Presentation:.

Good day, and welcome to Nexstar Media Group's 2018 Fourth Quarter Conference Call. Today's conference is being recorded. I would now like to turn the conference over to Joe Jaffoni, Investor Relations. Please go ahead sir..

Good morning. Thank you for joining Nexstar's 2018 fourth quarter conference call. Statements and comments made by management during today's call may include forward-looking statements. Nexstar has based these forward-looking statements on its current expectations and projections about future events.

Forward-looking statements include information preceded by, followed by, or that includes the words guidance, beliefs, expects, anticipates, could or similar expressions. For these statements, Nexstar claims the protection of the Safe Harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

The forward-looking statements contained in today's call concerning among other things, the ultimate outcome and benefits of the announced transaction between Nexstar and Tribune Media and timing thereof and future financial performance including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors including the timing of and any potential delay in consummating the proposed transaction; the risks that are conditioned to closing of the proposed transaction may not be satisfied and the transaction may not close, the risk that a regulatory approval that may be required for the proposed transaction is delayed is not obtained or is obtained subject to conditions that are not anticipated; the impact of change in national and regional economies; Nexstar's ability to service and refinance outstanding debt; successful integration of Tribune Media, including achievement of synergies and cost reductions; pricing fluctuations in local and national advertising; future regulatory actions and conditions in the television stations' operating areas; competition from others in the broadcast television markets served by Nexstar; volatility and programming costs; the effects of government regulation of broadcasting; industry consolidation; technological developments; and major world news events.

Unless required by law, Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in today's communication may not occur.

You should not place undue reliance on these forward-looking statements, which speak only of this date of this release. For more information or details on factors that could affect these expectations, please see Nexstar's filings with the Securities and Exchange Commission. Thank you for your patience with that.

And it's now my pleasure to turn the conference over to your host, Nexstar's Chairman President and CEO, Perry Sook.

Perry?.

Thank you, Joe. Good morning, everyone, and thank you for joining Tom Carter, our Chief Financial Officer and me, today to review Nexstar's record financial performance and our outlook for 2018/2019.

With our record fourth quarter and full year 2018 financial results, the December announcement of the Tribune Media transaction and our immediate work on the regulatory approval process and the development of our post-closing plans, it's been an active and productive time here at Nexstar.

We believe what we've accomplished since the closing of the Media General transaction is an important guide for what we will achieve as we move toward the closing of the Tribune transaction expected later this year. Nexstar had an outstanding 2018.

Our strong fourth quarter and full year operating results, mark our seventh consecutive year of record financial performance with all of our key metrics from net revenue to free cash flow, growing at double-digit rates and coming in at the highest levels in the company's history for both the three and the 12-month periods.

The 22.1% rise in fourth quarter net revenue and nearly 100% increase in operating income highlight the ongoing value of our strategies focused on leveraging our local content and community involvement to generate record shares of political spending in our markets as well as continued distribution and digital revenue growth.

Our ability to capture historic levels of mid-term election spending in our markets combined with the strong operating leverage in our business model drove our record fourth quarter -- a record fourth quarter BCF, adjusted EBITDA and free cash flow.

For the full year, our enterprise-wide focus on managing operations for current and future cash flow enabled us to generate free cash flow of $692.7 million or about $15.20 per share, representing approximately a 31% growth over 2017 levels.

By comparison, if you look back at the 2016 presidential election year and prior to the completion of the Media General transaction, Nexstar generated approximately $7.97 in free cash flow per share. So in just two years, we've grown that important metric by approximately 91%.

In 2018, we brought about $0.25 of every net revenue dollar to the free cash flow line, allowing us to invest in our people, our local media platform and our complementary accretive acquisitions, while at the same time reducing net debt by approximately $400 million and returning over $120 million to shareholders in the form of share repurchases and dividends.

I will do give a quick review of the quarterly highlights and then review some of the transaction initiatives underway, after which, Tom will go through the financials, including an update on our cap structure, 2019 expectations and other items of interest for those of you on the call.

Again Nexstar's record fourth quarter financial results highlight our ability to maximize the political revenue opportunity in our markets, as we continue to build new-to-television ad revenue and grow retransmission consent revenue, also combined with the ongoing benefits of our management and operating disciplines.

22.1% rise in fourth quarter net revenue resulted in BCF growth of 57%, adjusted EBITDA growth of 57.3% and free cash flow growth of 62.1%.

In total, Nexstar's fourth quarter core local and national television ad revenue were down a little over 1% at $4.7 million, that's all related to a heavy allocation of inventory to political as we booked over $140 million in political in Q4 or $127 million more than 2017.

As expected, local and national ad revenue strengthened as we moved through Q4 and they remain up on a year-over-year basis in the 2019 period to date. November and December were the strongest months of 2018 for core advertising revenue when excluding February, which benefited from the Super Bowl and Olympics-related spending.

In Q4 of 2018, we generated increased ad revenue in three of our top five categories and five of our top 10 overall. Core revenue continues to reflect healthy levels of new business with Q4 new-to-television ad revenue of $16.3 million, which is a 15.6% rise over the prior year.

Reflecting our expanded platform and presence in states with contested elections, we generated solid results in the political ad category in markets like Las Vegas, Tampa, Portland and Grand Rapids to name a few with a diversified mix from the House, the gubernatorial and senate candidates as well as healthy contributions from PAC and issue spending.

Nexstar's fourth quarter television ad revenue growth was complemented by the combined fourth quarter retransmission and digital media revenue growth of 10.5% to a combined total of $349.6 million in the fourth quarter and we grew 13.1% to $1.4 billion for the full year, marking the first time in the company's history that this combined distribution in digital metric has exceeded total television advertising revenue on an annual basis.

Overall, the year-over-year increase in fourth quarter and full year non-television advertising revenue reflects renewals of distribution agreements with MVPDs and initial contributions from distribution agreements with OTT providers and the early 2018 accretive acquisition of LKQD as well as organic growth across our profitable digital operations.

Reflecting the ongoing benefits of our revenue diversification strategies and considering the magnitude of the Q4 2018 political revenue, total fourth quarter retransmission fee and digital media revenue, represented 43.8% of our fourth quarter net revenue, compared to 40.7% of total net revenue in 2016, the last even-year political quarter.

At $284.5 million in the quarter, retransmission fee revenue reached the highest-ever level for a quarter in the company's history and we expect our long-term distribution revenue growth to continue at a double-digit pace.

We continue to see consistency in pay television subscriber levels in our markets with now meaningful growth in OTT subs for which we are beginning to be compensated.

With the renewal of retransmission consent agreements representing approximately 10% of our subscriber base in 2018 and approximately 70% in 2019, continued revenue growth from this source remains highly visible for 2019 and beyond.

And given the after-acquired clauses in our retransmission consent agreements once we complete the transaction, the Tribune stations are immediate party to our distribution agreements and our rates.

On Tribune with our long-term strategic focus on completing accretive transactions to enhance our overall competitive position, we were delighted to announce in December our definitive agreement to acquire Tribune for $6.4 billion in an accretive all-cash transaction.

Upon closing, Nexstar will be the largest local television group in the United States and one of the nation's leading providers of local news, entertainment, sports, lifestyle and network programming across all devices.

Importantly, we have approached this transaction just as we did when we acquired Media General, namely we've identified and planned to divest certain television stations necessary to obtain FCC and other regulatory approvals, which we believe will allow us to close the transaction sometime in third quarter of 2019.

This transaction highlights Nexstar's role as the industry's leading consolidator and represents the culmination of over a year and half of work. The proposed transaction is a strategically and financially compelling growth opportunity that further expands our geographic diversity and our audience reach.

With 216 combined post-divestiture television stations in 118 markets and rapidly growing digital media operations, Nexstar will offer superior and great engagement across all devices and influence on consumers purchasing decisions that will be unrivaled by other media, including now large-scale digital companies.

Pro forma for the completion of the transaction, we will serve 15 of the nation's top 25 markets and 34 of the top 50 markets. And by adding Tribune, we will increase our audience reach by approximately 50% from 26% to 39% of U.S.

television households, reflecting the FCC's UHF discount and that audience reach is pro forma for the anticipated divestitures. Pro forma for the completion of the transaction, Nexstar will generate approximately $900 million in average annual free cash flow pro forma for the 2018-2019 cycle.

That anticipated 46% free cash flow accretion afforded by the transaction relative to our last guide of $615 million for the average annual free cash flow in 2018-2019 clearly surpasses our stated criteria of evaluating strategic growth opportunities against the opportunity to repurchase our own shares.

Upon closing, we intend to allocate our free cash flow to rapid leverage reduction as well as the increased return of capital to shareholders and allow us to make additional investments in our business to improve our service to viewers and advertisers.

Notably, we expect our net leverage ratio to approximate 5.3 times at the closing of the transaction and to decline to approximately four times by the end of 2020.

In fact, in the slightly more than two years since we closed Media General, we have, as expected, reduced our opening leverage from 5.5 times at the closing of the transaction to 3.69 times at 2018 year-end. So, our vigilance with respect to managing leverage is obviously well documented.

As with our past acquisitions, we've developed a comprehensive regulatory compliance plan for required station divestitures and a detailed integration plan that will resolve in significant synergy realization. Nexstar has committed financing for the transaction and has made all required FCC and other regulatory applications.

And as you likely read in the press, Nexstar and Tribune are actively engaged in the process of reviewing our plan divestiture stations with respect to purchasers. We've also embarked on a battery of station due diligence visits with more to come even this week.

And based on these meetings, our corporate management team and our executive team are refining our strategic plans for each station and business unit to ensure they operate with Nexstar's proven disciplines and adopt and implement best practices enterprise-wide post closing.

The common core principles underlying the Tribune transaction and the Media General deals completed in -- the Media General deal which we completed in January of 2017 is that they both represent further steps along our path of growing our local marketing and content platform and free cash flow through accretive acquisitions.

Our growth has been rapid yet measured in each of our transactions. And while we met or exceeded our synergy targets, we've also improved operations in margin significantly and we've reduced the purchase multiple to what we acquired going in.

Importantly, with our track record of significant post-transaction synergy realization and the organic growth in front of us, including significant upcoming distribution renewals, as well as the 2020 presidential election and the continued growth of our digital platform, Nexstar will be posed for rapid leverage reduction and increased capital returns for shareholders and will be one of the nation's preeminent local and national brand builders.

Nexstar will offer brands and advertisers a deep and truly diversified local marketing and content platform, allowing us to compete even more aggressively in the dynamic and rapidly converging advertising markets.

And as an industry leader, with the portfolio of premier stations and digital assets, a strong balance sheet and attractive weighted average cost of capital and significant free cash flow and free cash flow growth, we are also extremely well-positioned to continue to build value for our shareholders.

In January, we announced a 20% increase in the amount of our quarterly cash dividend, marking our sixth annual consecutive rise in our cash dividend.

With the annual dividend rate now at $1.80 per share, approximately 45.6 million Nexstar Media Group shareholders and our $900 million of pro forma average free annual cash flow in 2018-2019, we'll be in a sweet spot for deleveraging as well as other shareholder friendly initiatives as I said.

With that, let me turn the call over to Tom Carter who I'd like to acknowledge for his insights, his vision and his tireless efforts as we move toward the execution of our definitive agreements with Tribune, as well as the financing package.

Tom?.

Thanks, Perry and good morning everybody. I'll start with a review of Nexstar's Q4 income statement and balance sheet data after which I'll provide an update on our capital structure and some points of guidance. To start, as noted previously effective 01/01 of 2018, the Company adopted the new revenue accounting guidance issued by FASB.

As a result, beginning on 01/01 of 2018, the Company presents local, national digital and political revenues net of their related agency commissions. This morning's release also provided the 2017, Q4 and year-to-date local, national and political revenue comps adjusted to net out the sales commissions.

In addition, we no longer recognize barter revenue and barter expense related to the exchange of advertising time for certain program materials. These changes don't impact the Company's past or future income from operations, net income, BCF, adjusted EBITDA or free cash flow.

Also effective at the beginning of 2018, the Company adopted an accounting standards update which requires pension and other post-retirement plans cost or credit other than service cost to be presented outside of income from operations.

Thus the income from operations during the three and 12 months ended 12/31/2018 was decreased by a pension -- I'm sorry -- 12/31/2017 was decreased by a pension and other post-retirement credit of $4.2 million and $13.1 million, respectively. And I'm pleased to say that's the last time I'll have to remind everyone of those accounting changes.

Now turning to the Q4 income statement. Net revenues were $798 million which was a 22% increase over the same fourth quarter -- over the same period the previous year fourth quarter of 2017.

Total television ad revenue local national political was up almost 39% to $438 million with local revenue down 1.5% to $216 million and national revenue at $81.9 million which was down 1.8%.

Political revenue, as Perry mentioned, was a record high of $140.2 million for the fourth quarter, which is up over 1000% over the same period in 2017 and digital revenues were up approximately 3%.

Profitability metrics across the board were records with broadcast cash flow of approximately $380 million, adjusted EBITDA before one-time expenses of $358 million, and free cash flow before one-time expenses of approximately $255 million.

On a same-station basis, our results were very comparable to the 2017/2018 reported results, with net revenue up approximately 22%, total television ad revenue on a same-station basis up 38%. Local revenue on a same-station basis was down 2% as was national revenue, and digital revenues were up 3%.

Retransmission fee revenues on a same-station basis were very much comparable to the actual reported results and were up 12%. As Perry mentioned, we recorded net political revenue of $140 million in the quarter which exceeded our net political guidance for the full year.

And to further emphasize the strength of the election spending in our markets during 2018 mid-terms, full year same-station political ad revenue came in 50% higher than the comparable 2014 period and 38% higher than the 2016 presidential election cycle.

Fourth quarter non-television advertising revenue increased 10.5%, including 12.3% in retransmission fee revenues and 3.3% in rise of digital revenues.

While full year digital revenues were up 15.2%, fourth quarter was impacted by timing issues related to the implementation of the prior updates of our technology platform to comply with GDPR and authorized dealer/seller -- digital seller specifications, as well as rebranding and consolidation of certain digital businesses to focus on profitability.

During the fourth quarters of 2018 and 2017, we recorded non-cash impairment charges of $19.9 million and $20 million respectively, relating to goodwill and intangible assets of our digital businesses, including the last of the goodwill write-downs from legacy Media General assets.

Fourth quarter station direct operating expenses, net of trade expense, rose 5.5% primarily reflecting the growth in broadcast ad sales, as well as budget increase in network affiliation expense and expenses from LKQD. Same-station fixed expenses, including programming expenses, were down 1.3% year-over-year.

The 7.9% rise in fourth quarter G&A expense primarily reflects higher variable costs relating to the higher political revenues and our previously disclosed reclassification of certain digital administrative expenses to corporate expense.

Nexstar's fourth quarter corporate expense was in line with our expectations at 20.9 -- $29.5 million inclusive of $8.5 million in stock-based compensation and $5.5 million of one-time transaction costs relating to the Tribune merger.

This was largely in line with our guidance for the fourth quarter recurring cash overhead, exclusive of stock comp of approximately $18 million to $19 million.

Overall, our significant fourth quarter revenue growth combined with ongoing expense management resulted in substantial increases in fourth quarter BCF and adjusted EBITDA margins which rose to 47.6% and 44.2% respectively.

Looking ahead to the 2019 first quarter, we project recurring corporate overhead of approximately $20 million inclusive of -- exclusive of stock comp and Tribune-related transaction expenses.

Non-cash compensation is to be -- is projected to be approximately $7 million for the quarter and $37 million for the year, reflecting anticipated issuance of new equity incentive awards later this year.

Cash transaction expenses primarily severance and success-oriented fees cannot be capitalized -- that cannot be capitalized are expected to be approximately $5 million to $7 million during the first quarter. Turning to balance sheet, I'll review a couple of key items at 12/31/2018.

Total net leverage at that date was 3.69 times, which compares to 4.23 at the end of Q3 and 5.07 at the end of fourth quarter -- Q4 of 2017. Covenant first-lien leverage was 2.11 versus a covenant of 4.25, which compares to 2.59 at the end of Q3 2018 and 3.20 at the end of Q4 2017.

Our outstanding debt associated with the balance sheet amounted first-lien debt of $2.4 billion comprised of the term loans with a decrease from September 30 reflecting an additional $167 million in payments on the term loans in Q4 with cash from operations.

Our three outstanding bond issues the 6.125%, the 5.875% and the 5.625% remain outstanding at approximately $1.5 billion in total outstandings. Net debt at 12/31/18 amounted to approximately $3.84 billion compared to $4.25 billion a year ago and $4.7 billion in January of 2017 when we closed the MEG transaction.

Thus we quickly reduced debt by approximately $850 million since the closing of the Media General transaction through eight quarters of operation even as we've allocated capital to serve other shareholder-enhancement initiatives.

As you will see in the 10-K, which is expected to be filed this evening, subsequent to quarter-end we made additional principal payments of approximately $10 million and through the 13-month period ended January 31, 2019 $412 million in total debt repayments.

We anticipate making additional principal payments on the senior facility over the next several months. In line with Nexstar's focus on actively managing our capital structure and cost of capital, we closed on the $2.7 billion re-pricing our outstanding senior secured term facilities early in 4Q.

The new terms represent a 25 basis point interest rate reduction compared to the company's prior senior secured term loans and revolving credit facilities, resulting in approximately a $7 million reduction in the company's annual interest expense, increasing net income and free cash flow by approximately $5 million on an annualized basis.

As it relates to our funding of the pending acquisition of Tribune Media, we intend to be opportunistic in tapping the markets and have a $6.4 billion committed financing facility initially provided by Bank of America Merrill Lynch, Credit Suisse and Deutsche Bank to fund the transaction's cash consideration.

Similar to our previous transaction, our intention to that is to have pro forma capital structure reflect a proper balance of fixed and floating debt and attractive weighted average cost of capital with prepayment and refinancing flexibility.

At closing, which is anticipated in 3Q of 2019, we expect our net leverage to be approximately 5.3 times on an L8QA adjusted EBITDA basis after giving effective to the transaction, the occurrence of that transaction expenses anticipated first year synergies of $160 million and net of the divestiture proceeds.

With the free cash flow generated for base operations, we expect Nexstar's net leverage to decline to the four times range by the end of 2020.

We remain committed to applying our growing free cash flow to drive shareholder returns and our record 2018 results including full year cash flow of $693 million, enabled us to remain opportunistically active in taking action to enhance shareholder value through the year with our total return of capital and leverage reduction activities amounting to approximately $521 million including net debt reduction of $400 million, dividend payments of approximately $70 million and share repurchases of approximately $50 million.

In addition, we funded the $120 million accretive acquisitions in the digital and television space during the year. Fourth quarter total interest expense approximated $53.9 million compared to $52.7 million in the prior year's period, while cash interest expense was $51.8 million compared to $50 million in the prior year.

We expect cash interest expense to approximately $50 million in Q1 of 2019. In Q4, we had operating cash taxes of approximately $32.7 million compared to $7 million of cash taxes in Q4 of 2017.

Full year operating cash taxes were approximately $90 million including a net payment of $1.1 million relating to tax liabilities in an assumed acquisition and came in slightly below our full year guidance of approximately $100 million.

We expect operating cash taxes to amount to between $110 million and $115 million for the year and $20 million for Q1 of 2019.

Nexstar's CapEx for the quarter totaled $42 million of which $28.6 million was related to station infrastructure investments, our platform programming digital operations, with the remaining $13.3 million for station spectrum repack and relinquishment of spectrum costs, which are fully reimbursable.

Through 12/31 of 2018, we have spent $29.7 million included in CapEx of which $29 million has been reimbursed as it relates to the income statement both relating to the spectrum repack. We expect CapEx in Q1 of 2019 to approximately $20 million with an additional amount for repack CapEx.

Our Q4 cash flow was approximately $250 million, inclusive of the impact of $5.5 million of one-time transaction expenses and this compares with consensus' estimates of approximately $230 million.

With 2017/2018 average annual free cash flow of over $610 million before one-time expenses and projected to be slightly higher on a 2018/2019 basis our near and long-term path to growth and enhancement of shareholder value remains on plan.

As it relates to management's focus on free cash flow generation, our record 2018 and positive outlook for Nexstar Media Group will follow the approach we've successfully deployed in terms of building the top line, maintaining close control of fixed and variable costs, and optimizing the balance sheet and capital structure.

The plan will continue to support our goals of generating significant free cash flow, while allowing us to reduce leverage, pursue additional selective accretive acquisitions, pay dividends, repurchase shares and take other actions that can enhance shareholder value.

Our focus on free cash flow is a key driver of our attraction to the Tribune assets and the value we can create by combining the companies.

As Perry noted, we expect the transaction to result in approximately $900 million of average annual free cash flow in the 2018/2019 cycle or 46% more than our last guidance for Nexstar -- for legacy Nexstar of $615 million of annual free cash flow in the same period.

All of our pre-Tribune merger activities and due diligence continues to support our $900 million, or $19.50 a share of free cash flow, but we recognize that our analysts and others continue to model Nexstar's standalone in the periods leading up to the Tribune closing later this year.

As such, we reiterate the $900 million Tribune guidance and remind you that the two variables related to Tribune that we are aggressively working on every day are the divestitures and the financing and we look forward to reporting to you as we finalize those items.

Now I'll provide some guidance points for Nexstar's standalone over the next two years. First, as I mentioned before, we reiterate our guidance on 2018/2019 cycle of approximately $615 million per year, or $13.40.

Rolling that forward, today we're establishing guidance for our average annual free cash flow in the 2019/2020 cycle of approximately $660 million, or $14.40 a share, or $1 more than the prior guidance. The 2019 guidance assumes that core advertising is up slightly in 2019 versus 2018, the trend that we have seen since the November post election.

Our guidance assumes that net political revenue in 2019 will decline almost $220 million compared to the 2018 period. With respect to the potential for early primary spending later this year, we're using historical data and not at this time forecasting anything in the way of material changes from past pre-presidential election cycle revenues.

As we have indicated previously retrans and digital revenues will both grow low double digits in 2019 over 2018 levels and again, we have a high percentage of renewals at the end of this year which will show up in our 2020 retrans growth. 2020 of course will be a political year.

So we're -- we'll see the same type of inventory management we successfully exercised in 2018 to maximize this revenue opportunity. I'm not going to provide guidance for 2020 core because it's just too far out and our sites will be based on driving political dollars in that year.

In summary, Nexstar is executing well on all functions including operations, integration, synergy realization, capital structure and service to our communities. Our disciplines in these areas have driven successful growth as well as consistency and visibility in our results.

With our financial results and the value expected to derive from our pending accretive merger with Tribune Media, we continue to believe we have forged a clear path for the continued near and long-term enhancement of shareholder value.

As such, we're excited about our guidance for pro forma and annual average free cash flow in the 2018-2019 cycle of $900 million for the post-Tribune merger at approximately $19.50 per share per year.

Our long-term experience in integrating acquired access -- assets and our success over the last eight quarters and outperforming our synergy targets and driving other operating efficiencies related to the transaction of the Media General operations will serve us well as we add Tribune Media to our operating base upon closing this year.

That concludes the financial review. And now I'll turn the call back over to Perry for some closing remarks before Q&A..

Thanks very much Tom. In the almost 23 years since Nexstar was founded, we remain true to our mission to deliver premium local programming and content as well as advertising solutions at the local level, now with the growing scale for advertisers as well as political campaigns.

This focus is proven to be a good business for Nexstar as it consistently has positioned us to continue to invest in our business as well as reducing leverage and aggressively returning capital to shareholders and building shareholder value.

Consumers brand awareness and purchasing decisions are every bit as strong if not stronger at the local level where businesses operate and transactions take place.

Local diversified media companies like ours are uniquely positioned to thrive in the today's multiplatform world because we provide superior local content that is unique and relative to each of the local communities that we serve across the U.S.

while operating local businesses, advertisers and brands unparalleled 24/7 marketing opportunities across all screens and all devices.

At the same time, our development of complementary retrans and digital revenue streams have materially diversified our revenue mix and we continue to focus on implementing new standards and technologies to monetize the unrivaled reach, trust and influence of our leading local platform.

The fourth quarter marked a strong end to a record year of financial performance for Nexstar as well as the beginning of what we expect to be a tremendous period of growth for the company with our pending acquisition of Tribune Media.

As we begin to benefit from initial contributions from Tribune later this year as well as the continued double-digit growth of combined retransmission and digital revenue and a large number of distribution contract renewals up at the end of the year and what many expect to be a very substantial and possibly unprecedented spending level related to the 2020 presidential election cycle, we have excellent visibility to delivering on or exceeding our free cash flow targets and a clear path for the continued near and long-term enhancement of shareholder value through our commitment to localism, innovation and growth.

With that I'd like to turn the call over to our operator to express and hear from you as to your specific areas of interest.

Operator?.

[Operator Instructions] The first question will come from Marci Ryvicker with Wolfe Research. Please go ahead..

Thank you. I'm surprised by the core guide for 2019.

So curious what's driving positive core? Is this Nexstar specific? Is it just an overall better environment? Is it a contribution from auto? Or is it growing in spite of auto?.

I would say it's a little bit of all of the above Marci. We budget conservatively for core growth this year, but I would say the absence of political has inventory back into our base that we can resell to local advertisers. Automotive is better than what we saw ending the Q4 period and 2018 and I think it's just a combination of things.

I think at Main Street there is a pretty good level of confidence in the economy and so we're also beating the business for new business. So I think it's a combination of things that are driving the growth. And with January and February in the books, we are over budget on core -- our core revenue budgets for this year.

And obviously in February we budgeted down because of the Olympics last year, but we have exceeded our goals in the first two months of the year, small sample size, but it's the beginning of a streak..

Got it. In terms of the Tribune deal, I have a couple of questions. It feels like you're still on part of close in Q3 despite the government shutdown. I assume that means that conversations with the regulators are going well.

And then can you also update us on the timing of station divestitures? Is that forthcoming in the next couple of weeks?.

Sure. The station divestiture process is robust. There are a number of participants that are moving forward and have advanced into our next round. We do anticipate being in a position to announce the divestiture buyers and stations and markets and all of those details by the end of the quarter and maybe a little sooner than that..

Got it.

Any conversation with the FCC or DOJ anything you can comment on?.

No other than we have made a commitment that we will deliver to them a "clean transaction." We won't be asking for any waivers of any existing regulations and we're keeping our eye on the prize of closing the big deal..

Got it. And then last question.

Does your net leverage or any commentary on synergies related to Tribune include the real estate sales coming from Tribune?.

Not in 2019, but in 2020. And really all it is, is a -- that it would be a cash inflow and a debt reduction because the economics of the real estate really don't materially affect the EBITDA of Tribune in our view..

Got it. Thank you so much..

Thank you. The next question will come from Dan Kurnos with Benchmark. Please go ahead..

Yeah, good morning, heck of a quarter guys. Just quickly to go back on the core, I think the bigger surprise in the quarter was Q4 core strength. Perry, you talked about November and December being particularly strong and we're kind of trying to do the math or crowd out.

I know it's never really a clean number, but if you could give us a sense of kind of what December was up? And kind of what you think sort of ex crowd out Q4 look like that would be helpful?.

Well I can tell you core December was up mid-single digit and the crowd-out thing is almost impossible to quantify because the last passenger on the plane pays the highest rate. So some of the political rates were multiples of what regular advertisers pay on a 52-week basis.

So it's hard -- you would have to assume a static demand quarter-over-quarter, year-over-year and of course that's not the case.

So I hesitate the comment on that because I wouldn't want to lead you down and exit ramp that goes nowhere, but we did see mid-single growth in core and as I look at Q1 core revenue, again with the comparison of February out of the mix, if I look at January and March taken together it's a mid-single-digit pacing increase on core business right now..

Perfect. That's really helpful. And then obviously you had a bit of a protracting negotiation with TDS which got resolved. I know you guys talked about a pretty healthy retrans outlook.

I don't know if those negotiations are getting any more contentious, but it doesn't sound like your outlook has been changed, but if you care to comment on sort of the landscape that you're seeing there?.

There is a deal of contention in every negotiation and ultimately a constructive conversation. So I don't think that -- certainly we feel that this is a business and a revenue stream that we pioneered that we pay a lot of attention to it, treat it with respect and do a lot of planning and analysis before we begin the negotiations.

So I -- the outage is the exception rather than the rule if you look at our track record here and I don't think that 2019 renewals will be any different from that from where we sit today..

Great, and then just last Tom, I don't know if I maybe misheard you, but you said retrans up double digits.

I'm assuming that was gross as your outlook -- your guys outlook changed at all for net for this year or next?.

Tom Carter:.

Dan Kurnos:.

Tom Carter:.

Dan Kurnos:.

Thank you for the question. The next question will come from David Joyce with Evercore. Please go ahead..

David Joyce:.

Perry Sook:.

David Joyce:.

Thank you for the question. The next question will come from Kyle Evans with Stephens. Please go ahead..

Kyle Evans:.

Tom Carter:.

Perry Sook:.

Kyle Evans:.

Perry Sook:.

Kyle Evans:.

Perry Sook:.

Kyle Evans:.

Thank you for the question. The next question will come from Zack Silver with B. Riley FBR. Please go ahead..

Zack Silver:.

Perry Sook:.

Zack Silver:.

Perry Sook:.

Zack Silver:.

Thank you for your question. The next question will come from Craig Huber with Huber Research Partners. Please go ahead..

Craig Huber:.

Perry Sook:.

Craig Huber:.

Perry Sook:.

Tim Busch:.

Perry Sook:.

Craig Huber:.

Tom Carter:.

Craig Huber:.

Tom Carter:.

Perry Sook:.

Craig Huber:.

Perry Sook:.

Craig Huber:.

Tom Carter:.

Craig Huber:.

Thank you. The next question will come from Steven Cahall with Royal Bank of Canada. Please go ahead..

Steven Cahall:.

Perry Sook:.

Tim Busch:.

Perry Sook:.

Tom Carter:.

Thank you for the question. We have a question from Jim Goss with Barrington Research. Please go ahead..

Jim Goss:.

Perry Sook:.

Thank you. The next question will come from Barton Crockett with BCS Stocks [ph]. Please go ahead..

Unidentified Analyst:.

Perry Sook:.

Thank you. The next question will come from Ryan Vaughan with Needham. Please go ahead..

Hi Tom and Perry, thanks for taking my question. Just Tom, you mentioned the -- I'm sorry Perry you mentioned that the $10 billion or $11 billion. I actually have a retrans question for you. So you've talked about double-digit growth for years to come.

I'm just curious how do you think about that? Whether it's coming from virtual MVPD sub growth? Or is it the distribution options with the pricing expense? Or is it coming from some of the lower viewership channels that are getting bumped off certain packages fully recognized in the bigger picture that broadcast is under earning relative to what cable is getting today? This is a big picture question there..

Yes if you look at 2019, the estimate is that total distribution payments are $50 billion and we're getting, let's call it $10 billion or $11 billion. So we're somewhere between 20%, 22% of the pie and that's for all television stations in aggregate. And all television stations in aggregate typical MVPD home generate 35% of the cumulative viewing.

So I would say that's your bid and ask to begin with, we won't even get into a quality of content, premium content and what people really want which is the local television stations.

But we're right now at about $1.6 million in OTT sub-counts and that number is probably a little less than the actual because there is a payment lag on that from the networks who are paying us to be part of their offering. And so that is a growth driver. Again we've seen our sub-count declines really level off.

I think people kind of get the bundle and the value of the bundle when they don't have four remotes on the coffee table again. And so broadband plus video and navigation is pretty powerful.

And so -- but I think the primary driver is going to be from getting our fair share of the distribution bundle and I think that will occur over the next couple of cycles which would be three to six years basically..

Thank you. The final question will come from Dennis Leibowitz with Act II Partners. Please go ahead..

Yes wouldn't the same factors that are causing you to raise your free cash flow estimates moving from 2018-2019 to 2019-2020 for core apply to the Tribune stations as well meaning that the total 1950 or even 2050 would be higher than that?.

We're not prepared to comment on Tribune 2019-2020 free cash flow guidance yet. There's a lot of moving parts that goes into that. I think we want to do it once and we want to do it with full information from synergies, from diligence, from financing, from divestitures et cetera, but we're just speaking for the Nexstar at this point..

Thank you, speakers. This concludes the Q&A portion. I'll turn it back to you for closing remarks..

Well thank you all for joining us today and celebrating our record Q4 2018 and full year 2018 results. We look forward to gathering again in three months' time not only to report on our Q1 results, but to update you on the Tribune divestiture process and the Tribune process overall.

So thank you for joining us today and we look forward to catching up down the road..

Thank you. Ladies and gentlemen, this concludes today's event. You may now disconnect your lines..