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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q







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

for the quarterly period ended March 31, 2009

OR



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

for the transition period from              to
            .

Commission File Number: 333-62916-02





MISSION BROADCASTING, INC.

(Exact name of registrant as specified in its
charter)







|                                                             |  |                                                     
|------------------------------------------------------------ |  | ----------------------------------------------------
|Delaware                                                     |  | 51-0388022                                          
|(State of Organization or Incorporation)                     |  | (IRS Employer Identification No.)                   
|                                                             | 
|7650 Chippewa Road, Suite 305 Brecksville, Ohio 44141        |  | (440) 526-2227                                      
|(Address of Principal Executive Offices, including Zip Code) |  | (Registrants Telephone Number, Including Area Code)





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  x    No   ̈

Indicate by checkmark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of March 31, 2009, Mission Broadcasting, Inc. had one shareholder, David S. Smith. Mr. Smith held all 1,000 shares of the outstanding common stock of Mission Broadcasting, Inc. at March 31, 2009. As
of April 30, 2009, Mission Broadcasting, Inc. had 1,000 shares of outstanding common stock.









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##### Table of Contents

TABLE OF CONTENTS



|              |  |                                                                                                   |  |     
|------------- |  | ------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                   |  | Page
|PART I        |  | FINANCIAL INFORMATION                                                                             |  |     
|              |  |                                                                                                  
|ITEM 1.       |  | Financial Statements (Unaudited)                                                                  |  |     
|              |  |                                                                                                  
|              |  | Condensed Balance Sheets at March 31, 2009 and December 31, 2008                                  |  | 1   
|              |  |                                                                                                  
|              |  | Condensed Statements of Operations for the three months ended March 31, 2009 and 2008             |  | 2   
|              |  |                                                                                                  
|              |  | Condensed Statement of Changes in Shareholders Deficit for the three months ended March 31, 2009 |  | 3   
|              |  |                                                                                                  
|              |  | Condensed Statements of Cash Flows for the three months ended March 31, 2009 and 2008             |  | 4   
|              |  |                                                                                                  
|              |  | Notes to Condensed Financial Statements                                                           |  | 5   
|              |  |                                                                                                  
|ITEM 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations             |  | 13  
|              |  |                                                                                                  
|ITEM 3.       |  | Quantitative and Qualitative Disclosures about Market Risk                                        |  | 19  
|              |  |                                                                                                  
|ITEM 4.       |  | Controls and Procedures                                                                           |  | 19  
|              |  |                                                                                                  
|PART II       |  | OTHER INFORMATION                                                                                 |  |     
|              |  |                                                                                                  
|ITEM 1.       |  | Legal Proceedings                                                                                 |  | 20  
|              |  |                                                                                                  
|ITEM 1A.      |  | Risk Factors                                                                                      |  | 20  
|              |  |                                                                                                  
|ITEM 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                       |  | 20  
|              |  |                                                                                                  
|ITEM 3.       |  | Defaults Upon Senior Securities                                                                   |  | 20  
|              |  |                                                                                                  
|ITEM 4.       |  | Submission of Matters to a Vote of Security Holders                                               |  | 20  
|              |  |                                                                                                  
|ITEM 5.       |  | Other Information                                                                                 |  | 20  
|              |  |                                                                                                  
|ITEM 6.       |  | Exhibits                                                                                          |  | 20  
|              | 
|EXHIBIT INDEX |  |                                                                                                  



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PART I. FINANCIAL INFORMATION



|ITEM 1. | Financial Statements
|------- | --------------------

MISSION BROADCASTING, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share information)



|                                                                                                                                      |  |               |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                      |  | March 31,2009 |          |   | December 31,2008 |  
|                                                                                                                                      |  | (Unaudited)   |         
|ASSETS                                                                                                                                |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                       |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                             |  | $             | 1,238    |   |                  | $ | 1,426    |  
|Accounts receivable (allowance for doubtful accounts of $0 and $0, respectively)                                                      |  |               | 1,465    |   |                  |   | 1,017    |  
|Current portion of broadcast rights                                                                                                   |  |               | 2,513    |   |                  |   | 3,410    |  
|Prepaid expenses and other current assets                                                                                             |  |               | 110      |   |                  |   | 230      |  
|Deferred tax asset                                                                                                                    |  |               | 8        |   |                  |   | 8        |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Total current assets                                                                                                                  |  |               | 5,334    |   |                  |   | 6,091    |  
|                                                                                                                                      |  |              
|Property and equipment, net                                                                                                           |  |               | 29,527   |   |                  |   | 29,269   |  
|Broadcast rights                                                                                                                      |  |               | 1,444    |   |                  |   | 2,215    |  
|Goodwill                                                                                                                              |  |               | 18,635   |   |                  |   | 18,635   |  
|FCC licenses                                                                                                                          |  |               | 22,695   |   |                  |   | 22,695   |  
|Other intangible assets, net                                                                                                          |  |               | 29,378   |   |                  |   | 30,665   |  
|Other noncurrent assets                                                                                                               |  |               | 152      |   |                  |   | 164      |  
|Deferred tax asset                                                                                                                    |  |               | 342      |   |                  |   | 344      |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Total assets                                                                                                                          |  | $             | 107,507  |   |                  | $ | 110,078  |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                 |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                  |  |               |          |   |                  |   |          |  
|Current portion of debt                                                                                                               |  | $             | 1,727    |   |                  | $ | 1,727    |  
|Current portion of broadcast rights payable                                                                                           |  |               | 2,603    |   |                  |   | 3,579    |  
|Taxes payable                                                                                                                         |  |               | 91       |   |                  |   | 74       |  
|Accounts payable                                                                                                                      |  |               | 564      |   |                  |   | 549      |  
|Accrued expenses                                                                                                                      |  |               | 951      |   |                  |   | 945      |  
|Interest payable                                                                                                                      |  |               | 14       |   |                  |   | 16       |  
|Deferred revenue                                                                                                                      |  |               | 1,777    |   |                  |   | 1,874    |  
|Due to Nexstar Broadcasting, Inc                                                                                                      |  |               | 15,681   |   |                  |   | 15,468   |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Total current liabilities                                                                                                             |  |               | 23,408   |   |                  |   | 24,232   |  
|                                                                                                                                      |  |              
|Debt                                                                                                                                  |  |               | 171,929  |   |                  |   | 172,360  |  
|Broadcast rights payable                                                                                                              |  |               | 2,241    |   |                  |   | 2,926    |  
|Deferred tax liabilities                                                                                                              |  |               | 6,555    |   |                  |   | 6,263    |  
|Deferred revenue                                                                                                                      |  |               | 316      |   |                  |   | 316      |  
|Deferred gain on sale of assets                                                                                                       |  |               | 1,866    |   |                  |   | 1,910    |  
|Other liabilities                                                                                                                     |  |               | 4,192    |   |                  |   | 4,098    |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Total liabilities                                                                                                                     |  |               | 210,507  |   |                  |   | 212,105  |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Commitments and contingencies                                                                                                         |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Shareholders deficit:                                                                                                                |  |               |          |   |                  |   |          |  
|Common stock, $1 par value; 1,000 shares authorized; 1,000 shares issued and outstanding at both March 31, 2009 and December 31,
2008 |  |               | 1        |   |                  |   | 1        |  
|Subscription receivable                                                                                                               |  |               | (1       | ) |                  |   | (1       | )
|Accumulated deficit                                                                                                                   |  |               | (103,000 | ) |                  |   | (102,027 | )
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|Total shareholders deficit                                                                                                           |  |               | (103,000 | ) |                  |   | (102,027 | )
|                                                                                                                                      |  |               |          |   |                  |   |          |  
|                                                                                                                                      |  |              
|Total liabilities and shareholders deficit                                                                                           |  | $             | 107,507  |   |                  | $ | 110,078  |  
|                                                                                                                                      |  |               |          |   |                  |   |          |  

The accompanying notes are an integral part of these condensed financial statements.



1



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MISSION BROADCASTING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)



|                                                                                                                  |  |                             |        |   |      |   |        |  
|----------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                  |  | Three Months EndedMarch 31, |       
|                                                                                                                  |  | 2009                        |        |   | 2008 |  
|                                                                                                                  |  | (Unaudited)                 |       
|Net broadcast revenue                                                                                             |  | $                           | 2,109  |   |      | $ | 1,535  |  
|Revenue from Nexstar Broadcasting, Inc                                                                            |  |                             | 6,088  |   |      |   | 7,785  |  
|                                                                                                                  |  |                             |        |   |      |   |        |  
|Net revenue                                                                                                       |  |                             | 8,197  |   |      |   | 9,320  |  
|                                                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                                                  |  |                            
|Operating expenses (income):                                                                                      |  |                             |        |   |      |   |        |  
|Direct operating expenses (exclusive of depreciation and amortization shown separately below)                     |  |                             | 1,626  |   |      |   | 1,529  |  
|Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) |  |                             | 745    |   |      |   | 637    |  
|Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc                                 |  |                             | 2,025  |   |      |   | 2,015  |  
|Amortization of broadcast rights                                                                                  |  |                             | 1,162  |   |      |   | 1,180  |  
|Amortization of intangible assets                                                                                 |  |                             | 1,287  |   |      |   | 1,348  |  
|Depreciation                                                                                                      |  |                             | 854    |   |      |   | 867    |  
|Gain on asset exchange                                                                                            |  |                             | (248   | ) |      |   |       |  
|Loss on asset disposal, net                                                                                       |  |                             | 3      |   |      |   |       |  
|                                                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                                                  |  |                            
|Total operating expenses                                                                                          |  |                             | 7,454  |   |      |   | 7,576  |  
|                                                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                                                  |  |                            
|Income from operations                                                                                            |  |                             | 743    |   |      |   | 1,744  |  
|Interest expense, including amortization of debt financing costs                                                  |  |                             | (1,406 | ) |      |   | (2,974 | )
|Interest income                                                                                                   |  |                             | 1      |   |      |   | 25     |  
|                                                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                                                  |  |                            
|Loss before income taxes                                                                                          |  |                             | (662   | ) |      |   | (1,205 | )
|                                                                                                                  |  |                            
|Income tax expense                                                                                                |  |                             | (311   | ) |      |   | (382   | )
|                                                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                                                  |  |                            
|Net loss                                                                                                          |  | $                           | (973   | ) |      | $ | (1,587 | )
|                                                                                                                  |  |                             |        |   |      |   |        |  

The accompanying notes are an integral part of these condensed financial statements.



2



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MISSION BROADCASTING, INC.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT

For the Three Months Ended March 31, 2009

(in thousands, except share information)



|                                       |  |              |  |                        |   |  |                    |    |   |                           |   |          |   |  |   |          |  
|-------------------------------------- |  | ------------ |  | ---------------------- | - |  | ------------------ | -- | - | ------------------------- | - | -------- | - |  | - | -------- | -
|                                       |  | Common
Stock |  | SubscriptionReceivable |   |  | AccumulatedDeficit |    |   | TotalShareholdersDeficit |  
|                                       |  | Shares       |  | Par Value              |   |  |                   
|Balance at January 1, 2009 (Unaudited) |  | 1,000        |  | $                      | 1 |  | $                  | (1 | ) |                           | $ | (102,027 | ) |  | $ | (102,027 | )
|                                       |  |              |  |                        |  
|Net loss                               |  |             |  |                        |  |  |                    |   |   |                           |   | (973     | ) |  |   | (973     | )
|                                       |  |              |  |                        |   |  |                    |    |   |                           |   |          |   |  |   |          |  
|                                       |  |              |  |                        |  
|Balance at March 31, 2009 (Unaudited)  |  | 1,000        |  | $                      | 1 |  | $                  | (1 | ) |                           | $ | (103,000 | ) |  | $ | (103,000 | )
|                                       |  |              |  |                        |   |  |                    |    |   |                           |   |          |   |  |   |          |  

The accompanying notes are an integral part of these condensed financial statements.



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MISSION BROADCASTING, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | Three Months EndedMarch 31, |       
|                                                                                |  | 2009                        |        |   | 2008 |  
|                                                                                |  | (Unaudited)                 |       
|Cash flows from operating activities:                                           |  |                             |        |   |      |   |        |  
|Net loss                                                                        |  | $                           | (973   | ) |      | $ | (1,587 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                             |        |   |      |   |        |  
|Deferred income taxes                                                           |  |                             | 294    |   |      |   | 364    |  
|Depreciation of property and equipment                                          |  |                             | 854    |   |      |   | 867    |  
|Amortization of intangible assets                                               |  |                             | 1,287  |   |      |   | 1,348  |  
|Amortization of debt financing costs                                            |  |                             | 11     |   |      |   | 11     |  
|Amortization of broadcast rights, excluding barter                              |  |                             | 503    |   |      |   | 562    |  
|Payments for broadcast rights                                                   |  |                             | (496   | ) |      |   | (467   | )
|Gain on asset exchange                                                          |  |                             | (248   | ) |      |   |       |  
|Loss on asset disposal, net                                                     |  |                             | 3      |   |      |   |       |  
|Deferred gain recognition                                                       |  |                             | (43    | ) |      |   | (44    | )
|Changes in operating assets and liabilities net of acquisition:                 |  |                             |        |   |      |   |        |  
|Accounts receivable                                                             |  |                             | (449   | ) |      |   | 1,047  |  
|Prepaid expenses and other current assets                                       |  |                             | 121    |   |      |   | 94     |  
|Other noncurrent assets                                                         |  |                             |       |   |      |   | (1     | )
|Taxes payable                                                                   |  |                             | 17     |   |      |   | 18     |  
|Accounts payable and accrued expenses                                           |  |                             | (1,117 | ) |      |   | 280    |  
|Interest payable                                                                |  |                             | (2     | ) |      |   | (11    | )
|Deferred revenue                                                                |  |                             | (96    | ) |      |   | 128    |  
|Other noncurrent liabilities                                                    |  |                             | 94     |   |      |   | 86     |  
|Due to Nexstar Broadcasting, Inc                                                |  |                             | 1,013  |   |      |   | 500    |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Net cash provided by operating activities                                       |  |                             | 773    |   |      |   | 3,195  |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Cash flows from investing activities:                                           |  |                             |        |   |      |   |        |  
|Additions to property and equipment                                             |  |                             | (530   | ) |      |   | (1,112 | )
|Proceeds from sale of assets                                                    |  |                             |       |   |      |   |       |  
|Acquisition of broadcast properties and related transaction costs               |  |                             |       |   |      |   | (7,923 | )
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Net cash used for investing activities                                          |  |                             | (530   | ) |      |   | (9,035 | )
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Cash flows used for financing activities:                                       |  |                             |        |   |      |   |        |  
|Repayment of long-term debt                                                     |  |                             | (431   | ) |      |   | (431   | )
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Net decrease in cash and cash equivalents                                       |  |                             | (188   | ) |      |   | (6,271 | )
|                                                                                |  |                            
|Cash and cash equivalents at beginning of period                                |  |                             | 1,426  |   |      |   | 9,916  |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Cash and cash equivalents at end of period                                      |  | $                           | 1,238  |   |      | $ | 3,645  |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Supplemental schedule of cash flow information:                                 |  |                             |        |   |      |   |        |  
|Cash paid during the period for:                                                |  |                             |        |   |      |   |        |  
|Interest                                                                        |  | $                           | 1,393  |   |      | $ | 2,973  |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Income taxes, net                                                               |  | $                           |       |   |      | $ |       |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Acquisition of equipment:                                                       |  |                             |        |   |      |   |        |  
|Non-cash investing activities                                                   |  | $                           | 337    |   |      | $ |       |  
|                                                                                |  |                             |        |   |      |   |        |  

The accompanying notes are an integral part of these condensed financial statements.



4



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS



|1. | Organization and Business Operations
|-- | ------------------------------------

As of
March 31, 2009, Mission Broadcasting, Inc. (Mission or the Company) owned and operated 16 television stations, all of which are affiliated with the NBC, ABC, CBS, Fox or MyNetworkTV television networks, in markets
located in New York, Pennsylvania, Illinois, Indiana, Missouri, Texas, Louisiana, Arkansas and Montana. The Company operates in one reportable television broadcasting segment. Through local service agreements, Nexstar Broadcasting, Inc.
(Nexstar) provides sales and operating services to all of the Mission television stations (see Note 4). As more fully described in Note 10, Missions sole shareholder has granted Nexstar purchase options to acquire the assets and
assume the liabilities of each Mission station, subject to Federal Communications Commission (FCC) consent.

The Company is
highly 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 its control, as well as Nexstar maintaining its pledge to continue the local service agreements with the Companys stations. Management believes that with Nexstars pledge to continue the local service agreements, as
described in a letter of support dated March 27, 2009, our available cash, anticipated cash flow from operations and available borrowings under our senior credit facility should be sufficient to fund working capital, capital expenditure
requirements, interest payments and scheduled debt principal payments for at least the next twelve months from March 31, 2009, enabling Mission to continue to operate as a going concern.

Our ability to continue as a going concern is dependent on Nexstars pledge to continue the local services agreements described in a letter of
support dated March 27, 2009. Nexstars senior secured credit facility agreement contains covenants which require them to comply with certain financial ratios, including (a) maximum total and senior leverage ratios, (b) a minimum
interest coverage ratio, and (c) a minimum fixed charge coverage ratio. The covenants, which are calculated on a quarterly basis, include the combined results of Nexstar Broadcasting and us. Our senior secured credit facility agreement does not
contain financial covenant ratio requirements; however it does include an event of default if Nexstar does not comply with all covenants contained in its credit agreement. As of March 31, 2009, Nexstar was in compliance with all covenants
contained in the credit agreements governing our senior secured credit facility and the indentures governing the publicly-held notes.

On
March 30, 2009, Nexstar closed an offer to exchange $143,600,000 of the 7% senior subordinated notes due 2014 in exchange for $142,320,761 7% senior subordinated PIK Notes due 2014 (the PIK Notes). Based on the financial covenants in the
Nexstar senior secured credit facility, the PIK Notes are not included in the debt amount used to calculate the total leverage ratio until January 2011. In addition to the debt exchange, Nexstar has undertaken certain actions as part of their
efforts to ensure they do not exceed the maximum total leverage and senior leverage ratios including 1) the elimination of corporate bonuses for 2008 and 2009, 2) the consolidation of various back office processes in certain markets, 3) the
execution of a management services agreement whereby Nexstar operates four stations in exchange for a service fee, and 4) the consummation of a purchase agreement on March 11, 2009 to acquire all the assets of KARZ.

In addition to the above items, Nexstars plans for 2009 include certain other cost containment measures, including one week Company furloughs for
all employees, if necessary. Nexstar believes the consummation of the exchange offer combined with the actions described above, will allow them to maintain compliance with all covenants contained in its credit agreements governing its senior secured
facility and the indentures governing its publicly held notes for a period of at least the next twelve months from March 31, 2009. No assurance can be provided that Nexstars actions will be successful or that such actions will allow them
to maintain compliance with these covenants.



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Interim Financial Statements

The condensed financial statements as of March 31, 2009, and for the three months
ended March 31, 2009 and 2008 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 Securities and Exchange Commission. The preparation of
the condensed 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 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. These
financial statements should be read in conjunction with the financial statements and related notes included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008. The balance sheet at December 31,
2008 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Recent Accounting Pronouncements

In April 2009, the FASB issued FSP No. 107-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1), which increases the frequency of fair value disclosures from an annual to a quarterly basis. The guidance relates
to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. The FSP is effective for interim and annual periods ending after June 15, 2009, but entities may choose to adopt it for
the interim and annual periods ending after March 15, 2009. The Company will adopt this FSP in second quarter 2009. The adoption will affect our disclosures only and will have no effect on our financial position or results of operations.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP No. FAS 142-3 amends the
factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. This new guidance also
provides additional disclosure requirements related to recognized intangible assets. The Company adopted FSP No. FAS 142-3 in January 2009, and it did not have a material impact on our financial position or results of operations.



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|2. | Summary of Significant Accounting Policies(Continued)
|-- | ------------------------------------------------------



In January 2008, the Company adopted SFAS No. 157, Fair Value Measurements. The adoption did not
have a material impact on our financial position or results of operations. The statement established a framework for measuring fair value, and it enhanced the disclosures for fair value measurements. The statement applies when other accounting
pronouncements require or permit fair value measurements, but it does not require new fair value measurements. In February 2008, the FASB issued a one-year deferral for nonfinancial assets and liabilities to comply with SFAS No. 157. The
Company adopted SFAS No. 157 for nonfinancial assets and liabilities in first quarter 2009. The Company had no required fair value measurements for nonfinancial assets and liabilities in first quarter 2009 and no required additional disclosures
upon adoption. There were no material effects on our financial statements upon adoption of this new accounting pronouncement; however, this pronouncement could have an impact in future periods. In addition, the Company may have additional disclosure
requirements in the event Mission completes an acquisition or incurs impairment of our assets in future periods.

In April 2009, the FASB
issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP provides guidance for estimating fair values
when there is no active market or where the price inputs being used represent distressed sales and identifying circumstances that indicate a transaction is not orderly. This FSP is effective for interim and annual reporting periods ending after
June 15, 2009. Adoption of the FSP is not expected to have a material effect on the Companys financial statements.

In December
2007, the FASB issued SFAS No. 141(R), Business Combinations, and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51. These new
standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. The Company adopted SFAS Nos. 141(R) and 160 on January 1,
2009. The impact of adopting 141(R) will be primarily limited to business combinations occurring on or after January 1, 2009. FAS 160 had no impact on our financial position or results of operations.



|3. | Fair Value Measurements
|-- | -----------------------

The Company adopted SFAS
No. 157 effective January 1, 2008 for financial assets and financial liabilities measured on a recurring basis and January 1, 2009 for non-financial assets and non-financial liabilities. SFAS No. 157 applies to all assets and
liabilities that are being measured and reported on a fair value basis. There was no impact for adoption of SFAS No. 157 to the Unaudited Condensed Consolidated Financial Statements as it relates to assets and liabilities. SFAS No. 157
requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for
substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The Company invests in short
term interest bearing obligations with original maturities less than 90 days, primarily money market funds. Mission does not enter into investments for trading or speculative purposes. As of March 31, 2009 and December 31, 2008, there were
no investments in marketable securities.

As of March 31, 2009 and December 31, 2008, the Company had $4 thousand and $9 thousand
invested in a money market investment, respectively. These investments are required to be measured at fair value on a recurring basis. The Company has determined that the money market investment is defined as Level 1 in the fair value hierarchy. As
of March 31, 2009 and December 31, 2008, the fair value of the money market investment was an asset of $4 thousand and $9 thousand , respectively.



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|4. | Local Service Agreements with Nexstar
|-- | -------------------------------------

Mission has
entered into local service agreements with Nexstar to provide sales and operating services to all of Missions stations. Under the terms of a shared services agreement (SSA), the Nexstar station in the market provides certain
services including news production, technical maintenance and security, in exchange for monthly payments from Mission to Nexstar. For each station that Mission has entered into an SSA, it has also entered into a joint sales agreement
(JSA). Under the terms of the JSA, Nexstar sells the advertising time of the Mission station and retains a percentage of the net revenue it generates in return for monthly payments to Mission of the remaining percentage of net revenue.
Under the terms of a time brokerage agreement (TBA), Nexstar programs most of the stations broadcast time, sells the stations advertising time and retains the advertising revenue it generates in exchange for monthly payments
to Mission. JSA and TBA fees generated from Nexstar under the agreements are reported as Revenue from Nexstar Broadcasting, Inc., and SSA fees incurred by Mission under the agreements are reported as Fees incurred pursuant to local
service agreements with Nexstar Broadcasting, Inc. in accompanying condensed statements of operations.

The arrangements under the
local service agreements each Mission station has entered into with Nexstar have had the effect of Nexstar receiving substantially all of the available cash, after Missions payment of operating costs and debt service, generated by the
Companys stations. Mission anticipates that Nexstar will continue to receive substantially all of Missions available cash, after payments for operating costs and debt service, generated by its stations.

In order for both Nexstar and Mission to comply with FCC regulations, Mission maintains complete responsibility for and control over programming,
finances, personnel and operations of its stations.



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|4. | Local Service Agreements with Nexstar(Continued)
|-- | -------------------------------------------------



The following table summarizes the various local service agreements Mission-owned stations had in
effect with Nexstar as of March 31, 2009:



|               |  |                                              |  |             |  |                  |  |            |  |                                                                                   
|-------------- |  | -------------------------------------------- |  | ----------- |  | ---------------- |  | ---------- |  | ----------------------------------------------------------------------------------
|Station        |  | Market                                       |  | Affiliation |  | Type ofAgreement |  | Expiration |  | Consideration received from or paid to Nexstar                                    
|Mission-Owned: |  |                                              |  |             |  |                  |  |           
|               |  |                                              |  |             | 
|WFXP           |  | Erie, PA                                     |  | Fox         |  | TBA              |  | 8/16/11    |  | Monthly payments received from Nexstar(1)                                         
|               |  |                                              |  |             | 
|KJTL and       |  | Wichita Falls, TX-Lawton, OK                 |  | Fox         |  | SSA              |  | 5/31/19    |  | $60 thousand per month paid to Nexstar                                            
|KJBO-LP        |  |                                              |  | MyNetworkTV |  | JSA              |  | 5/31/19    |  | 70% of the KJTL/KJBO-LP net revenue collected each month received from Nexstar    
|               |  |                                              |  |             | 
|WYOU           |  | Wilkes Barre-Scranton, PA                    |  | CBS         |  | SSA              |  | 1/4/18     |  | $110 thousand per month paid to Nexstar                                           
|               |  |                                              |  |             |  | JSA              |  | 9/30/14    |  | 70% of the WYOU net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KODE           |  | Joplin, MO-Pittsburg, KS                     |  | ABC         |  | SSA              |  | 3/31/12    |  | $75 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 9/30/14    |  | 70% of the KODE net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KRBC           |  | Abilene-Sweetwater, TX                       |  | NBC         |  | SSA              |  | 6/12/13    |  | $25 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 6/30/14    |  | 70% of the KRBC net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KSAN           |  | San Angelo, TX                               |  | NBC         |  | SSA              |  | 5/31/14    |  | $10 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 5/31/14    |  | 70% of the KSAN net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|WFXW           |  | Terre Haute, IN                              |  | Fox         |  | SSA              |  | 5/8/13     |  | $10 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 5/8/13     |  | 70% of the WFXW net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KCIT and       |  | Amarillo, TX                                 |  | Fox         |  | SSA              |  | 4/30/19    |  | $50 thousand per month paid to Nexstar                                            
|KCPN-LP        |  |                                              |  | MyNetworkTV |  | JSA              |  | 4/30/19    |  | 70% of the KCIT/KCPN-LP net revenue collected each month received from Nexstar    
|               |  |                                              |  |             | 
|KHMT           |  | Billings, MT                                 |  | Fox         |  | TBA              |  | 12/13/09   |  | Monthly payments received from Nexstar(1)                                         
|               |  |                                              |  |             | 
|KAMC           |  | Lubbock, TX                                  |  | ABC         |  | SSA              |  | 2/15/19    |  | $75 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 2/15/19    |  | 70% of the KAMC net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KOLR           |  | Springfield, MO                              |  | CBS         |  | SSA              |  | 2/15/19    |  | $150 thousand per month paid to Nexstar                                           
|               |  |                                              |  |             |  | JSA              |  | 2/15/19    |  | 70% of the KOLR net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|WUTR           |  | Utica, NY                                    |  | ABC         |  | SSA              |  | 3/31/14    |  | $10 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 3/31/14    |  | 70% of the WUTR net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|WTVO           |  | Rockford, IL                                 |  | ABC         |  | SSA              |  | 10/31/14   |  | $75 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 10/31/14   |  | 70% of the WTVO net revenue collected each month received from Nexstar            
|               |  |                                              |  |             | 
|KTVE           |  | Monroe, LA  El Dorado, AR                   |  | NBC         |  | SSA              |  | 1/16/18    |  | $20 thousand per month paid to Nexstar                                            
|               |  |                                              |  |             |  | JSA              |  | 1/16/18    |  | 70% of the KTVE net revenue collected each month received from Nexstar            
|               |  |                                              |  |            
|Nexstar-owned: |  |                                              |  |             |  |                  |  |           
|               |  |                                              |  |             | 
|KFTA           |  | Ft. Smith-Fayetteville-Springdale-Rogers, AR |  | Fox/NBC     |  | TBA              |  | (2)        |  | $5 thousand per month paid to Nexstar $20 thousand per
month received from Nexstar



|(1) | Payments are variable based on stations monthly operating expenses.
|--- | --------------------------------------------------------------------

|(2) | TBA will terminate upon the assignment of KFTAs FCC license from Nexstar.
|--- | --------------------------------------------------------------------------



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|4. | Local Service Agreements with Nexstar(Continued)
|-- | -------------------------------------------------



Under these agreements, Mission is responsible for certain operating expenses of its stations and
therefore may have unlimited exposure to any potential operating losses. Mission will continue to operate its stations under the SSAs and JSAs or TBAs until the termination of such agreements. The SSAs and JSAs generally have a term of ten years.
Nexstar indemnifies Mission from Nexstars activities pursuant to the local service agreement to which Nexstar is a party.



|5. | Pending Transaction with Nexstar
|-- | --------------------------------

On April 11,
2006, Nexstar and Mission filed an application with the FCC for consent to assignment of the license for KFTA Channel 24 (Ft. Smith, Arkansas) from Nexstar to Mission. Consideration for this transaction is set at $5.6 million. On August 28,
2006, Mission and Nexstar entered into a local service agreement (see Note 4) whereby Mission pays Nexstar for the right to broadcast programming on KFTA and Nexstar pays Mission for the right to sell all advertising time on KFTA within certain time
periods. Also in 2006, Mission entered into an affiliation agreement with the Fox network which provides Fox programming to KFTA. Upon completing the assignment of KFTAs license, the Company plans to enter into JSA and SSA agreements with
Nexstar-owned KNWA in Fort Smith-Fayetteville-Springdale-Rogers, Arkansas, whereby KNWA will provide local news, sales and other non-programming services to KFTA.

In March 2008, the FCC granted the application to assign the license for KFTA from Nexstar to Mission. The grant contained conditions which Nexstar is currently appealing.



|6. | Intangible Assets and Goodwill
|-- | ------------------------------

Intangible assets
subject to amortization consisted of the following:



|                                                |  |                             |       |                |                         |                   |   |         |   |       |   |                         |                |   |        |  |   |         |   |  |   |       
|----------------------------------------------- |  | --------------------------- | ----- | -------------- | ----------------------- | ----------------- | - | ------- | - | ----- | - | ----------------------- | -------------- | - | ------ |  | - | ------- | - |  | - | ------
|                                                |  | Estimateduseful life(years) |       | March 31, 2009 |                         | December 31, 2008
|                                                |  |                             | Gross |                | AccumulatedAmortization |                   |   | Net     |   | Gross |   | AccumulatedAmortization |                |   | Net   
|                                                |  |                             |       |                |                         | (in thousands)    |   |         |   |       |   |                         | (in thousands) |   |        | 
|Network affiliation agreements                  |  | 15                          |       | $              | 66,443                  |                   | $ | (41,146 | ) |       | $ | 25,297                  |                | $ | 66,443 |  | $ | (40,079 | ) |  | $ | 26,364
|Other definite-lived intangible assets          |  | 1-15                        |       |                | 13,117                  |                   |   | (9,036  | ) |       |   | 4,081                   |                |   | 13,117 |  |   | (8,816  | ) |  |   | 4,301 
|                                                |  |                             |       |                |                         |                   |   |         |   |       |   |                         |                |   |        |  |   |         |   |  |   |       
|Total intangible assets subject to amortization |  |                             |       | $              | 79,560                  |                   | $ | (50,182 | ) |       | $ | 29,378                  |                | $ | 79,560 |  | $ | (48,895 | ) |  | $ | 30,665
|                                                |  |                             |       |                |                         |                   |   |         |   |       |   |                         |                |   |        |  |   |         |   |  |   |       

Total amortization expense from definite-lived intangibles was $1.3 million for the three months
ended March 31, 2009 and 2008, respectively. The Companys estimate of amortization expense for definite-lived intangible assets recorded on its books as of March 31, 2009 is approximately $5.2 million for each year for the years of
2009 through 2013.

The aggregate carrying value of indefinite-lived intangibles, consisting of FCC licenses and goodwill, was $41.3
million at March 31, 2009 and December 31, 2008, respectively. The Company expenses any costs to renew its FCC licenses as incurred. Indefinite-lived intangible assets are not subject to amortization, but are tested for impairment annually
or whenever events or changes in circumstances indicate that such assets might be impaired. As of March 31, 2009, the Company did not identify any events that would trigger an impairment assessment.

There was no change in the carrying amount of goodwill for the three months ended March 31, 2009.



|7. | Debt
|-- | ----

Long-term debt consisted of the following:



|                          |  |                |         |   |                  |   |         |  
|------------------------- |  | -------------- | ------- | - | ---------------- | - | ------- | -
|                          |  | March 31,2009  |         |   | December 31,2008 |  
|                          |  | (in thousands) |        
|Term loans                |  | $              | 166,656 |   |                  | $ | 167,087 |  
|Revolving credit facility |  |                | 7,000   |   |                  |   | 7,000   |  
|                          |  |                |         |   |                  |   |         |  
|                          |  |                | 173,656 |   |                  |   | 174,087 |  
|Less: current portion     |  |                | (1,727  | ) |                  |   | (1,727  | )
|                          |  |                |         |   |                  |   |         |  
|                          |  | $              | 171,929 |   |                  | $ | 172,360 |  
|                          |  |                |         |   |                  |   |         |  



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|7. | Debt(Continued)
|-- | ----------------



Senior Secured Credit Facility

The Mission senior secured credit facility (the Mission Facility) consists of a Term Loan B and a $15.0 million revolving loan. As of
March 31, 2009 and December 31, 2008, Mission had $166.7 million and $167.1 million, respectively, outstanding under its Term Loan B and $7.0 million of borrowings were outstanding under its revolving loan.

The Term Loan B, which matures in October 2012, is payable in consecutive quarterly installments amortized at 0.25% quarterly, with the remaining 93.25%
due at maturity. During the three months ended March 31, 2009, repayments of Missions Term Loan B totaled $0.4 million, all of which were scheduled maturities. The revolving loan is not subject to incremental reduction and matures in
April 2012.

The total weighted-average interest rate of the Mission Facility was 2.95% and 3.20% at March 31, 2009 and
December 31, 2008, respectively. Interest is payable periodically based on the type of interest rate selected. Additionally, Mission is required to pay quarterly commitment fees on the unused portion of its revolving loan commitment ranging
from 0.375% to 0.50% per annum, based on the consolidated senior leverage ratio of Nexstar and Mission for that particular quarter.

Unused Commitments and Borrowing Availability

As of March 31, 2009, there were $8.0 million of unused
commitments under the Mission Facility. The total amount of borrowings available under the revolving loan commitment of the Mission Facility is based on covenant calculations contained in Nexstars credit agreement. As of March 31, 2009,
all $8.0 million of total unused commitments under the Mission Facility were available for borrowing.

Collateralization and
Guarantees of Debt

Nexstar Broadcasting Group, Inc. (Nexstars ultimate parent) and its subsidiaries guarantee full payment of
all obligations under the Mission Facility in the event of its default. Similarly, Mission is a guarantor of Nexstars bank credit facility, the 7% PIK senior subordinated notes and the 7% senior subordinated notes issued by Nexstar. The bank
credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of Nexstar and Mission.

Debt Covenants

The Mission Facility does not contain financial covenant ratio requirements,
but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement.



|8. | Income Taxes
|-- | ------------

The Companys provision for
income taxes is primarily comprised of deferred income taxes created by an increase in the deferred tax liabilities position during the year resulting from the amortization of goodwill and other indefinite-lived intangible assets for income tax
purposes which are not amortized for financial reporting purposes. These deferred tax liabilities do not reverse on a scheduled basis and are not used to support the realization of deferred tax assets. The Companys deferred tax assets
primarily result from federal and state net operating loss carryforwards (NOLs). The Companys NOLs are available to reduce future taxable income if utilized before their expiration. The Company has provided a valuation allowance
for certain deferred tax assets as it believes they may not be realized through future taxable earnings.

At January 1, 2009, the
Company had gross unrecognized tax benefits of approximately $3.7 million, which did not materially change as of March 31, 2009. If recognized, this amount would result in a favorable effect on the Companys effective tax rate excluding
impact on the Companys valuation allowance. As of March 31, 2009, the Company has not accrued interest on the unrecognized tax benefits since an unfavorable outcome upon examination would not result in a cash outlay but would reduce NOLs
subject to a valuation allowance. The Company does not expect the amount of unrecognized tax benefits to significantly change in the next twelve months.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal tax examinations for years after 2004. Additionally, any NOLs that were
generated in prior years and that are utilized in the future may be subject to examination by the Internal Revenue Service. State jurisdictions that remain subject to examination are not considered significant.



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|9. | FCC Regulatory Matters
|-- | ----------------------

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

Some of the more significant FCC regulatory matters impacting the Companys operations are discussed below.

Digital Television (DTV) Conversion

In February 2009, President Obama signed into law legislation that established June 12, 2009 as the deadline for television broadcasters to complete their transition to DTV-only operations and return their analog
spectrum to the FCC. The DTV transmission system delivers video and audio signals of higher quality (including high definition television) than the existing analog transmission system. DTV also has substantial capabilities for multiplexing (the
broadcast of several channels of programs concurrently) and data transmission. The introduction of digital television requires consumers to purchase new television sets that are capable of receiving and displaying the DTV signals, or adapters to
receive DTV signals and convert them to analog signals for display on their existing receivers.

For the transition period, the FCC
allotted each licensed television station a second channel for broadcast of a DTV signal. Stations may broadcast with both analog and DTV signals until June 12, 2009; however, all stations must be broadcasting in at least low power digital.
Stations are required to simulcast 100% of their analog programming on their DTV channel during the transition period.

As of March 31,
2009, Missions stations WFXP, WUTR, WTVO, WYOU, KCIT, KTVE, KAMC, KRBC, KJTL, KHMT and KSAN were broadcasting with full-power DTV signals. As of March 31, 2009, Missions stations WYOU, KJTL, KSAN, KAMC and WTVO have terminated analog
operations and are broadcasting exclusively in DTV. Missions stations KHMT and KOLR terminated analog operations and began broadcasting exclusively in DTV as of April 16, 2009 and station WFXP terminated analog operations and began
broadcasting exclusively in DTV on April 22, 2009. Mission has informed the FCC that KRBC will be terminating analog operations and broadcasting exclusively in DTV as of May 12, 2009 and that stations KTVE, KCIT, KODE, WFXW and WUTR will be
terminating analog operations and broadcasting exclusively in DTV as of the final DTV conversion date of June 12, 2009.

In addition, WFXW
holds a construction permit issued by the FCC to build higher-power DTV facilities by October 18, 2009. WFXW is expected to complete construction on or before that deadline.

DTV conversion expenditures were $0.8 million and $1.3 million, respectively, for the three months ended March 31, 2009 and 2008, respectively. The
Company will incur various capital expenditures to modify its remaining stations DTV transmitting equipment for full-power DTV operations, including costs for the transmitter, transmission line, antenna and installation, and estimated costs
for tower upgrades, replacements and/or modifications. The Company anticipates these expenditures will be funded through available cash on hand and cash generated from operations as incurred.

Media Ownership

In 2006, the
FCC initiated a rulemaking proceeding which provides for a comprehensive review of all of its media ownership rules, as required by the Communications Act. The Commission is considering rules relating to ownership of two or more TV stations in a
market, ownership of local TV and radio stations by daily newspapers in the same market, cross-ownership of local TV and radio stations, and changes to how the national TV ownership limits are calculated. The proceeding has included include several
public hearings that were held throughout the country in 2008. At this time, it is not possible to predict the impact that any changes to the FCCs media ownership rules might have on us.



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##### Table of Contents

MISSION BROADCASTING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)



|10. | Commitments and Contingencies
|--- | -----------------------------

Guarantees of
Nexstar Debt

Mission is a guarantor of and has pledged substantially all its assets, excluding FCC licenses, to guarantee
Nexstars bank credit facility. Nexstars bank credit facility, which matures in 2012, consists of a Term Loan B and a $82.5 million revolving loan.

Mission is also a guarantor of $47.9 million of 7% senior subordinated notes (7% Notes) and $142.3 million of 7% PIK senior subordinated notes, both due 2014 issued by Nexstar. Both notes are general
unsecured senior subordinated obligations subordinated to all of Missions senior debt.

Mission guarantees full payment of all
obligations incurred under Nexstars bank credit facility agreement and the 7% Notes. In the event that Nexstar is unable to repay amounts due under these debt obligations, Mission will be obligated to repay such amounts. The maximum potential
amount of future payments that Mission would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstars bank credit facility, the 7% PIK senior subordinated notes and the 7%
Notes. At March 31, 2009, Nexstar had issued an aggregate principal amount of $47.9 million of the 7% Notes and $142.3 million of the PIK senior subordinated notes and had $217.6 million outstanding under its bank credit facility.

Purchase Options Granted to Nexstar

In consideration of Nexstar Broadcasting Groups guarantee of the Mission Facility, Missions sole shareholder has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject
to FCC consent, for consideration equal to the greater of (1) seven times the stations cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreements, or (2) the amount of its
indebtedness. Cash flow is defined as income or loss from operations, plus depreciation and amortization (including amortization of broadcast rights), interest income, non-cash trade and barter expenses, nonrecurring expenses (including time
brokerage agreement fees), network compensation payments received or receivable and corporate management fees, less payments for broadcast rights, non-cash trade and barter revenue and network compensation revenue. These option agreements (which
expire on various dates between 2011 and 2018) are freely exercisable or assignable by Nexstar without consent or approval by Missions sole shareholder. The Company expects these option agreements to be renewed upon expiration.

Indemnification Obligations

In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements
under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not
be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications
have been immaterial and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.

Litigation

From time to time, the Company is involved with claims that arise out of the
normal course of business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Companys financial position or results of operations.



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##### Table of Contents

|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the unaudited condensed balance sheet as of March 31, 2009, unaudited
condensed statements of operations for the three months ended March 31, 2009 and 2008, unaudited condensed statement of changes in shareholders deficit for the three months ended March 31, 2009, unaudited condensed statements of cash
flows for the three months ended March 31, 2009 and 2008 and related notes included elsewhere in this Quarterly Report on Form 10-Q and the financial statements contained in our Annual Report on Form 10-K for the year ended December 31,
2008.

Executive Summary

Overview of Operations

As of March 31, 2009, we owned and operated 16 television stations. We have local
service agreements with certain television stations of Nexstar Broadcasting, Inc. (Nexstar), through which Nexstar provides various programming, sales or other services to our television stations. In order for both Nexstar and us to
comply with Federal Communications Commission (FCC) regulations, we maintain complete responsibility for and control over programming, finances, personnel and operations of our stations.

The following table summarizes the various local service agreements our stations had in effect as of March 31, 2009 with Nexstar:



|                   |  |                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------
|Service Agreements |  | Stations                                                                                   
|TBA Only(1)        |  | WFXP and KHMT                                                                              
|                   | 
|SSA & JSA(2)       |  | KJTL, KJBO-LP, KOLR, KCIT, KCPN-LP, KAMC, KRBC, KSAN, WUTR, WFXW, WYOU, KODE, WTVO and KTVE



|(1) | We have a time brokerage agreement (TBA) for each of these stations which allows Nexstar to program most of
each stations broadcast time, sell each stations advertising time and retain the advertising revenue generated in exchange for monthly payments to us.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | We have both a shared services agreement (SSA) and a joint sales agreement (JSA) for each of
these stations. The SSA allows the Nexstar station in the market to provide certain services including news production, technical maintenance and security, in exchange for Nexstars right to receive certain payments from us as described in the
SSAs. The JSA permits Nexstar to sell and retain a percentage of the net revenue from the stations advertising time in return for monthly payments to us of the remaining percentage of the net revenue, as described in the JSAs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The arrangements under the local service agreements each Mission station has entered into with Nexstar has had the
effect of Nexstar receiving substantially all of the available cash, after our payments of operating costs and debt service, generated by our stations. We anticipate that Nexstar will continue to receive substantially all of our available cash,
after our payments for operating costs and debt service, generated by our stations listed above. For more information about our local service agreements with Nexstar, refer to Note 4 of our condensed financial statements in Part I, Item 1 of
this Quarterly Report on Form 10-Q.

Nexstar Broadcasting Group, Inc. and its subsidiaries (Nexstar Broadcasting Group)
guarantee all obligations incurred under our senior credit facility. We are a guarantor of the senior credit facility entered into by Nexstar, the 7% PIK senior subordinated notes and the 7% senior subordinated notes issued by Nexstar. In
consideration of Nexstars guarantee of our senior credit facility, our sole shareholder has granted Nexstar purchase options to acquire the assets and assume the liabilities of each of our television stations, subject to FCC consent. These
option agreements (which expire on various dates between 2011 and 2018) are freely exercisable or assignable by Nexstar without consent or approval by our sole shareholder. We expect these option agreements to be renewed upon expiration.



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##### Table of Contents

Historical Performance

Revenue

The following table sets forth the principal types of revenue earned by our stations
for the periods indicated and each type of revenue (other than barter revenue and revenue from Nexstar Broadcasting, Inc.) as a percentage of total gross revenue:



|                                            |  |                                    |       |      |       |        |   |       |  |      
|------------------------------------------- |  | ---------------------------------- | ----- | ---- | ----- | ------ | - | ----- |  | -----
|                                            |  | Three Months Ended March 31,      
|                                            |  | 2009                               |       | 2008
|                                            |  | Amount                             |       | %    |       | Amount |   | %    
|                                            |  | (in thousands, except percentages)
|Retransmission compensation                 |  | $                                  | 1,175 |      | 81.0  |        | $ | 660   |  | 72.0 
|Network compensation                        |  |                                    | 256   |      | 17.7  |        |   | 234   |  | 25.5 
|Other                                       |  |                                    | 19    |      | 1.3   |        |   | 23    |  | 2.5  
|                                            |  |                                    |       |      |       |        |   |       |  |      
|                                            |  |                                    |       |     
|Net broadcast revenue before barter revenue |  |                                    | 1,450 |      | 100.0 |        |   | 917   |  | 100.0
|Barter revenue                              |  |                                    | 659   |      |       |        |   | 618   |  |      
|Revenue from Nexstar Broadcasting, Inc.     |  |                                    | 6,088 |      |       |        |   | 7,785 |  |      
|                                            |  |                                    |       |      |       |        |   |       |  |      
|                                            |  |                                    |       |     
|Net revenue                                 |  | $                                  | 8,197 |      |       |        | $ | 9,320 |  |      
|                                            |  |                                    |       |      |       |        |   |       |  |      

Results of Operations

The following table sets forth a summary of our operations for the periods indicated and their percentages of net revenue:



|                                                                                   |  |                                    |       |   |      |       |   |        |   |       |  |      
|---------------------------------------------------------------------------------- |  | ---------------------------------- | ----- | - | ---- | ----- | - | ------ | - | ----- |  | -----
|                                                                                   |  | Three Months Ended March 31,      
|                                                                                   |  | 2009                               |       |   | 2008
|                                                                                   |  | Amount                             |       |   | %    |       |   | Amount |   | %    
|                                                                                   |  | (in thousands, except percentages)
|Net revenue                                                                        |  | $                                  | 8,197 |   |      | 100.0 |   |        | $ | 9,320 |  | 100.0
|Operating expenses (income):                                                       |  |                                    |       |   |      |       |   |        |   |       |  |      
|Corporate expenses                                                                 |  |                                    | 329   |   |      | 4.0   |   |        |   | 280   |  | 3.0  
|Station direct operating expenses                                                  |  |                                    | 1,626 |   |      | 19.8  |   |        |   | 1,529 |  | 16.4 
|Selling, general and administrative expenses                                       |  |                                    | 416   |   |      | 5.1   |   |        |   | 357   |  | 3.8  
|Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc. |  |                                    | 2,025 |   |      | 24.7  |   |        |   | 2,015 |  | 21.6 
|Gain on asset exchange                                                             |  |                                    | (248  | ) |      | (3.0  | ) |        |   |      |  |     
|Loss on asset disposal, net                                                        |  |                                    | 3     |   |      |      |   |        |   |      |  |     
|Barter expense                                                                     |  |                                    | 659   |   |      | 8.0   |   |        |   | 618   |  | 6.6  
|Depreciation and amortization                                                      |  |                                    | 2,141 |   |      | 26.1  |   |        |   | 2,215 |  | 23.8 
|Amortization of broadcast rights, excluding barter                                 |  |                                    | 503   |   |      | 6.1   |   |        |   | 562   |  | 6.0  
|                                                                                   |  |                                    |       |   |      |       |   |        |   |       |  |      
|                                                                                   |  |                                    |       |  
|Income from operations                                                             |  | $                                  | 743   |   |      |       |   |        | $ | 1,744 |  |      
|                                                                                   |  |                                    |       |   |      |       |   |        |   |       |  |      

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008.

Revenue

Net revenue for the three months ended March 31, 2009, decreased by $1.1 million, or 12.0% from the same period of 2008. This decrease was primarily attributed to a decrease in revenue from Nexstar as discussed below.

Revenue from Nexstar was $6.1 million for the three months ended March 31, 2009, compared to $7.8 million for the same period in 2008, a decrease of
$1.7 million, or 21.8%. The decrease was attributed to a decrease in revenue that Nexstar generated from selling all of the advertising of our stations, which in turn decreased the revenue we earned from Nexstar through JSAs.

Compensation from retransmission consent and network affiliation agreements was $1.4 million for the three months ended March 31, 2009, compared to
$0.9 million for the same period in 2008, an increase of $0.5 million, or 60.1%. The increase was primarily due to renegotiated retransmission consent agreements starting in January 2009.

Operating Expenses

Corporate
expenses, related to costs associated with the centralized management of our stations were $0.3 million for the three months ended March 31, 2009 and 2008, respectively.



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##### Table of Contents

Station direct operating expenses, consisting primarily of news, engineering and programming, and
selling, general and administrative expenses increased by $0.2 million, or 8.3% for the three months ended March 31, 2009, compared to the same period in 2008. The increase was primarily due to increases in utilities as a result of stations
transmitting on both analog and digital channels along with network fees.

Local service agreement fees associated with Nexstar relate to
services provided by Nexstar in the production of newscasts, technical maintenance, promotional and administrative support under the SSAs. SSA fees were $2.0 million for the three months ended March 2009 and 2008.

Amortization of broadcast rights, excluding barter, decreased by $0.1 million, or 10.5%, for the three months ended March 31, 2009, compared to the
same period in 2008.

Amortization of intangible assets was $1.3 million for the three months ended March 31, 2009 and 2008.

Depreciation of property and equipment was $0.9 million for the three months ended March 31, 2009 and 2008.

Income from Operations

Income
from operations was $0.7 million for the three months ended March 31, 2009, compared to $1.7 million for the same period of 2008, a decrease of $1.0 million. The decrease in income from operations for the three months ended March 31, 2009
was primarily attributed to lower JSA revenue from Nexstar, partially offset by the increase in retransmission compensation.

Interest Expense

Interest expense, including amortization of debt financing costs, decreased by $1.6 million, or
52.7%, for the three months ended March 31, 2009, compared to the same period in 2008. The amount of interest expense was primarily attributed to lower interest rates.

Income Taxes

Income tax
expense decreased by $71 thousand for the three months ended March 31, 2009, compared to the same period in 2008. The decrease was primarily due to the impairment charges at September 30 and December 31, 2008 which reduced the book
value of goodwill and other indefinite-lived intangible assets. Since the Companys provision for income taxes is primarily comprised of deferred income taxes resulting from the difference in the value of goodwill and other indefinite-lived
assets for income tax purposes compared the value for financial reporting purposes, a reduction in the book value will result in a decrease in deferred taxes.

Liquidity and Capital Resources

We are highly leveraged, which makes us vulnerable to changes in general economic
conditions. Our ability to meet the future cash requirements described below depends on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other conditions, many of
which are beyond our control. Our ability to meet future cash requirements is also dependent upon the local service agreements we have entered into with Nexstar. Under our local service agreements, Nexstar sells our advertising time and pays us a
percentage of the amount collected. The payments we receive from Nexstar are a significant component of our cash flows. On March 27, 2009, Nexstar represented to us that it will continue the various local service agreements under which it
provides sales and other services to our television stations thereby providing financial support to enable us to continue to operate as a going concern. We believe that with Nexstars pledge to continue the local service agreements, our
available cash, anticipated cash flow from operations and available borrowings under our senior credit facility should be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments
for at least the next twelve months from March 31, 2009. In order to meet future cash needs we may, from time to time, borrow under our available credit facility. We will continue to evaluate the best use of our operating cash flow among capital
expenditures, acquisitions and debt reduction.



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##### Table of Contents

Overview

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



|                                                   |  |                             |         |   |                  |   |         |  
|-------------------------------------------------- |  | --------------------------- | ------- | - | ---------------- | - | ------- | -
|                                                   |  | Three Months EndedMarch 31, |        
|                                                   |  | 2009                        |         |   | 2008             |  
|                                                   |  | (in thousands)              |        
|Net cash provided by operating activities          |  | $                           | 773     |   |                  | $ | 3,195   |  
|Net cash used for investing activities             |  |                             | (530    | ) |                  |   | (9,035  | )
|Net cash used for financing activities             |  |                             | (431    | ) |                  |   | (431    | )
|                                                   |  |                             |         |   |                  |   |         |  
|                                                   |  |                            
|Net decrease in cash and cash equivalents          |  | $                           | (188    | ) |                  | $ | (6,271  | )
|                                                   |  |                             |         |   |                  |   |         |  
|                                                   |  |                            
|Cash paid for interest                             |  | $                           | 1,393   |   |                  | $ | 2,973   |  
|Cash paid for income taxes, net                    |  | $                           |        |   |                  | $ |        |  
|                                                   |  |                            
|                                                   |  | March 31,2009               |         |   | December 31,2008 |  
|                                                   |  | (in thousands)              |        
|Cash and cash equivalents                          |  | $                           | 1,238   |   |                  | $ | 1,426   |  
|Long-term debt including current portion           |  | $                           | 173,656 |   |                  | $ | 174,087 |  
|Unused commitments under senior credit facility(1) |  | $                           | 8,000   |   |                  | $ | 8,000   |  
|                                                   | 

| | (1) | As of March 31, 2009, all $8.0 million of total unused commitments under Missions credit facility were available for borrowing.
| | --- | --------------------------------------------------------------------------------------------------------------------------------

Cash Flows  Operating Activities

The comparative net cash flows from operating activities decreased by $2.4 million during the three months ended March 31, 2009 compared to the same period in 2008. The decrease was primarily due to a decrease in net revenue of $1.1
million, combined with changes in the timing of activity in accounts receivable and accounts payable.

Cash paid for interest decreased by
$1.6 million during the three months ended March 31, 2009 compared to the same period in 2008 due to lower average interest rates during the three months ended March 31, 2009 compared to the same period in 2008 under our senior credit
facility.

Due to our recent history of net operating losses, we currently do not pay any federal income taxes. These net operating losses
may be carried forward, subject to expiration and certain limitations, and used to reduce taxable earnings in future years. Through the use of available loss carryforwards, it is possible that we may not pay significant amounts of federal income
taxes in the foreseeable future.

Cash Flows  Investing Activities

The comparative net cash flows used for investing activities decreased by $8.5 million during the three months ended March 31, 2009 compared to the
same period in 2008. The decrease was primarily attributable to no station acquisitions in 2009.

Capital expenditures were $0.5 million
for the three months ended March 31, 2009, compared to $1.1 million for the same period in 2008. The decrease was primarily attributed to the timing of payments for equipment acquisitions.

Cash Flows  Financing Activities

The comparative net cash flows used for financing activities, consisting of scheduled term loan maturities under our senior secured credit facility, were $0.4 million for both the three months ended March 31, 2009 and 2008.

Although our senior credit facility allows for the payment of cash dividends, we do not currently intend to declare or pay a cash dividend.

Future Sources of Financing and Debt Service Requirements

As of March 31, 2009, we had debt of $173.7 million, which represented 245.8% of our total capitalization. Our high level of debt requires that a
substantial portion of cash flow be dedicated to pay principal and interest on debt which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The total amount of borrowings available to us under the revolving loan commitment of our senior secured credit facility is based on covenant
calculations contained in Nexstars credit agreement. As of March 31, 2009, all $8.0 million of total unused commitments under our credit facility were available for borrowing.



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The following table summarizes the approximate aggregate amount of principal indebtedness scheduled to
mature for the periods referenced as of March 31, 2009:



|                       |  |                |         |                  |   |           |  |           |       |            |   |         |  |   |  
|---------------------- |  | -------------- | ------- | ---------------- | - | --------- |  | --------- | ----- | ---------- | - | ------- |  | - | -
|                       |  | Total          |         | Remainderof 2009 |   | 2010-2011 |  | 2012-2013 |       | Thereafter
|                       |  | (in thousands)
|Senior credit facility |  | $              | 173,656 |                  | $ | 1,295     |  | $         | 3,454 |            | $ | 168,907 |  | $ | 

Interest payments on our senior credit facility are generally paid every one to three months and
are payable based on the type of interest rate selected.

The terms of our senior credit facility limit, but do not prohibit us from
incurring substantial amounts of additional debt in the future.

We do not have any rating downgrade triggers that would accelerate the
maturity dates of our debt. However, a downgrade in our credit rating could adversely affect our ability to renew existing, or obtain access to new, credit facilities in the future and could increase the cost of such facilities.

Collateralization and Guarantees of Debt

Nexstar Broadcasting Group, Inc. (Nexstars ultimate parent) and its subsidiaries guarantee full payment of all obligations under our bank credit facility in the event of our default. Similarly, we are a
guarantor of Nexstars bank credit facility and the senior subordinated notes issued by Nexstar. The bank credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of Nexstar
and us. As of March 31, 2009, Nexstar had a maximum commitment of $240.1 million under its bank credit facility, of which $217.6 million of debt was outstanding, and had issued an aggregate principal amount outstanding of $47.9 million of 7%
senior subordinated notes and 142.3 million of 7% PIK senior subordinated notes.

Debt Covenants

Our ability to continue as a going concern is dependent on Nexstars pledge to continue the local services agreements described in a letter of
support dated March 27, 2009. Nexstars senior secured credit facility agreement contains covenants which require them to comply with certain financial ratios, including (a) maximum total and senior leverage ratios, (b) a minimum
interest coverage ratio, and (c) a minimum fixed charge coverage ratio. The covenants, which are calculated on a quarterly basis, include the combined results of Nexstar Broadcasting and us. Our senior secured credit facility agreement does not
contain financial covenant ratio requirements; however it does include an event of default if Nexstar does not comply with all covenants contained in its credit agreement. As of March 31, 2009, Nexstar was in compliance with all covenants
contained in the credit agreements governing our senior secured credit facility and the indentures governing the publicly-held notes.

On
March 30, 2009, Nexstar closed an offer to exchange $143,600,000 of the 7% senior subordinated notes due 2014 in exchange for $142,320,761 7% senior subordinated PIK Notes due 2014 (the PIK Notes). Based on the financial covenants in the
Nexstar senior secured credit facility, the PIK Notes are not included in the debt amount used to calculate the total leverage ratio until January 2011. In addition to the debt exchange, Nexstar has undertaken certain actions as part of their
efforts to ensure they do not exceed the maximum total leverage and senior leverage ratios including 1) the elimination of corporate bonuses for 2008 and 2009, 2) the consolidation of various back office processes in certain markets, 3) the
execution of a management services agreement whereby Nexstar operates four stations in exchange for a service fee, and 4) the consummation of a purchase agreement on March 11, 2009 to acquire all the assets of KARZ.

In addition to the above items, Nexstars plans for 2009 include certain other cost containment measures, including one week Company furloughs for
all employees, if necessary. Nexstar believes the consummation of the exchange offer combined with the actions described above, will allow them to maintain compliance with all covenants contained in its credit agreements governing its senior secured
facility and the indentures governing its publicly held notes for a period of at least the next twelve months from March 31, 2009. No assurance can be provided that Nexstars actions will be successful or that such actions will allow them
to maintain compliance with these covenants.

Cash Requirements for DTV Conversion

In February 2009, President Obama signed into law legislation that established June 12, 2009 as the deadline for television broadcasters to complete
their transition to DTV-only operations and return their analog spectrum to the FCC. The DTV transmission system delivers video and audio signals of higher quality (including high definition television) than the existing analog transmission system.
DTV also has substantial capabilities for multiplexing (the broadcast of several channels of programs concurrently) and data transmission. The introduction of digital television requires consumers to purchase new television sets that are capable of
receiving and displaying the DTV signals, or adapters to receive DTV signals and convert them to analog signals for display on their existing receivers.

For the transition period, the FCC allotted each licensed television station a second channel for broadcast of a DTV signal. Stations may broadcast with both analog and DTV signals until
June 12, 2009; however, all stations must be broadcasting in at least low power digital. Stations are required to simulcast 100% of their analog programming on their DTV channel during the transition period.

As of March 31, 2009, Missions stations WFXP, WUTR, WTVO, WYOU, KCIT, KTVE, KAMC, KRBC, KJTL, KHMT and KSAN were broadcasting with full-power DTV
signals. As of March 31, 2009, Missions stations WYOU, KJTL, KSAN-TV, KAMC and WTVO have terminated analog operations and are broadcasting exclusively in DTV. Missions stations KHMT and KOLR terminated analog operations and began
broadcasting exclusively in DTV as of April 16, 2009 and station WFXP terminated analog operations and began broadcasting exclusively in DTV on April 22. Mission has informed the FCC that KRBC-TV will be terminating analog operations and
broadcasting exclusively in DTV as of May 12, 2009 and that stations KTVE, KCIT, KODE-TV, WFXW and WUTR will be terminating analog operations and broadcasting exclusively in DTV as of the final DTV conversion date of June 12, 2009.

In addition, WFXW holds a construction permit issued by the FCC to build higher-power DTV facilities by October 18, 2009. WFXW is expected to complete
construction on or before that deadline.



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##### Table of Contents

DTV conversion expenditures were $0.8 million and $1.3 million, respectively, for the three months ended
March 31, 2009 and 2008.

Cash Requirements for Pending Transaction

On April 18, 2006, we and Nexstar announced that we had filed an application with the FCC for consent to assignment of the license for KFTA Channel
24 (Ft. Smith, Arkansas) from Nexstar to us. Consideration for this transaction is set at $5.6 million. We intend to finance this transaction through cash on hand and borrowings under our senior secured credit facility.

No Off-Balance Sheet Arrangements

At March 31, 2009, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which would have been established for
the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such
relationships.

Critical Accounting Policies and Estimates

Our condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(U.S. GAAP) which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements and
reported amounts of revenue and expenses during the period. On an ongoing basis, we evaluate our estimates, including those related to goodwill and intangible assets, bad debts, broadcast rights, trade and barter, income taxes, commitments and
contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year.

Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require
subjective or complex judgments by management is contained on pages 27 through 30 in Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2008. Management believes that as of March 31, 2009 there has been no material change to this information.

Recent Accounting Pronouncements

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than
statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including: any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or
other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial
items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words may, will, should, could, would, predicts, potential, continue, expects,
anticipates, future, intends, plans, believes, estimates and other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ from this 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, 2008 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 unless otherwise required by law.



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##### Table of Contents

|ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Interest Rate Risk

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

All term loan borrowings at March 31, 2009 under our senior credit facility bear interest at 2.97%, which represented
the base rate, or LIBOR, plus the applicable margin, as defined. All revolving loan borrowings at March 31, 2009 under our senior credit facility bear interest at 2.47%, which represented the base rate, or LIBOR, plus the applicable margin, as
defined. Interest is payable in accordance with the credit agreement.

The following table estimates the changes to cash flow from
operations as of March 31, 2009 if interest rates were to fluctuate by 100 or 50 basis points, or BPS (where 100 basis points represents one percentage point), for a twelve-month period:



|                       |  |                        |       |                        |   |        |  |   |         |   |  |   |        |  
|---------------------- |  | ---------------------- | ----- | ---------------------- | - | ------ |  | - | ------- | - |  | - | ------ | -
|                       |  | Interest rate decrease |       | Interest rate increase |  
|                       |  | 100 BPS                |       | 50 BPS                 |   | 50 BPS |  |   | 100 BPS |  
|                       |  | (in thousands)         |       | (in thousands)         |  
|Senior credit facility |  | $                      | 1,737 |                        | $ | 868    |  | $ | (868    | ) |  | $ | (1,737 | )

Impact of Inflation

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



|ITEM 4. | Controls and Procedures
|------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

Missions management, with the participation of Missions President and Treasurer (who
is Missions principal executive officer and principal financial and accounting officer), conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Missions disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

Based upon that evaluation,
Missions President and Treasurer concluded that as of the end of the period covered by this report Missions disclosure controls and procedures were effective in ensuring that information required to be disclosed by Mission in the reports
it files or submits under the Securities Exchange Act of 1934 (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
Missions management, including its President and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarterly period as of the end of the period covered
by this report, there have been no changes in Missions internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.



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PART II. OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------

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



|ITEM 1A. | Risk Factors
|-------- | ------------

There are no material changes from
the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008.



|ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|ITEM 5. | Other Information
|------- | -----------------

None.



|ITEM 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                                                                                                                               
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Index                                                                                                                                                                                                                                 
|4.1         |  | Indenture, dated as of March 30, 2009, among Nexstar Broadcasting, Inc., Mission Broadcasting, Inc., as guarantor, and The Bank of New York Mellon, as Trustee.                                                                              
|            | 
|4.2         |  | First Supplemental Indenture, dated as of March 30, 2009, among Nexstar Broadcasting, Inc., Mission Broadcasting, Inc., as guarantor, and Nexstar Broadcasting Group, Inc., as parent
guarantor, and The Bank of New York Mellon, as Trustee.
|            | 
|10.1        |  | Registration Rights Agreement, dated March 30, 2009, by and among Nexstar Broadcasting, Inc., Mission Broadcasting, Inc. and Nexstar Broadcasting Group, Inc. and UBS Securities LLC for the
benefit of holders of PIK Notes.                
|            | 
|31.1        |  | Certification of David S. Smith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                   
|            | 
|32.1        |  | Certification of David S. Smith pursuant to 18 U.S.C. ss. 1350.*                                                                                                                                                                              



|* | Filed herewith
|- | --------------

| | Incorporated by reference to the exhibit of the same number to the current report on Form 8-K filed by the Company with the Securities Exchange Commission on April 3, 2009
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

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.



MISSION BROADCASTING, INC./s/ DAVID S. SMITHBy:

David S. SmithIts:

President and Treasurer(Principal Executive Officer and Principal Financial and
Accounting Officer)


Dated: May 15, 2009



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