 million, less a decrease in revenue from our station divestitures of $1.0 million, and an increase in revenue from our legacy stations of $4.9 million. Our digital businesses’ revenue decreased by $11.4 million due primarily to a decrease in our social media platform and our select demand-side platform, ~~customer buying,~~ partially offset by ~~organic~~ growth in our ~~local customer buying trends (increase in local revenue from our stations’ web and mobile sites and from other internet-based revenue).~~agency services.

Other revenue was $3.6 million for the three months ended June 30, 2019, compared to $14.2 million for the same period in 2018, a decrease of $10.6 million, primarily due to a $10.0 million one-time incentive payment from a wireless carrier specific to the spectrum repack (revenue recognized in the second quarter of 2018).

Corporate expenses, related to costs associated with the centralized management of our stations, were ~~$31.8~~$53.5 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$27.4~~$30.8 million for the same period in ~~2018,~~2019, an increase of ~~$4.4~~$22.7 million, or ~~16.2%~~73.8%. This was primarily attributable to ~~a $4.1 million~~an increase in payroll, bonuses and severance primarily associated with Tribune’s corporate expenses that wound down towards the end of the first quarter in 2020, an increase in stock-based compensation due to new equity incentives granted, and an increase in legal and professional fees primarily ~~associated with our proposed acquisition of Tribune and an increase in stock-based compensation related~~attributable to ~~new equity incentive awards of $1.5 million. These increases were partially offset by a decrease in payroll expense of $0.3 million.~~the ongoing litigation inherited from Tribune.

Station direct operating expenses, consisting primarily of news, engineering, programming and station selling, general and administrative expenses (net of trade expense) were ~~$404.4~~$606.7 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$381.7~~$401.0 million for the same period in ~~2018,~~2019, an increase of ~~$22.7~~$205.7 million, or ~~5.9%~~51.3%. ~~This~~The increase was primarily due to ~~an increase~~expenses associated with our 2019 Tribune acquisition of $208.4 million (including network and programming costs of $131.3 million), partially offset by the decrease in expenses from our station divestitures and the deconsolidation of Marshall of $16.0 million and $4.9 million, respectively. In addition, our legacy stations’ programming costs ~~of $25.4~~increased by $30.9 million, primarily due to network affiliation renewals and annual increases in our network affiliation ~~costs,~~costs. These increases were partially offset by a $5.7 million decrease in the operating expenses ~~on a few~~ of our digital products ~~of $3.1 million~~ due to ~~marketplace changes and challenges that led to~~ lower ~~revenue.~~revenue.

Depreciation of property and equipment was ~~$28.1~~$35.4 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$25.1~~$27.4 million for the same period in ~~2018,~~2019, an increase of ~~$3.0~~$8.0 million, or ~~12.0%~~29.0%, primarily due to incremental depreciation related to the 2019 Tribune acquisition and increased depreciation from newly capitalized assets related to station repacking ~~activities.~~activities, partially offset by station divestitures.

Amortization of intangible assets was ~~flat at $36.4~~$70.6 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$37.2~~$36.7 million for the same period in ~~2018.~~2019, an increase of $33.8 million, or 92.1%. This was primarily due to increased amortization related to intangible assets from 2019 Tribune acquisition, partially offset by decreases in amortization from certain fully amortized assets and divested stations.

Amortization of broadcast rights was ~~$13.9~~$37.2 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$15.9~~$14.4 million for the same period in ~~2018, a decrease~~2019, an increase of ~~$2.0~~$22.8 million, or ~~12.4%,~~159.1%. The increase is primarily ~~attributable~~due to incremental amortization resulting from acquired broadcast rights in the 2019 Tribune acquisition less decreases from station divestitures. This increase was partially offset by a reduction in amortization costs on our legacy stations due to renegotiation of certain film contracts which resulted in reduced distribution rates.

Certain of the Company’s stations were assigned to new channels (“repack”) in connection with the FCC’s process of repurposing a portion of the broadcast television spectrum for wireless broadband use. The Company’s stations are currently spending costs, mainly capital expenditures, to construct and license the necessary technical modifications to operate on their newly assigned channels and to vacate their former channels no later than July 13, 2020. Subject to fund limitations, the FCC reimburses television broadcasters, MVPDs and other parties for costs reasonably incurred due to the repack. During the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, the Company~~we received ~~$19.4~~a total of $12.8 million and ~~$5.7~~$14.2 million, respectively, in reimbursements from the FCC which itwe recognized as operating income.

During the quarter ended March 31, 2020, we sold certain stations in two markets for $349.9 million, including working capital adjustments. We also sold our sports betting information website business for a net consideration of $12.9 million (net of $2.4 million cash balance of this business that was transferred to the buyer upon sale). These divestitures resulted in a net gain of $7.1 million.

Interest expense, net was ~~$51.4~~$101.3 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$56.3~~$53.0 million for the same period in ~~2018, a decrease~~2019, an increase of ~~$4.9~~$48.3 million, or ~~8.7%,~~91.3%. The increase is primarily due to ~~the refinancing of certain of our senior secured credit facilities in October 2018, which reduced the applicable margin portion of the~~ interest ~~rates by 25 basis points, and principal prepayments of certain of our~~incurred on term loans ~~in 2018~~issued on September 19, 2019 and ~~2019. These were~~on 5.625% Senior Notes due 2027 issued July 3, 2019 which are both related to financing of Nexstar's acquisition of Tribune, partially offset primarily by ~~the effects~~decrease in interest expense in conjunction with Nexstar's redemption of ~~an increasing trend~~6.125% and 5.875% Senior Notes and decrease in ~~the~~interest expense on our legacy term loans due to combined effect of reduction in principal and London ~~Interbank~~Inter-Bank Offered Rate (“LIBOR”).

Loss on extinguishment of debt was ~~$2.0~~$7.5 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$0.5~~$1.7 million for the same period in ~~2018,~~2019, an increase of ~~$1.5 million, primarily due to an increase in prepayments of principal balance on our term loans of $80.0 million for the three months ending June 30, 2019 compared to the same period in 2018.~~

Income tax expense was $26.6 million for the three months ended June 30, 2019, compared to $33.3 million for the same period in 2018. The effective tax rates were consistent at 27.4% and 27.8% for each of the respective periods.

Local advertising revenue was $387.4 million for the six months ended June 30, 2019, compared to $391.8 million for the same period in 2018, a decrease of $4.4 million, or 1.1%. National advertising revenue was $132.0 million for the six months ended June 30, 2019, compared to $138.7 million for the same period in 2018, a decrease of $6.7 million, or 4.8%. The decrease in our stations’ local and national advertising revenue was primarily due to the impact of prior year revenue from the Olympics on our NBC affiliate stations. Our largest advertiser category, automobile, represented approximately 22% and 23% of our local and national advertising revenue for the six months ended June 30, 2019 and 2018, respectively. Overall, including the past results of our stations acquired in 2018, automobile revenues decreased by 6.7% in 2019. The other categories representing our top five were furniture and fast food/restaurants, which decreased in 2019, attorneys which increased in 2019, and medical/healthcare which stayed consistent in 2019.

Political advertising revenue was $4.5 million for the six months ended June 30, 2019, compared to $40.9 million for the same period in 2018, a decrease of $36.4 million, as 2019 is not an election year.

Retransmission compensation was $628.2 million for the six months ended June 30, 2019, compared to $552.2 million for the same period in 2018, an increase of $76.0 million, or 13.8%. Our legacy stations’ revenue increased by $68.8 million, primarily due to scheduled annual escalation of rates per subscriber, renewals of smaller contracts providing for higher rates per subscriber (contracts generally have a three-year term) and contributions from distribution agreements with OVDs. Additionally, our stations acquired in 2018 increased our revenue by $7.2 million. Broadcasters currently deliver more than 30% of all television viewing audiences in a pay television household but are paid approximately 12-14% of the total cable programming fees. We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Digital revenue, representing advertising revenue on our stations’ web and mobile sites and other internet-based revenue, was $109.1 million for the six months ended June 30, 2019, compared to $126.8 million for the same period in 2018, a decrease of $17.7 million, or 14.0%, primarily due to marketplace changes which affected select demand-side platform customer buying, partially offset by organic growth in our local customer buying trends (increase in local revenue from our stations’ web and mobile sites and from other internet-based revenue).

Other revenue was $7.5 million for the six months ended June 30, 2019, compared to $18.4 million for the same period in 2018, a decrease of $10.9 million, primarily due to a $10.0 million one-time incentive payment from a wireless carrier specific to the spectrum repack (revenue recognized in the second quarter of 2018).

Corporate expenses, related to costs associated with the centralized management of our stations, were $62.6 million for the six months ended June 30, 2019, compared to $53.7 million for the same period in 2018, an increase of $8.9 million, or 16.5%. This was primarily attributable to a $8.7 million increase in legal and professional fees primarily associated with our proposed acquisition of Tribune and an increase in stock-based compensation related to new equity incentive awards of $3.2 million. These increases were partially offset by a decrease in payroll expense of $0.9 million and a decrease in facility rental expenses of $0.8 million.

Station direct operating expenses, consisting primarily of news, engineering, programming and station selling, general and administrative expenses (net of trade expense) were $805.4 million for the six months ended June 30, 2019 compared to $772.8 million for the same period in 2018, an increase of $32.6 million, or 4.2%. This was primarily due to an increase in our stations’ programming costs of $49.2 million, primarily due to network affiliation renewals and annual increases in our network affiliation costs, partially offset by a decrease of $2.7 million in variable costs in our stations, largely news and sales related, and a decrease in operating expenses on a few of our digital products of $12.7 million due to marketplace changes and challenges that led to lower revenue.

Depreciation of property and equipment was $55.5 million for the six months ended June 30, 2019, compared to $50.9 million for the same period in 2018, an increase of $4.6 million, or 9.1%. The increase was primarily due to newly capitalized assets related to station repacking activities.

~~Amortization of intangible assets was flat at $73.1 million for the six months ended June 30, 2019, compared to $73.5 million for the same period in 2018.~~

Amortization of broadcast rights was $28.3 million for the six months ended June 30, 2019, compared to $32.0 million for the same period in 2018, a decrease of $3.7 million, or 11.6%, primarily attributable to renegotiation of certain film contracts which resulted in reduced distribution rates.

Certain of the Company’s stations were repacked in connection with the FCC’s process of repurposing a portion of the broadcast television spectrum for wireless broadband use. The Company’s stations are currently spending costs, mainly capital expenditures, to construct and license the necessary technical modifications to operate on their newly assigned channels and to vacate their former channels no later than July 13, 2020. Subject to fund limitations, the FCC reimburses television broadcasters, MVPDs and other parties for costs reasonably incurred due to the repack. During the six months ended June 30, 2019 and 2018, the Company received $33.6 million and $7.1 million, respectively, in reimbursements from the FCC which it recognized as operating income.

Interest expense, net was $104.3 million for the six months ended June 30, 2019, compared to $110.9 million for the same period in 2018, a decrease of $6.6 million, or 5.9% primarily due to the refinancing of certain of our senior secured credit facilities in October 2018, which reduced the applicable margin portion of the interest rates by 25 basis points, and principal prepayments of certain of our term loans in 2018 and 2019.

~~Loss on extinguishment of debt was $3.7 million for the six months ended June 30, 2019, compared to $1.5 million for the same period in 2018, an increase of $2.2~~$5.8 million, primarily due to the increase in prepayments ~~of principal balance~~ on our term loans of ~~$120.0~~$350.0 million in 2020 compared to the prior period. During the quarter ended March 31, 2020, we made prepayments of our term loans amounting to $430.0 million compared to prepayments of $80.0 million for the ~~six months ending June 30, 2019 compared to the~~ same period ~~in 2018.~~last year.

Income tax expense was ~~$43.1~~$64.3 million for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020 compared to ~~$50.8~~$16.4 million for the same period in ~~2018.~~2019. The effective tax rates were ~~25.2%~~29.0% and ~~27.5%~~22.4% for each of the respective periods. The ~~decrease~~increase in the effective tax rate between the two periods was primarily due to nondeductible goodwill written off as a ~~$4.5~~result of divestitures and a decrease in the deduction for excess tax benefits. The Company recognized an income tax expense of $8.1 million attributable to nondeductible goodwill written off as a result of divestitures, or a 3.7% increase to the effective tax rate. Additionally, the Company recognized an income tax expense of $1.4 million resulting from a decrease in the deduction for excess tax benefits related to stock-based compensation, ~~resulting in~~or a ~~decrease in~~4.4% increase to the effective tax ~~rate of 2.7%.~~rate.

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, including changes due to the impact of the COVID-19 pandemic, could result in significant adjustments to quarterly income tax expense in future periods.

The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to ~~meet the future cash requirements described below depends~~repay or refinance its debt will depend on, ~~its ability to generate cash in the future, which is subject to general economic,~~among other things, financial, business, market, competitive ~~legislative, regulatory~~ and other conditions, many of which are beyond the Company’s ~~control. Based~~control, for instance, uncertainties surrounding the business outlook caused by COVID-19. COVID-19 was declared a global pandemic by the World Health Organization on ~~current~~March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency on March 13, 2020.

The COVID-19 pandemic has not had a material adverse impact on the Company’s operations and ~~anticipated future growth,~~liquidity as of March 31, 2020. As of this date, the Company’s unrestricted cash on hand amounted to $434.1 million and the Company ~~believes that~~had a positive working capital of $598.2 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of March 31, 2020, the Company was in compliance with its ~~available cash, anticipated cash flow from operations and available borrowings under~~financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand and has availability to access additional cash up to $139.7 million under its revolving credit facilities ~~will be sufficient~~(with a maturity date of October 2023) to ~~fund working~~meet its business operating requirements, its capital ~~capital expenditure requirements, interest payments~~expenditures and ~~scheduled~~to continue to service its debt ~~principal payments~~ for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. ~~In order~~The Company also believes its leverage is well positioned to ~~meet future cash needs~~withstand the ~~Company may, from time to time, borrow under its existing senior secured credit facilities or issue other long- or short-term debt or equity, if~~current challenges as the ~~market and the terms~~nearest maturity of its ~~existing~~outstanding debt ~~arrangements permit. We~~will not occur until October 2023. The Company will continue to evaluate ~~the~~its liquidity, its best use of ~~our~~ operating cash flow ~~among our capital expenditures, acquisitions~~ and ~~debt reduction.~~the market conditions to determine if further steps are necessary.

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

	Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Net cash provided by operating activities	$	236,400		$	317,074		$	415,118		$	124,589
Net cash used in investing activities		(36,856	)		(110,935	)
Net cash provided by (used in) investing activities								351,029			(13,753	)
Net cash used in financing activities		(264,735	)		(174,110	)		(564,150	)		(127,360	)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(65,191	)	$	32,029
Net increase in cash, cash equivalents and restricted cash							$	201,997		$	(16,524	)
Cash paid for interest	$	98,103		$	104,874		$	125,516		$	58,839
Income taxes paid, net of refunds	$	52,419		$	32,781		$	2,110		$	1,883

	As of June 30,		As of December 31,		As of March 31,		As of December 31,
	2019		2018		2020		2019
Cash and cash equivalents	$	79,924	$	145,115
Cash, cash equivalents and restricted cash					$	450,675	$	248,678
Long-term debt, including current portion		3,784,718		3,981,003		8,046,863		8,492,588
Unused revolving loan commitments under senior secured credit facilities ⁽¹⁾		166,372		166,372		139,662		139,662

Net cash flows provided by operating activities ~~decreased~~increased by ~~$80.7~~$290.5 million during the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, compared to the same period in ~~2018.~~2019. This was primarily due to ~~a decrease~~increases in ~~source~~revenue (excluding trade) of ~~cash~~ ~~resulting from timing of accounts receivable collections of $56.6~~$465.2 million and a distribution from our equity investments at TV Food Network of $170.4 million. These increases were partially offset by an increase in ~~payments for income taxes of $19.6 million. Additionally,~~ our corporate, direct operating and selling, general and administrative ~~expenses~~expense (excluding non-cash transactions) ~~increased by $41.0~~of $226.5 million, ~~during the period compared to the same period~~an increase in ~~the prior year, while our net revenue (excluding trade) remained consistent in both periods. These transactions were partially offset by a decrease in the use of~~ cash ~~resulting from timing of payments to vendors of $24.6 million, a decrease in payments~~paid for interest ~~on debt~~ of ~~$6.8~~$66.7 million, ~~and a decrease~~an increase in payments for broadcast rights of ~~$4.5 million.~~$37.3 million, a use of cash resulting from timing of payments to our vendors of $16.5 million and a decrease in the source of cash from timing of accounts receivable collections of $11.5 million.

Net cash flows provided by investing activities were $351.0 million during the three months ended March 31, 2020, compared to net cash flows used in investing activities ~~decreased by $74.1~~of $13.8 million ~~during the six months ended June 30, 2019, compared to~~in the same period in ~~2018.~~2019. In ~~2018,~~2020, we ~~completed~~sold two television stations and our ~~acquisition of Likqid Media Inc. (“LKQD”)~~sports betting information website business for a$349.9 million and $12.9 million in cash, ~~purchase price of $97.0 million, less $11.2~~respectively. We also received $98.0 million of cash ~~acquired.~~ proceeds from settlement of litigation between Sinclair and Tribune, which we acquired in September 2019. These increases were reduced by the cash payment we made to acquire two television stations and certain non-license assets for a total cash consideration payment of $63.0 million. Our c~~Capital~~apital expenditures ~~increased~~ during the ~~six~~three months ended ~~June 30, 2019 by $35.1~~March 31, 2020 were $60.1 million, an increase of $31.6 million compared to the same period in ~~2018,~~2019, primarily due to ~~increased spending related to~~ station ~~repacking costs. Other activity included an increase in reimbursements~~repack activities which are reimbursable from the ~~FCC for station repack costs of $26.5 million and a decrease in proceeds from disposal of assets of $3.0 million between the two periods.~~FCC.

Net cash flows used in financing activities increased by ~~$90.6~~$436.8 million during the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, compared to the same period in ~~2018.~~2019.

In 2020, we made payments on the outstanding principal balance of our term loans of $457.3 million (including $430.0 million in prepayments), paid dividends to our common stockholders of $25.7 million ($0.56 per share during the quarter), repurchased common shares of $72.6 million, paid cash for taxes in exchange for shares of common stock withheld of $6.5 million resulting from net share settlements of certain stock-based compensation, and paid for capital lease and software obligations of $1.8 million.

In 2019, we made payments on the outstanding principal balance of our term loans of ~~$203.6~~$91.8 million, paid dividends to our common stockholders of ~~$41.3~~$20.6 million ($0.45 per share each quarter), paid cash for taxes in exchange for shares of common stock withheld of ~~$9.8~~$9.3 million resulting from net share settlements of certain stock-based compensation, completed our acquisition of the noncontrolling interest of KHII for a cash payment of $6.4 million, paid for ~~finance~~capital lease and ~~capitalized~~ software obligations of ~~$5.0~~$0.7 million and received proceeds from the exercise of stock options of ~~$1.5 million.~~

In 2018, Marshall refinanced the then outstanding principal balances under its term loan and revolving credit facility of $48.8 million and $3.0 million, respectively, funded by a new term loan of $51.8 million. We also borrowed $44.0 million under our revolving credit facility to partially fund our acquisition of LKQD and received $2.1 million proceeds from stock option exercises. These cash flow increases were partially offset by repayments of outstanding obligations under our revolving credit facility of $44.0 million, repayments of outstanding principal balance under the Company’s term loans of $81.2 million, purchases of treasury stock of $50.5 million, payments of dividends to our common stockholders of $34.4 million ($0.375 per share each quarter), payments for capital lease obligations of $5.6 million and cash payment for taxes in exchange for shares of common stock withheld of $4.7$1.4 million.

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

As of ~~June 30, 2019,~~March 31, 2020, the Company had total combined debt of ~~$3.8~~$8.0 billion, net of financing costs and discounts, which represented ~~66.1%~~79.4% of the Company’s combined capitalization. The Company’s high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of ~~June 30, 2019~~March 31, 2020 (in thousands):

	Total		2019		2020-2021		2022-2023		Thereafter		Total		2020		2021-2022		2023-2024		Thereafter
Nexstar senior secured credit facility	$	1,947,389	$	20,739	$	99,546	$	688,524	$	1,138,580	$	5,210,181	$	36,399	$	203,021	$	2,079,125	$	2,891,636
Mission senior secured credit facility		227,384		1,141		4,571		4,571		217,101		225,670		1,714		4,571		219,385		-
Marshall senior secured credit facility		50,030		50,030		-		-		-
Shield senior secured credit facility		22,385		574		2,755		19,056		-		21,525		862		3,903		16,760		-
5.875% senior unsecured notes due 2022		400,000		-		-		400,000		-
6.125% senior unsecured notes due 2022		275,000		-		-		275,000		-
5.625% senior unsecured notes due 2024		900,000		-		-		-		900,000		900,000		-		-		900,000		-
5.625% senior unsecured notes due 2027												1,785,000		-		-		-		1,785,000
	$	3,822,188	$	72,484	$	106,872	$	1,387,151	$	2,255,681	$	8,142,376	$	38,975	$	211,495	$	3,215,270	$	4,676,636

The Company’s indebtedness includes term loans and revolving loans of Marshall (a consolidated VIE) with an aggregate principal balance of $50.0 million as of June 30, 2019. The Marshall debt is due in December of 2019 and is included in the current liabilities in the accompanying Condensed Consolidated Balance Sheets.

We make semiannual interest payments on ~~the 6.125%~~our 5.625% Notes due 2024 on February 151 and August 151 of each year. We make semiannual interest payments on the 5.625% Notes due 2027 on ~~February 1 and August 1 of each year. We also make semiannual payments on the 5.875% Notes on May~~January 15 and ~~November~~July 15 of each year. Interest payments on our, Mission’s ~~Marshall’s~~ and Shield’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our, Mission’s ~~Marshall’s~~ and Shield’s senior secured credit facilities, as well as the indentures governing ~~the 6.125% Notes, the~~our 5.625% Notes due 2024 and ~~the 5.875%~~5.625% Notes due 2027, limit, but do not prohibit us, Mission ~~Marshall,~~ or Shield, from incurring substantial amounts of additional debt in the future.

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

The Company had ~~$166.4~~$139.7 million of total unused revolving loan commitments under the senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of ~~June 30, 2019.~~March 31, 2020. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on our compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments. As discussed above, the ultimate outcome of the COVID-19 pandemic is uncertain at this time and may significantly impact our future operating performance, liquidity and financial position. Any adverse impact of the COVID-19 pandemic may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.

On March 30, 2020, Mission entered into an asset purchase agreement to acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The transaction is subject to FCC and other customary approvals and is expected to close in 2020.

On April 26, 2018, our Board of Directors approved a $200 million increase in our share repurchase authorization to repurchase our Class A common stock. During the quarter ended March 31, 2020, we repurchased a total of 950,000 Class A common shares for $72.6 million. As of ~~June 30, 2019,~~March 31, 2020, the remaining available amount under the share repurchase authorization was ~~$201.9~~$84.2 million, ~~inclusive~~net of repurchases made since the ~~2018~~ authorization ~~and~~was approved by Nexstar’s Board of Directors, including the ~~remaining balance from prior authorization. There were no share~~ repurchases in the first quarter of Nexstar’s Class A common stock during the three and six months ended June 30, 2019. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.2020.

On November 30, 2018, we entered into a definitive merger agreement with Tribune to acquire Tribune’s outstanding equity for $46.50 per share in a cash transaction. The estimated total purchase price is $7.165 billion, inclusive of the merger cash consideration, the refinancing of Tribune's outstanding debt and the assumption of outstanding warrants. The estimated purchase price amount does not take into account Tribune’s cash or pension liabilities to be acquired by Nexstar. Tribune shareholders will be entitled to additional cash consideration of approximately $0.30 per share per month if the transaction has not closed by August 31, 2019, pro-rated for partial months and less an adjustment for any dividends declared on or after SeptemberMay 1, 2019. The merger has been approved by the boards of directors of both companies and the stockholders of Tribune and is projected to close in the third quarter of 2019, subject to FCC approval, other regulatory approvals and satisfaction of other customary closing conditions.

The merger agreement contains certain termination rights for both us and Tribune. If the merger agreement is terminated in connection with Tribune entering into a definitive agreement with respect to a superior proposal, as well as under certain other circumstances, the termination fee payable by Tribune to us will be $135 million. Either party may terminate the merger agreement if the merger is not consummated on or before an end date of November 30, 2019, with an automatic extension to February 29, 2020, ~~if necessary, to obtain regulatory approval under circumstances specified in the merger agreement.~~

In connection with obtaining the HSR Approval and the FCC approval, we agreed to divest one or more television stations in certain DMAs. On March 20, 2019, we entered into definitive asset purchase agreements to sell a total of nineteen stations in fifteen markets. Under the terms of the agreements, TEGNA. will acquire eleven stations in eight markets for cash consideration of $740 million (subject to customary purchase price adjustments) and Scripps will acquire eight stations in seven markets for cash consideration of $580 million (subject to customary purchase price adjustments). On April 8, 2019, we entered into a definitive asset purchase agreement to sell to Circle City Broadcasting I, Inc., a newly-formed minority-led broadcast company majority-owned by DuJuan McCoy, two stations in Indianapolis, IN -- WISH, the CW affiliate, and WNDY, the MyNetwork TV affiliate -- for $42.5 million in cash. The consummation of each divestiture transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the closing of the transactions contemplated by the merger agreement, (ii) FCC approval and HSR Approval, and (iii) the absence of certain legal impediments to the consummation of such transaction. The consummation of each divestiture transaction is expected to occur simultaneously with the closing of the merger.

The merger is not subject to any financing condition and we received committed financing up to a maximum of $6.4 billion from a group of commercial banks to provide the debt financing to consummate the merger and the refinancing of certain of the existing indebtedness of Tribune and related transactions.

~~On July 3, 2019, Nexstar Escrow completed the sale and issuance of its $1.120 billion 5.625% Notes due 2027 at par. Refer to Executive Summary—Debt Transactions above for additional information.~~

~~The remainder of the committed financing includes $3.740 billion in term loans for which we recently completed the pricing. We project to issue these loans simultaneously with the completion of~~ our ~~merger with Tribune.~~

~~On July 25, 2019, Nexstar’s~~ Board of Directors declared a quarterly cash dividend of ~~$0.45~~$0.56 per share of ~~its~~our Class A common stock. The dividend is payable on ~~August 23, 2019~~May 29, 2020 to stockholders of record on ~~August 9, 2019.~~May 15, 2020.

Our credit agreement contains a covenant which requires us 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 our combined results. The Mission ~~Marshall~~ and Shield amended credit agreements do not contain financial covenant ratio requirements but do provide for default in the event we do not comply with all covenants contained in our credit agreement. As of ~~June 30, 2019,~~March 31, 2020, we were in compliance with our financial covenant. We believe Nexstar, Mission, ~~Marshall,~~ and Shield will be able to maintain compliance with all covenants contained in the credit agreements governing their senior secured facilities and the indentures governing ~~the 6.125% Notes, the~~our 5.625% Notes due 2024 and ~~the 5.875%~~5.625% Notes due 2027 for a period of at least the next 12 months from ~~June 30, 2019.~~March 31, 2020.

As of ~~June 30, 2019,~~March 31, 2020, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

As of March 31, 2020, we have outstanding standby letters of credit with various financial institutions amounting to $23.7 million, of which $20.3 million was assumed from the 2019 Tribune acquisition primarily in support of the worker’s compensation insurance program. The outstanding balance of standby letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be available for withdrawal.

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and reported amounts of revenue and expenses during the period. On an ongoing basis, we evaluate our estimates, including those related to business acquisitions, goodwill and intangible assets, property and equipment, broadcast rights, retransmission compensation, pension and postretirement benefits, ~~trade~~ and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the effects of the COVID-19 pandemic on our estimates and assumptions, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Information with respect to the Company’s critical accounting policies which it believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Management believes that as of ~~June 30, 2019,~~March 31, 2020, there has been no material change to this information.

~~As discussed in Note 2, the Company adopted the FASB issued ASU No. 2016-02, Leases (Topic 842) and all related amendments.~~ ASC 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The Company adopted this standard effective January 1, 2019 using the optional transition method. As a result, financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 842. The standard had a material impact on the Company’s Condensed Consolidated Balance Sheets but did not impact its operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See Note 2 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for the Company’s updated accounting policy on leases.

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

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our other filings with the Securities and Exchange Commission. The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

The Company’s exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations. The Company’s exposure to market risk did not change materially since December 31, ~~2018.~~2019.

The term loan borrowings at ~~June 30, 2019~~March 31, 2020 under the Company’s senior secured credit facilities bear interest rates ranging from ~~3.90%~~2.99% to ~~4.65%~~3.74%, which represented the base rate, or the LIBOR plus the applicable margin, as defined. Interest is payable in accordance with the credit agreements.

If LIBOR were to increase by 100 basis points, or one percentage point, from its ~~June 30, 2019~~March 31, 2020 level, the Company’s annual interest expense would increase and cash flow from operations would decrease by approximately ~~$22.4~~$54.6 million, based on the outstanding balances of the Company’s senior secured credit facilities as of ~~June 30, 2019.~~March 31, 2020. An increase of 50 basis points in LIBOR would result in a ~~$11.2~~$27.3 million increase in annual interest expense and decrease in cash flow from operations. If LIBOR were to decrease either by 100 basis points or 50 basis points, the Company’s annual interest would decrease and cash flow from operations would increase by ~~$22.4~~$54.2 million and ~~$11.2~~$27.3 million, respectively. ~~The~~Since the onset of the COVID-19 pandemic, LIBOR has dropped significantly, and may be more volatile in the future, which could potentially impact our total interest expense. Our 5.625% Notes due 2024 ~~the 6.125%~~and 5.625% Notes ~~and the 5.875% Notes~~due 2027 are fixed rate debt obligations and therefore are not exposed to market interest rate changes. As of ~~June 30, 2019,~~March 31, 2020, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities.

We believe that the Company’s results of operations are not affected by moderate changes in the inflation rate. However, the COVID-19 pandemic has created great uncertainty about the path of the economy and society in the years ahead. Recent supply and demand shocks and dramatic changes in fiscal policy may lead to higher levels of inflation in future periods.

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

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

As of the quarter ended ~~June 30, 2019,~~March 31, 2020, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Nexstar has not experienced any significant impact to its internal controls over financial reporting despite the fact that most of its employees are working remotely due to the COVID-19 pandemic. Nexstar is continually monitoring and assessing the COVID-19 situation on its internal controls to minimize the impact on their design and operating effectiveness.

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.

~~On March 16, 2018, a group~~ See Part I, Item 1, Note 15, “Commitments and Contingencies” for detailed discussion of companies including Nexstar (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the 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. Other Defendants 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 DOJ filed an amended complaint adding Nexstar to the consent decree on December 13, 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 any 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 has 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 to monitor and report on compliance with the consent decree.

On July 30, 2018, Clay, Massey & Associates, PC filed an antitrust class action complaint in the U.S. District Court for the Northern District of Illinois on behalf of itself and all others similarly situated against Gray Television, Inc., Hearst Communications, Nexstar Media Group, Inc., Tegna Inc., Tribune Media Company and Sinclair Broadcast Group, Inc. The lawsuit alleges unlawful coordination between broadcast television station owners to artificially increase prices of television spot advertisements in violation of Section 1 of the Sherman Act (15 U.S.C. §1). Nexstar has since been named in 15 similar complaints.

~~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 June 5, 2019. Nexstar denies the allegations against it and will defend its advertising practices as necessary.ongoing litigation.

~~There are no material changes from~~The following risk factor is provided to supplement the risk factors previously disclosed under the heading “Risk Factors” in ~~Part I, Item 1A in our~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

The recent COVID-19 pandemic and other future pandemic and epidemic outbreaks could negatively impact Nexstar’s businesses, financial condition, results of operations, strategies, plans and stock price.

The recent global outbreak of the Coronavirus Disease (“COVID-19”), which has been declared as a “pandemic” by the World Health Organization, and the various attempts to contain it have created significant volatility, uncertainty and economic disruption. The outbreak and any preventative or protective actions that we or our customers and business partners currently take or may have to take in the future in respect of COVID-19 could potentially impact our operations, financial condition, results of operations, strategies, plans and stock price and the operations of our customers, affiliates, advertisers, production facilities, and vendors. For instance, in response to federal and state government mandates, health care advisories and employee and vendor concerns, we have altered certain aspects of our operations. Our workforce has had to spend a significant amount of time working from home, which impacts their productivity. Other business partners have similarly had their operations altered or temporarily suspended, including those business partners that we use for our operations as well as development, production and post-production of content. Given the uncertainty relating to COVID-19, we may have to take additional actions in the future, which cannot be predicted. To the extent the resulting economic disruption is severe, we could also see reduction in advertising and retransmission activities, or some vendors and business partners may go out of business, resulting in either delay in content production and/or increased costs. Such delay or increased costs may cause us to temporarily have less new content available on our platforms in subsequent quarters, which could negatively impact consumer demand for and subscriber retention of our services and the number of paid advertisers. Temporary or permanent shutdowns in production could result in asset impairments or other charges and will change the timing and amount of cash outflows associated with production activity.

The full extent to which the COVID-19 pandemic and the various responses to it impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope and impact of the pandemic; governmental, business and individual actions that have been and continue to be taken in response to the pandemic; the effect on our customers and customer demand for and ability to pay for our services; disruptions or restrictions on our employees’ ability to work and travel; interruptions or restrictions related to the provision of streaming services over the internet, including impacts on content delivery networks and streaming quality; and any stoppages, disruptions or increased costs associated with our development, production, post-production, marketing and distribution of original programming. If we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business operations, including content production, as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, business partners and stockholders. It is not clear what potential effects of any such alterations or modifications may have on our business, including the effects on our customers, suppliers or vendors, or on our financial results.

In addition to the potential direct impacts to our business, the global economy is likely to be significantly weakened as a result of the actions taken in response to COVID-19. To the extent that such a weakened global economy impacts consumers’ ability or willingness to pay for our services or vendors’ ability to provide services to us, especially those related to or that affecting our retransmission of content services and advertising, we could see our business and results of operation negatively impacted.

The potential effects of COVID-19 cannot be predicted in terms of duration, scope or impact and could intensify or otherwise affect many of our other risk factors that are contained in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and in subsequent filings with the Securities and Exchange Commission. The potential effects of any future pandemic and epidemic outbreaks cannot be predicated and may negatively impact Nexstar’s businesses, financial condition, results of operations, strategies, plans and stock price.

~~None.~~On April 26, 2018, Nexstar’s Board of Directors approved a $200 million increase in Nexstar’s share repurchase authorization to repurchase its Class A common stock. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.

The following is a summary of Nexstar’s repurchases of its Class A common stock by month during the quarter ended March 31, 2020:

As of March 31, 2020, we had a remaining balance of $84.2 million available under the April 2018 program.

The unaudited financial statements of Mission Broadcasting, Inc. as of June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018, as filed in Mission Broadcasting, Inc.’s Quarterly Report on Form 10-Q, are incorporated herein by reference.None.

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

Delaware		23-3083125
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

545 E. John Carpenter Freeway, Suite 700, Irving, Texas		75062
(Address of Principal Executive Offices)		(Zip Code)

				Page
PART I		FINANCIAL INFORMATION

ITEM 1.		Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019		1

		Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~		2

		Condensed Consolidated ~~Statements~~Statement of Changes in Stockholders’ Equity for the three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~		3

		~~Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2019 and 2018~~		4

		Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~		54

		Notes to Condensed Consolidated Financial Statements
	6Note 1: Organization and Business Operations		5
	Note 2: Summary of Significant Accounting Policies		5
	Note 3: Acquisitions and Dispositions		11
	Note 4: Intangible Assets and Goodwill		12
	Note 5: Assets Held for Sale		13
	Note 6: Investments		13
	Note 7: Accrued Expenses		14
	Note 8: Retirement and Post Retirement Plans		15
	Note 9: Debt		16
	Note 10: Leases		17
	Note 11: Fair Value Measurements		18
	Note 12: Common Stock		18
	Note 13: Income Taxes		19
	Note 14: FCC Regulatory Matters		19
	Note 15: Commitments and Contingencies		22
	Note 16: Segment Data		25
	Note 17: Condensed Consolidating Financial Information		26
	Note 18: Subsequent Events		32

ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		3533

ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk		4846

ITEM 4.		Controls and Procedures		4846

PART II		OTHER INFORMATION

ITEM 1.		Legal Proceedings		4947

ITEM 1A.		Risk Factors		4947

ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds		4948

ITEM 3.		Defaults Upon Senior Securities		4948

ITEM 4.		Mine Safety Disclosures		4948

ITEM 5.		Other Information		4948

ITEM 6.		Exhibits		5049

Service Agreements	Owner	Full Power Stations
TBA Only	Mission Broadcasting, Inc. ~~(“Mission”~~("Mission")	WFXP, KHMT and KFQX
LMA Only	WNAC, LLC	WNAC
	54 Broadcasting, Inc. (“54 Broadcasting”)	KNVA
SSA & JSA	Mission	KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY
	White Knight Broadcasting (“White Knight”)	WVLA, KFXK, KSHV
	Shield Media, LLC (“Shield”)	WXXA and WLAJ
	Vaughan Media, LLC (“Vaughan”)	WBDT, WYTV and KTKA
	~~Marshall~~	~~KLJB, KPEJ and KMSS~~
SSA Only	Tamer Media, LLC (“Tamer”)	KWBQ, KASY and KRWB

			ASC 842 Adoption Adjustments
			Present Value of Remaining Operating Lease		Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease ROU Assets
Impact on Consolidated Balance Sheets	December 31, 2018		Payments as of January 1, 2019		Net Favorable Leases			Deferred Rent			Other			Total Adjustments			January 1, 2019
Prepaid expenses and other current assets	$	22,673	$	-	$	-		$	-		$	(270	)	$	(270	)	$	22,403
Other intangible assets, net		1,491,923		-		(24,181	)		-			-			(24,181	)		1,467,742
Other noncurrent assets, net		125,272		98,887		24,181			(9,781	)		(720	)		112,567			237,839
Total assets		7,062,030		98,887		-			(9,781	)		(990	)		88,116			7,150,146
Other current liabilities		12,352		17,399		-			(1,645	)		(423	)		15,331			27,683
Other noncurrent liabilities		270,084		81,488		-			(8,136	)		(567	)		72,785			342,869
Total liabilities		5,193,046		98,887		-			(9,781	)		(990	)		88,116			5,281,162

Assets acquired
Broadcast rights	$	3,693
Property and equipment		20,380
FCC licenses		15,300
Network affiliation agreements		18,400
Goodwill		3,300
Other intangible assets		5,620
Total assets acquired		66,693
Less: Broadcast rights payable		(3,693	)
Total asset acquired	$	63,000


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


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

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐		~~Emerging growth company~~	☐

	March 31, 2020		December 31, 2019
Equity method investments	$	1,316,466	$	1,471,866
Other equity investments		5,729		5,487
Total investments	$	1,322,195	$	1,477,353

	Three Months Ended					Six Months Ended
	June 30, 2018					June 30, 2018
	Pension Benefits			OPEB		Pension Benefits			OPEB
Interest cost	$	3,350		$	150	$	6,700		$	300
Expected return on plan assets		(6,450	)		-		(12,900	)		-
Net periodic benefit (income) cost	$	(3,100	)	$	150	$	(6,200	)	$	300

	March 31, 2020			December 31, 2019
Term loans	$	5,457,376		$	5,914,703
5.625% Senior unsecured notes due 2024		900,000			900,000
5.625% Senior unsecured notes due 2027		1,785,000			1,785,000
Total outstanding principal		8,142,376			8,599,703
Less: unamortized financing costs and discount - Term Loans		(92,590	)		(104,281	)
Less: unamortized financing costs and discount - 5.625% Notes due 2024		(9,478	)		(9,955	)
Less: unamortized financing costs and premium - 5.625% Notes due 2027		6,555			7,121
Total outstanding debt		8,046,863			8,492,588
Less: current portion		(56,228	)		(109,310	)
Long-term debt, net of current portion	$	7,990,635		$	8,383,278

	June 30, 2019				December 31, 2018
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Term loans⁽¹⁾	$	2,210,962	$	2,215,451	$	2,407,490	$	2,389,439
Revolving loans⁽¹⁾		5,628		5,593		5,628		5,528
6.125% Senior unsecured notes⁽²⁾		273,673		278,438		273,444		275,688
5.875% Senior unsecured notes⁽²⁾		405,342		409,000		406,233		397,000
5.625% Senior unsecured notes⁽²⁾		889,113		929,250		888,208		837,000

Six Months Ended June 30, 2019	Broadcast		Other			Consolidated
Net revenue	$	1,221,078	$	54,581		$	1,275,659
Depreciation		49,049		6,478			55,527
Amortization of intangible assets		61,615		11,480			73,095
Income (loss) from operations		360,593		(83,575	)		277,018

As of March 31, 2020	Broadcast		Other		Consolidated
Goodwill	$	2,879,748	$	-	$	2,879,748
Assets		12,330,096		1,245,341		13,575,437

Six Months Ended June 30, 2018	Broadcast		Other			Consolidated
Net revenue	$	1,199,873	$	75,786		$	1,275,659
Depreciation		42,361		8,543			50,904
Amortization of intangible assets		63,929		9,554			73,483
Income (loss) from operations		360,110		(68,000	)		292,110

As of June 30, 2019	Broadcast		Other		Consolidated
Goodwill	$	2,123,935	$	42,475	$	2,166,410
Assets		6,673,782		357,753		7,031,535

					Total Number of Shares		Approximate Dollar Value
					Purchased as Part of		of Shares That May Yet Be
	Total Number		Average Price		Publicly Announced		Purchased Under the
	of Shares Purchased		Paid per Share		Plans or Programs		Plans or Programs
March 4-5, 2020		130,000	$	107.43		130,000		142,803,460
March 6-20, 2020		820,000	$	71.47		820,000		84,201,742
		950,000	$	76.39		950,000

Exhibit No.		Description
~~1.1~~		Purchase Agreement, by and among Nexstar Escrow, Inc. and BofA Securities, Inc., acting on behalf of itself and the several initial purchasers named in Schedule I-A thereto, dated June 19, 2019 (Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 20, 2019).
2.1	Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc. and TEGNA Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 26, 2019).
2.2		Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Scripps Media, Inc. and Scripps Broadcasting Holdings, LLC. (Incorporated by reference to Exhibit ~~2.1~~2.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 26, 2019).
~~4.1~~	Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on July 3, 2019).
~~4.2~~	~~Form of Senior Note (included in Exhibit 4.1)~~
10.1		Amendment to Executive Employment Agreement, dated as of January 15, 2019 between Perry A. Sook and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 22, 2019).
~~10.2~~10.87		Amendment, dated as of November 15, 2019, to November 29, 2011 Stock Option Agreement by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar Broadcasting, Inc.*
10.88		Nexstar Media Group, Inc. ~~2019 Long-Term Equity Incentive Plan (included as Annex A to Nexstar Media Group, Inc.~~’s ~~Definitive Proxy Statement on Schedule 14A filed with the SEC on April 26, 2019 and incorporated herein by reference).~~Restricted Stock Unit Agreement Form
~~10.3~~	~~KJTL Amendment to Agreement for Sale of Commercial Time between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (May 31, 2019)~~.*
~~10.4~~	KCIT Amendment to Agreement for Sale of Commercial Time between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (April 30, 2019)*
31.1		Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Thomas E. Carter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
32.2		Certification of Thomas E. Carter pursuant to 18 U.S.C. ss. 1350.*
101		The Company’s unaudited Condensed Consolidated Financial Statements and related Notes for the quarter ended ~~June 30, 2019~~March 31, 2020 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

NEXSTAR MEDIA GROUP, INC.

		/S/ PERRY A. SOOK
By:		Perry A. Sook
Its:		President and Chief Executive Officer (Principal Executive Officer)

		/S/ THOMAS E. CARTER
By:		Thomas E. Carter
Its:		Chief Financial Officer (Principal Accounting and Financial Officer)