UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-Q
 
 Quarterly Report pursuant to Section
13 OR 15 (d) of the Securities Exchange Act of
1934
 
 For
the quarterly period ended March 31, 2009
 
 Commission
      file number: 001-31311
              Commission
      file number: 000-25206LIN
      TelevisionLIN
      TV Corp.
              Corporation(Exact
      name of registrant as
              (Exact
      name of registrant asspecified
      in its charter)
              specified
      in its charter)Delaware
              Delaware(State
      or other jurisdiction of
              (State
      or other jurisdiction ofincorporation
      or organization)
              incorporation
      or organization)05-0501252
              13-3581627(I.R.S.
      Employer
              (I.R.S.
      EmployerIdentification
      No.)
              Identification
      No.)
 
 Four
Richmond Square, Suite 200, Providence, Rhode Island 02906
 (Address
of principal executive offices)
 
 (401)
454-2880
 (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 the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes R  No
£
 
 Indicate
by check mark whether the registrant has submitted electronically and posted to
its corporate Web site, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding twelve 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 R
              Non-accelerated  filer
      £
              Smaller
      reporting company £(Do
      not check if a 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
R
 
 This
combined Form 10-Q is separately filed by (i) LIN TV Corp. and (ii) LIN
Television Corporation. LIN Television Corporation meets the conditions set
forth in general instruction H (1) (a) and (b) of Form 10-Q and is, therefore,
filing this form with the reduced disclosure format permitted by such
instruction.
 
 LIN
TV Corp. Class A common stock, $0.01 par value, issued and outstanding at April
30, 2009: 27,900,870 shares
 LIN
TV Corp. Class B common stock, $0.01 par value, issued and outstanding at April
30, 2009: 23,502,059 shares.
 LIN
TV Corp. Class C common stock, $0.01 par value, issued and outstanding at April
30, 2009: 2 shares.
 LIN
Television Corporation common stock, $0.01 par value, issued and outstanding at
April 30, 2009: 1,000 shares.
 
  Table of Contents
  Table of Contents
 
 Part I. Financial InformationItem 1. Unaudited Consolidated Financial Statements of LIN
      TV Corp.Consolidated Balance Sheets
              3Consolidated Statements of Operations
              4Consolidated Statements of Stockholders’ Equity and
      Comprehensive Income
              5Consolidated Statements of Cash Flows
              6Notes to Unaudited Consolidated Financial Statements (See
      separate index for financial statements of LIN Television
      Corporation)
              7Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
              20Item 3. Quantitative and Qualitative Disclosures about
      Market Risk
              28Item 4. Controls and Procedures
              29Part II. Other InformationItem 1. Legal Proceedings
              30Item 1A. Risk Factors
              30Item 2. Unregistered Sales of Equity Securities and Use
      of Proceeds
              30Item 3. Defaults Upon Senior
      Securities
              30Item 4. Submission of Matters to a Vote of Security
      Holders
              30Item 5. Other Information
              30Item 6. Exhibits
              31Signature Page
              32
 
    2
 Table of Contents
  Part I. Financial InformationItem 1. Financial StatementsLIN
      TV Corp.Consolidated Balance Sheets(unaudited)March
      31,
                                                                                  
                                                                                  
                                                                                  December
      31,2009
                                                                                  
                                                                                  
                                                                                  2008(in
      thousands, except share data)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                                                  
                                                                                  $
                                                                                  15,401
                                                                                  
                                                                                  
                                                                                  
                                                                                  20,106Accounts
      receivable, less allowance for doubtful accounts (2009 - $2,918; 2008 -
      $2,761)
                                                                                  
                                                                                  
                                                                                  58,584
                                                                                  
                                                                                  
                                                                                  
                                                                                  68,277Program
      rights
                                                                                  
                                                                                  
                                                                                  3,034
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,311Assets
      held for sale
                                                                                  
                                                                                  
                                                                                  234
                                                                                  
                                                                                  
                                                                                  
                                                                                  430Other
      current assets
                                                                                  
                                                                                  
                                                                                  4,934
                                                                                  
                                                                                  
                                                                                  
                                                                                  5,045Total
      current assets
                                                                                  
                                                                                  
                                                                                  82,187
                                                                                  
                                                                                  
                                                                                  
                                                                                  97,169Property
      and equipment, net
                                                                                  
                                                                                  
                                                                                  177,195
                                                                                  
                                                                                  
                                                                                  
                                                                                  180,679Deferred
      financing costs
                                                                                  
                                                                                  
                                                                                  6,716
                                                                                  
                                                                                  
                                                                                  
                                                                                  8,511Equity
      investments
                                                                                  
                                                                                  
                                                                                  128
                                                                                  
                                                                                  
                                                                                  
                                                                                  128Program
      rights
                                                                                  
                                                                                  
                                                                                  2,804
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,422Goodwill
                                                                                  
                                                                                  
                                                                                  117,159
                                                                                  
                                                                                  
                                                                                  
                                                                                  117,159Broadcast
      licenses and other intangible assets, net
                                                                                  
                                                                                  
                                                                                  430,121
                                                                                  
                                                                                  
                                                                                  
                                                                                  430,142Assets
      held for sale
                                                                                  
                                                                                  
                                                                                  6,914
                                                                                  
                                                                                  
                                                                                  
                                                                                  8,872Other
      assets
                                                                                  
                                                                                  
                                                                                  4,646
                                                                                  
                                                                                  
                                                                                  
                                                                                  6,512Total
      assets
                                                                                  
                                                                                  $
                                                                                  827,870
                                                                                  
                                                                                  
                                                                                  $
                                                                                  852,594LIABILITIES,
      PREFERRED STOCK AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Current
      portion of long-term debt
                                                                                  
                                                                                  $
                                                                                  15,900
                                                                                  
                                                                                  
                                                                                  $
                                                                                  15,900Accounts
      payable
                                                                                  
                                                                                  
                                                                                  4,068
                                                                                  
                                                                                  
                                                                                  
                                                                                  7,988Accrued
      expenses
                                                                                  
                                                                                  
                                                                                  52,709
                                                                                  
                                                                                  
                                                                                  
                                                                                  56,701Program
      obligations
                                                                                  
                                                                                  
                                                                                  12,189
                                                                                  
                                                                                  
                                                                                  
                                                                                  10,109Liabilities
      held for sale
                                                                                  
                                                                                  
                                                                                  443
                                                                                  
                                                                                  
                                                                                  
                                                                                  429Total
      current liabilities
                                                                                  
                                                                                  
                                                                                  85,309
                                                                                  
                                                                                  
                                                                                  
                                                                                  91,127Long-term
      debt, excluding current portion
                                                                                  
                                                                                  
                                                                                  670,155
                                                                                  
                                                                                  
                                                                                  
                                                                                  727,453Deferred
      income taxes, net
                                                                                  
                                                                                  
                                                                                  161,696
                                                                                  
                                                                                  
                                                                                  
                                                                                  141,702Program
      obligations
                                                                                  
                                                                                  
                                                                                  4,177
                                                                                  
                                                                                  
                                                                                  
                                                                                  5,336Liabilities
      held for sale
                                                                                  
                                                                                  
                                                                                  244
                                                                                  
                                                                                  
                                                                                  
                                                                                  343Other
      liabilities
                                                                                  
                                                                                  
                                                                                  66,236
                                                                                  
                                                                                  
                                                                                  
                                                                                  68,883Total
      liabilities
                                                                                  
                                                                                  
                                                                                  987,817
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,034,844Commitments
      and Contingenices (Note 11)Stockholders'
      equity:Class
      A common stock, $0.01 par value, 100,000,000 shares authorized,29,714,936 and 29,733,672 shares at March 31, 2009 and December 31,
      2008, respectively, issued and outstanding
                                                                                  
                                                                                  
                                                                                  294
                                                                                  
                                                                                  
                                                                                  
                                                                                  294Class
      B common stock, $0.01 par value, 50,000,000 shares authorized,23,502,059 shares at March 31, 2009 and December 31, 2008, issued
      and outstanding; convertible into an equal numberof shares of Class A
      or Class C common stock
                                                                                  
                                                                                  
                                                                                  235
                                                                                  
                                                                                  
                                                                                  
                                                                                  235Class
      C common stock, $0.01 par value, 50,000,000 shares authorized,2
      shares at March 31, 2009 and December 31, 2008, respectively, issued and
      outstanding; convertible into an equal number of shares of Class A common
      stock
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Treasury
      stock, 1,806,428 shares of Class A common stockat March 31, 2009
      and December 31, 2008, at cost
                                                                                  
                                                                                  
                                                                                  (18,005
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (18,005
                                                                                  )Additional
      paid-in capital
                                                                                  
                                                                                  
                                                                                  1,102,508
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,101,919Accumulated
      deficit
                                                                                  
                                                                                  
                                                                                  (1,214,368
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,239,090
                                                                                  )Accumulated
      other comprehensive loss
                                                                                  
                                                                                  
                                                                                  (34,111
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (34,634
                                                                                  )Total
      stockholders' deficit
                                                                                  
                                                                                  
                                                                                  (163,447
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (189,281
                                                                                  )Preferred
      stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 sharesissued and outstanding at March 31, 2009 and December 31, 2008,
      respectively (Note 1)
                                                                                  
                                                                                  
                                                                                  3,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  7,031Total
      deficit
                                                                                  
                                                                                  
                                                                                  (159,947
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (182,250
                                                                                  )Total
      liabilities, preferred stock and stockholders' deficit
                                                                                  
                                                                                  $
                                                                                  827,870
                                                                                  
                                                                                  
                                                                                  $
                                                                                  852,594The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
   3
 Table of Contents
  LIN
      TV Corp.Consolidated Statements of Operations(unaudited)Three
      months ended March 31,2009
                                                                      
                                                                      
                                                                      2008(in
      thousands, except share data)Net
      revenues
                                                                      
                                                                      $
                                                                      74,475
                                                                      
                                                                      
                                                                      $
                                                                      93,064Operating
      costs and expenses:Direct
      operating
                                                                      
                                                                      
                                                                      26,915
                                                                      
                                                                      
                                                                      
                                                                      30,066Selling,
      general and administrative
                                                                      
                                                                      
                                                                      25,616
                                                                      
                                                                      
                                                                      
                                                                      28,575Amortization
      of program rights
                                                                      
                                                                      
                                                                      6,332
                                                                      
                                                                      
                                                                      
                                                                      6,176Corporate
                                                                      
                                                                      
                                                                      4,418
                                                                      
                                                                      
                                                                      
                                                                      5,030Depreciation
                                                                      
                                                                      
                                                                      8,126
                                                                      
                                                                      
                                                                      
                                                                      7,449Amortization
      of intangible assets
                                                                      
                                                                      
                                                                      20
                                                                      
                                                                      
                                                                      
                                                                      93(Gain)
      loss from asset dispositions
                                                                      
                                                                      
                                                                      (1,709
                                                                      )
                                                                      
                                                                      
                                                                      101Operating
      income
                                                                      
                                                                      
                                                                      4,757
                                                                      
                                                                      
                                                                      
                                                                      15,574Other
      (income) expense:Interest
      expense, net
                                                                      
                                                                      
                                                                      10,922
                                                                      
                                                                      
                                                                      
                                                                      14,391Share
      of income in equity investments
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (451
                                                                      )Loss
      (gain) on derivative instruments
                                                                      
                                                                      
                                                                      220
                                                                      
                                                                      
                                                                      
                                                                      (375
                                                                      )(Income)
      loss on extinguishment of debt
                                                                      
                                                                      
                                                                      (50,149
                                                                      )
                                                                      
                                                                      
                                                                      100Other,
      net
                                                                      
                                                                      
                                                                      269
                                                                      
                                                                      
                                                                      
                                                                      449Total
      other (income) expense, net
                                                                      
                                                                      
                                                                      (38,738
                                                                      )
                                                                      
                                                                      
                                                                      14,114Income
      from continuing operations before provision for income
    taxes
                                                                      
                                                                      
                                                                      43,495
                                                                      
                                                                      
                                                                      
                                                                      1,460Provision
      for income taxes
                                                                      
                                                                      
                                                                      18,489
                                                                      
                                                                      
                                                                      
                                                                      585Income
      from continuing operations
                                                                      
                                                                      
                                                                      25,006
                                                                      
                                                                      
                                                                      
                                                                      875Discontinued
      operations:(Loss)
      income from discontinued operations, net of (benefit from)provision for income taxes of $(659) and $61 for the three months
      ended March 31, 2009 and 2008, respectively
                                                                      
                                                                      
                                                                      (284
                                                                      )
                                                                      
                                                                      
                                                                      588Net
      income
                                                                      
                                                                      $
                                                                      24,722
                                                                      
                                                                      
                                                                      $
                                                                      1,463Basic
      income per common share:Income
      from continuing operations
                                                                      
                                                                      $
                                                                      0.49
                                                                      
                                                                      
                                                                      $
                                                                      0.02(Loss)
      income from discontinued operations, net of tax
                                                                      
                                                                      
                                                                      (0.01
                                                                      )
                                                                      
                                                                      
                                                                      0.01Net
      income
                                                                      
                                                                      $
                                                                      0.48
                                                                      
                                                                      
                                                                      $
                                                                      0.03Weighted
      - average number of common shares outstandingused in calculating
      basic income per common share
                                                                      
                                                                      
                                                                      51,114
                                                                      
                                                                      
                                                                      
                                                                      50,597Diluted
      income per common share:Income
      from continuing operations
                                                                      
                                                                      $
                                                                      0.49
                                                                      
                                                                      
                                                                      $
                                                                      0.02(Loss)
      income from discontinued operations, net of tax
                                                                      
                                                                      
                                                                      (0.01
                                                                      )
                                                                      
                                                                      
                                                                      0.01Net
      income
                                                                      
                                                                      $
                                                                      0.48
                                                                      
                                                                      
                                                                      $
                                                                      0.03Weighted
      - average number of common shares outstandingused in calculating
      diluted income per common share
                                                                      
                                                                      
                                                                      51,122
                                                                      
                                                                      
                                                                      
                                                                      51,613The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
   4
 Table of Contents
  LIN
      TV Corp.Consolidated Statements of Stockholders' Equity and Comprehensive
      Income(unaudited)(in
      thousands, except share data)Common
      Stock
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Treasury Stock (at cost)
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Additional
      Paid-In Capital
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Accumulated
      Deficit
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Accumulated
      Other Comprehensive Loss
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Total
      Stockholders' Deficit
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Preferred
      Stock of Banks Broadcasting
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Comprehensive
      IncomeClass
      A
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Class
      B
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Class
      CTotal
      Deficit
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  AmountBalance
      at December 31, 2008
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (182,250
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  294
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  235
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (18,005
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  1,101,919
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (1,239,090
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (34,634
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (189,281
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  7,031
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $Amortization
      of prior service cost, net of tax of $3
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  4
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  4
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  4
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  4Amortization
      of net loss, net of tax of $52
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  78
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  78
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  78
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  78Unrealized
      loss on cash flow hedge, net of tax of $293
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  441
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  441
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  441
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  441Stock-based
      compensation, continuing operations
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  589
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  589
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  589
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -Restricted
      shares cancelled
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -Net
      income (loss)
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  21,191
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  24,722
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  24,722
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  (3,531
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  24,722Comprehensive
      income - March 31, 2009
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  25,245Balance
      at March 31, 2009
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (159,947
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  294
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  235
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (18,005
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  1,102,508
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (1,214,368
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (34,111
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  (163,447
                                                                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                  3,500The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements
   5
 Table of Contents
  LIN
      TV Corp.Consolidated Statements of Cash Flows(unaudited)Three
      Months Ended March 31,2009
                                                                
                                                                
                                                                2008(in
      thousands)OPERATING
      ACTIVITIES:Net
      income
                                                                
                                                                $
                                                                24,722
                                                                
                                                                
                                                                $
                                                                1,463Loss
      (income) from discontinued operations
                                                                
                                                                
                                                                284
                                                                
                                                                
                                                                
                                                                (588
                                                                )Adjustment
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                                                                
                                                                
                                                                8,126
                                                                
                                                                
                                                                
                                                                7,449Amortization
      of intangible assets
                                                                
                                                                
                                                                20
                                                                
                                                                
                                                                
                                                                93Amortization
      of financing costs and note discounts
                                                                
                                                                
                                                                977
                                                                
                                                                
                                                                
                                                                2,126Amortization
      of program rights
                                                                
                                                                
                                                                6,332
                                                                
                                                                
                                                                
                                                                6,176Program
      payments
                                                                
                                                                
                                                                (4,582
                                                                )
                                                                
                                                                
                                                                (7,005
                                                                )(Gain)
      loss on extinguishment of debt
                                                                
                                                                
                                                                (50,149
                                                                )
                                                                
                                                                
                                                                100Loss
      (gain) on derivative instruments
                                                                
                                                                
                                                                220
                                                                
                                                                
                                                                
                                                                (375
                                                                )Share
      of income in equity investments
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (451
                                                                )Deferred
      income taxes, net
                                                                
                                                                
                                                                18,758
                                                                
                                                                
                                                                
                                                                (744
                                                                )Stock-based
      compensation
                                                                
                                                                
                                                                589
                                                                
                                                                
                                                                
                                                                1,413(Gain)
      loss from asset dispositions
                                                                
                                                                
                                                                (1,709
                                                                )
                                                                
                                                                
                                                                101Other,
      net
                                                                
                                                                
                                                                2,291
                                                                
                                                                
                                                                
                                                                634Changes
      in operating assets and liabilities, net of acquisitions and
      disposals:Accounts
      receivable
                                                                
                                                                
                                                                9,693
                                                                
                                                                
                                                                
                                                                10,483Other
      assets
                                                                
                                                                
                                                                1,977
                                                                
                                                                
                                                                
                                                                1,201Accounts
      payable
                                                                
                                                                
                                                                (3,920
                                                                )
                                                                
                                                                
                                                                (7,503
                                                                )Accrued
      interest expense
                                                                
                                                                
                                                                5,751
                                                                
                                                                
                                                                
                                                                9,965Other
      accrued expenses
                                                                
                                                                
                                                                (15,802
                                                                )
                                                                
                                                                
                                                                (1,428
                                                                )Net
      cash provided by operating activities, continuing
    operations
                                                                
                                                                
                                                                3,578
                                                                
                                                                
                                                                
                                                                23,110Net
      cash used in operating activities, discontinued operations
                                                                
                                                                
                                                                (101
                                                                )
                                                                
                                                                
                                                                (701
                                                                )Net
      cash provided by operating activities
                                                                
                                                                
                                                                3,477
                                                                
                                                                
                                                                
                                                                22,409INVESTING
      ACTIVITIES:Capital
      expenditures
                                                                
                                                                
                                                                (1,852
                                                                )
                                                                
                                                                
                                                                (1,665
                                                                )Distributions
      from equity investments
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,019Other
      investments, net
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (97
                                                                )Net
      cash used in investing activities, continuing operations
                                                                
                                                                
                                                                (1,852
                                                                )
                                                                
                                                                
                                                                (743
                                                                )Net
      cash provided by investing activities, discontinued
    operations
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,817Net
      cash (used in) provided by investing activities
                                                                
                                                                
                                                                (1,852
                                                                )
                                                                
                                                                
                                                                1,074FINANCING
      ACTIVITIES:Net
      proceeds on exercises of employee stock options and phantom stock units
      andemployee stock purchase plan issuances
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                456Proceeds
      from borrowings on long-term debt
                                                                
                                                                
                                                                66,000
                                                                
                                                                
                                                                
                                                                -Principal
      payments on long-term debt
                                                                
                                                                
                                                                (72,330
                                                                )
                                                                
                                                                
                                                                (22,075
                                                                )Net
      cash used in financing activities, continuing operations
                                                                
                                                                
                                                                (6,330
                                                                )
                                                                
                                                                
                                                                (21,619
                                                                )Net
      cash used in financing activities
                                                                
                                                                
                                                                (6,330
                                                                )
                                                                
                                                                
                                                                (21,619
                                                                )Net
      (decrease) increase in cash and cash equivalents
                                                                
                                                                
                                                                (4,705
                                                                )
                                                                
                                                                
                                                                1,864Cash
      and cash equivalents at the beginning of the period
                                                                
                                                                
                                                                20,106
                                                                
                                                                
                                                                
                                                                40,031Cash
      and cash equivalents at the end of the period
                                                                
                                                                $
                                                                15,401
                                                                
                                                                
                                                                $
                                                                41,895Less
      cash and cash equivalents from discontinued operations, end of the
      period
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -Cash
      and cash equivalents from continuing operations, end of the
      period
                                                                
                                                                $
                                                                15,401
                                                                
                                                                
                                                                $
                                                                41,895The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
   6
 Table of Contents
    LIN
TV Corp.
 Notes to Unaudited Consolidated Financial Statements
 
 Note 1 — Basis of Presentation and
Summary of Significant Accounting Policies
 
 Description
of Business
 
 LIN
TV Corp. (“LIN TV”), together with its subsidiaries, including LIN Television
Corporation (“LIN Television”), is a television station group operator in the
United States. In these notes, the terms “Company,” “LIN TV,” “we,” “us” or
“our” mean LIN TV Corp. and all subsidiaries included in our unaudited
consolidated financial statements.
 
 Financial
Condition
 
 Our
operating plan for the remainder of 2009 requires that we generate cash from
operations and, if necessary, utilize borrowings under our revolving credit
facility. Our ability to borrow under our revolving credit facility is
contingent upon our compliance with certain financial covenants, which are
measured, in part, by the level of cash we generate from our
operations.  As of March 31, 2009, we were in compliance with all
financial and non-financial covenants in our credit agreement.
 
 Our
future ability to generate cash from operations and from borrowings under our
credit facility could be adversely effected by a number of risks, which are
discussed in the Liquidity and Capital Resources section within the Management
Discussion and Analysis, and in the Risk Factors section, in our
Annual Report on Form 10-K for the year ended December 31, 2008.
 
 During
the three months ended March 31, 2009, we experienced continued declines in
revenues compared to the same period in 2008.  These declines in
revenues were in excess of our original 2009 plan and we anticipate continued
weakness in revenues during the second quarter of this year.  As a
result, we believe it is increasingly likely that we will need to enact a
series of further cost reduction actions and other measures in order to sustain
compliance with the financial covenants in our credit agreement over the next 12
months, and/or we may choose to seek an amendment to our credit
agreement.  Our further cost reduction actions may include, among
other things, decreases in headcount, salaries and related benefits, reductions
of business travel and advertising expenditures, and the sale of certain non
strategic assets, to the extent permitted by our credit facility. While we
believe that sustained compliance with our financial covenants over the next 12
months is achievable given our current plans, and these additional measures, we
believe that there is now a greater likelihood that we will need to seek an
amendment to the financial covenants in our credit agreement.
 
 Further,
if actual advertising revenues are significantly less than currently anticipated
for the second quarter of this year and for the remainder of this year, and we
are unable to effect cost reduction initiatives or other actions in addition to
those described above to offset such shortfalls, and/or we are unable to
generate sufficient revenues from other sources to offset the decline in
advertising revenues, we may not be able to generate sufficient cash from
operations to fund our cash requirements over the next 12 months, including
scheduled interest
and required principal payments on our outstanding indebtedness and ongoing
capital expenditures and projected working capital needs. These developments may
also require us to seek an amendment to the financial covenants in our credit
agreement. If we are unable to secure such an amendment we may not be in
compliance with these financial covenants, and our lenders and the holders of
our 61⁄2% Senior Subordinated Notes and our 61⁄2% Senior Subordinated Notes - Class
B could demand immediate repayment of all of our outstanding debt. Under these
circumstances, the acceleration of our debt could have a material adverse
effect on the Company.
 
 7
 Table of Contents
  Our
joint venture with NBC Universal has also been adversely impacted by the current
economic downturn. Cash flow shortfalls at the joint venture caused by a decline
in advertising revenues could require us to make cash payments to the joint
venture to cover interest obligations under the General Electric Capital
Corporation (“GECC”) Note.  The joint venture is not planning to
distribute any cash to either NBC Universal or us in 2009; and will use its
existing debt service reserve cash balances ($15.1 million as of March 31, 2009)
to fund interest payments. For 2009, we estimate that the cash available to the
joint venture will be in the range of $5 million to $10 million less than the
amount needed to pay interest on the GECC Note during the fourth quarter of
2009, however the actual cash shortfall could be greater than our current
estimate.  NBC Universal and we have agreed that if the joint venture
does not have sufficient cash to cover 2009 interest payments on the GECC Note,
we and NBC Universal will provide the joint venture with a shortfall loan on the
basis of our percentage of economic interest in the joint venture.  If
we are required to fund a portion of a shortfall loan, we plan to use our
available cash balances or available borrowings under our credit
facility.  In addition, if the joint venture experiences further cash
shortfalls beyond 2009, we may decide to fund such cash shortfalls, or to cover
such shortfalls through further loans or equity contributions to the joint
venture.
 
 Changes
in Classifications
 
 In
December 2007, the FASB issued FAS 160 “Non-controlling Interests in
Consolidated Financial Statements” (“FAS 160”), which amends ARB 51,
“Consolidated Financial Statements” (“ARB 51”). FAS 160 is effective for
quarterly and annual reporting periods that begin after December 15, 2008.
FAS 160 establishes accounting and reporting standards with respect to
non-controlling interests (also called minority interests) in an effort to
improve the relevance, comparability and transparency of financial information
that a company provides with respect to its non-controlling interests. The
significant requirements under FAS 160 are the reporting of the non-controlling
interests separately in the equity section of the balance sheet and the
reporting of the net income or loss of the controlling and non-controlling
interests separately on the face of the statement of operations. We have adopted
FAS 160 effective January 1, 2009, and as a result, reclassified the
preferred stock of Banks Broadcasting, Inc. (“Banks Broadcasting”), representing
non-controlling interest, to the equity section of our balance
sheet.
 
 Basis
of Presentation
 
 Our
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States (“GAAP”). Our
significant accounting policies are described below. The following are
accounting terms that we use throughout this section to assist in an
understanding of our financial statements and accounting policies: Financial
Accounting Standards Board (“FASB”), Financial Accounting Standard (“FAS”),
Accounting Principles Board (“APB”), Emerging Issues Task Force (“EITF”),
Financial Interpretation Number (“FIN”), Accounting Research
Bulletin ("ARB") and FASB Staff Position (“FSP”). Our
consolidated financial statements have been prepared without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed or omitted
pursuant to such rules and regulations. Certain financial statement accounts
have been reclassified in the prior period financial statements to conform
to the current period financial statement presentation.
 In
the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly our financial
position, results of operations and cash flows for the periods presented. The
interim results of operations are not necessarily indicative of the results to
be expected for the full year.
 
 8
 Table of Contents
  Use
of Estimates
 
 The
preparation of financial statements in conformity with GAAP requires our
management to make estimates and assumptions that affect the amounts reported in
the unaudited consolidated financial statements and the notes to the unaudited
consolidated financial statements. Our actual results could differ from these
estimates. Estimates are used for the allowance for doubtful accounts in
receivables, valuation of goodwill and intangible assets, amortization of
program rights and intangible assets, stock-based-compensation, pension costs,
barter transactions, income taxes, employee medical insurance claims, useful
lives of property and equipment, contingencies, litigation and net assets of
businesses acquired.
 
 Net
Earnings per Common Share
 
 Basic
earnings per share (“EPS”) is based upon net earnings divided by the weighted
average number of common shares outstanding during the period. Diluted EPS
reflects the effect of the assumed exercise of stock options and vesting of
restricted shares only in the periods in which such effect would have been
dilutive.
 
 The
following is a reconciliation of income available to common shareholders from
continuing operations and weighted-average common shares outstanding for
purposes of calculating basic and diluted income per common share (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Numerator
      for income per common share calculation:Income
      available to common shareholders from continuing operations, basic and
      diluted
                    
                    $
                    25,006
                    
                    
                    $
                    875(Loss)
      income available to common shareholders from discontinued operations,
      basic and diluted
                    
                    
                    (284
                    )
                    
                    
                    588Net
      income available to common shareholders, diluted
                    
                    $
                    24,722
                    
                    
                    $
                    1,463Denominator
      for income per common share calculation:Weighted-average
      common shares, basic
                    
                    
                    51,114
                    
                    
                    
                    50,597Effect
      of dilutive securities:Stock
      options
                    
                    
                    8
                    
                    
                    
                    685Restricted
      stock
                    
                    
                    -
                    
                    
                    
                    331Weighted-average
      common shares, diluted
                    
                    
                    51,122
                    
                    
                    
                    51,613
 
 
 9
 Table of Contents
 
 Recently
Issued Accounting Pronouncements
 
 In
January 2009, the FASB issued EITF 99-20-1 “Amendments to the Impairment
Guidance of EITF Issue No. 99-20”. EITF 99-20-1 is effective for interim and
annual reporting periods ending after December 15, 2008. EITF 99-20-1 amends the
guidance in EITF Issue No. 99-20 “Recognition of Interest Income and Impairment
on Purchased Beneficial Interests and Beneficial Interests That Continue to Be
Held by a Transferor in Securitized Financial Assets,” to achieve more
consistent determination of whether an other-than-temporary impairment has
occurred.  EITF 99-20-1 also retains and emphasizes the objective of
an other-than-temporary assessment and the related disclosure requirements in
FASB No. 115 “Accounting for Certain Investments in Debt
and Equity Securities” and other related guidance. We have adopted EITF 99-20-1
effective January 1, 2009. EITF 99-20-1 did not have a material impact on our
consolidated financial statements.
 
 In
December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is
effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1
increases disclosure requirements related to an employer’s defined benefit
pension or other postretirement plans.  We plan to adopt FSP FAS
132(R)-1 effective January 1, 2010, and we do not expect it to have a material
impact on our consolidated financial statements.
 
 In
November 2008, the FASB issued EITF 08-1, “Revenue Arrangements with
Multiple Deliverables” (“EITF 08-1”).  EITF 08-1 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after December 31, 2009 and shall be applied on a prospective
basis.  Earlier application is permitted as of the beginning of a
fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating activities.
We plan to adopt EITF 08-1 on January 1, 2010, and we do not expect it to have a
material impact on our consolidated financial statements.
 
 In
November 2008, the FASB issued EITF 08-6, “Equity Method Investment Accounting
Considerations” (“EITF 08-6”).  EITF 08-6 is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal
years.  EITF 08-6 shall be applied prospectively.  EITF 08-6
clarifies the accounting for certain transactions and impairment considerations
involving equity method investments.  We adopted EITF 08-6 effective
January 1, 2009. EITF 08-6 did not have a material impact on our consolidated
financial statements.
 
 In
November 2008, the FASB issued EITF 08-7, “Accounting for Defensive Intangible
Assets” (“EITF 08-7”).  EITF 08-7 is effective for intangible assets
acquired on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008.  EITF 08-7 will be applied
prospectively and earlier application is not permitted.  EITF 08-7
clarifies how to account for defensive intangible assets subsequent to initial
measurement.  We adopted EITF 08-7 effective January 1, 2009. EITF
08-7 did not have a material impact on our consolidated financial
statements.
 
 In
June 2008, the FASB issued FSP FAS 142-3 “Determination of the Useful Life
of Intangible Assets” (“FSP FAS 142-3”), which is effective for financial
statements issued for fiscal years beginning after December 31, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. FSP FAS
142-3 provides guidance for determining the useful life of a recognized
intangible asset and will be applied prospectively to intangible assets acquired
after the effective date. We adopted FSP FAS 142-3 effective January 1,
2009. FSP FAS 142-3 did not have a material impact on our consolidated
financial statements.
  10
 Table of Contents
  In
March 2008, the FASB issued FAS 161 “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(“FAS 161”), which is effective for fiscal years and interim periods beginning
after November 15, 2008, with earlier adoption encouraged. This statement
is intended to improve transparency in financial reporting by requiring enhanced
disclosures of an entity’s derivative instruments and hedging activities and
their effects on the entity’s financial position, financial performance, and
cash flows. FAS 161 applies to all derivative instruments within the scope of
FAS 133, as well as related hedged items, bifurcated derivatives, and
nonderivative instruments that are designated and qualify as hedging
instruments. FAS 161 impacts only our disclosure requirements and therefore will
not have an impact on our financial position, financial performance or cash
flows. We adopted FAS 161 effective January 1, 2009 and included
the additional required disclosures.
  In
December 2007, the FASB issued FAS 141R "Business Combinations" ("FAS
141R"), which is effective prospectively for all business combinations with
acquisition dates on or after the beginning of the first fiscal year beginning
after December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. FAS 141R replaces
FAS 141 “Business Combinations” (“FAS 141”), but it retains the underlying
concepts of FAS 141 in that all business combinations are required to be
accounted for at fair value under the acquisition method of accounting. However,
FAS 141R changed the method of applying the acquisition method in a number of
significant ways. Acquisition costs will generally be expensed as incurred;
non-controlling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value at the
acquisition date as an indefinite-lived intangible asset; restructuring costs
associated with a business combination will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
income tax uncertainties after the acquisition date generally will affect income
tax expense. We adopted FAS 141R effective January 1, 2009. The effect of
FAS 141R on future periods will depend on the nature and significance of any
acquisitions subject to FAS 141R.
 
 Note 2 — Discontinued
Operations
 
 Our
consolidated financial statements reflect the operations, assets and liabilities
of Banks Broadcasting as discontinued for all periods presented.
 
 Banks
Broadcasting
 
 We
own preferred stock that represents a 50% non-voting interest in Banks
Broadcasting. We consolidate Banks Broadcasting under FIN 46R.
 
 In
March 2008, Banks Broadcasting sold certain of its 700 MHz spectrum licenses for
$2.0 million in cash with a related gain of $1.4 million. In June 2008,
Banks Broadcasting signed a purchase agreement to sell KNIN-TV, a CW affiliate
in Boise, for $8.0 million to Journal Broadcasting Group (“Journal
Broadcasting”).  The FCC approved the transfer of the FCC license for this
station to Journal Broadcasting in January 2009. Although the sale was
originally scheduled to close on March 11, 2009, Journal Broadcasting declined
to close and asserted that a condition to its obligation to close had not been
satisfied. The parties renegotiated certain terms of the purchase agreement and
closed the transaction on April 23, 2009. For more information related to this
transaction see Note 12 – “Subsequent Events”.
  11
 Table of Contents
  Banks
Broadcasting distributed no cash to us for the three months ended March 31, 2009
or 2008, and we provided no capital contributions to Banks Broadcasting during
the same periods.
 
 The
carrying amounts of assets and liabilities, related to Banks Broadcasting,
segregated on our balance sheet as held for sale, are as follows (in
thousands):
 
 
 March
      31, 2009
                          
                          
                          December
      31, 2008Program
      rights
                          
                          $
                          204
                          
                          
                          $
                          193Other
      current assets
                          
                          
                          30
                          
                          
                          
                          237Total
      current assets
                          
                          
                          234
                          
                          
                          
                          430Property
      and equipment, net
                          
                          
                          775
                          
                          
                          
                          804Program
      rights
                          
                          
                          265
                          
                          
                          
                          324Intangible
      assets, net
                          
                          
                          5,874
                          
                          
                          
                          7,744Total
      assets
                          
                          $
                          7,148
                          
                          
                          $
                          9,302Other
      accrued expenses
                          
                          $
                          233
                          
                          
                          $
                          270Program
      obligations
                          
                          
                          210
                          
                          
                          
                          159Total
      current liabilities
                          
                          
                          443
                          
                          
                          
                          429Program
      obligations
                          
                          
                          244
                          
                          
                          
                          343Total
      liabilities
                          
                          $
                          687
                          
                          
                          $
                          772
 
 
 The
following presents summarized information for the discontinued operations (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                  
                  
                  2008Net
      revenues
                  
                  $
                  632
                  
                  
                  $
                  785Operating
      (loss) income
                  
                  
                  (1,998
                  )
                  
                  
                  1,280Net
      (loss) income
                  
                  
                  (284
                  )
                  
                  
                  588
 
 
 The
operating loss for the three months ended March 31, 2009 includes an impairment
charge of $1.9 million to reduce the carrying value of broadcast licenses to
fair value based on the final sale price of KNIN-TV of $6.6 million (See “Note
12 – Subsequent Events”).
 
 Net
loss for the three months ended March 31, 2009 reflects LIN TV’s 50% share of
net losses of Banks Broadcasting, net of taxes and non operating items to adjust
the carrying value of the preferred stock of Banks Broadcasting (non-controlling
interest) to reflect the estimated amounts due to the minority shareholders upon
liquidation of Banks Broadcasting (See “Note 12 – Subsequent
Events”).
  12
 Table of Contents
  Note 3 — Equity
Investments
 
 Joint
Venture with NBC Universal
 
 We
own a 20.38% interest in Station Venture Holdings, LLC (“SVH”), a joint venture
with NBC Universal, and account for our interest using the equity method as we
do not have a controlling interest. The following presents the summarized
financial information of the NBC Universal joint venture (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Cash
      distributions to SVH
                    
                    $
                    16,252
                    
                    
                    $
                    21,446Income
      to SVH
                    
                    $
                    2,728
                    
                    
                    $
                    18,703Other
      expense, net (primarily interest on the GECC note)
                    
                    
                    (16,491
                    )
                    
                    
                    (16,491
                    )Net
      (loss) income of SVH
                    
                    $
                    (13,763
                    )
                    
                    $
                    2,212Cash
      distributions to us
                    
                    $
                    -
                    
                    
                    $
                    1,019
 
 
 Note 4 — Intangible
Assets
 
 The
following table summarizes the carrying amount of intangible assets (in
thousands):
 
 
 March
      31, 2009
                    
                    
                    December
      31, 2008Gross
      Carrying Amount
                    
                    
                    Accumulated
      Amortization
                    
                    
                    Gross
      Carrying Amount
                    
                    
                    Accumulated
      AmortizationGoodwill
                    
                    $
                    117,159
                    
                    
                    $
                    -
                    
                    
                    $
                    117,159
                    
                    
                    $
                    -Broadcast
      licenses
                    
                    
                    429,024
                    
                    
                    
                    -
                    
                    
                    
                    429,024
                    
                    
                    
                    -Intangible
      assets suject to amortization (1)
                    
                    
                    7,796
                    
                    
                    
                    (6,699
                    )
                    
                    
                    7,796
                    
                    
                    
                    (6,678
                    )Total
      intangible assets
                    
                    $
                    553,979
                    
                    
                    $
                    (6,699
                    )
                    
                    $
                    553,979
                    
                    
                    $
                    (6,678
                    )
 ____________
 
 (1)
              Intangibles subject to
      amortization are amortized on a straight line basis and include acquired
      advertising contracts, advertiser lists, advertiser relationships,
      favorable operating leases, tower rental income leases, option
      agreements and network
affiliations.
  13
 Table of Contents
  Note 5 — Debt
  We
guarantee all of LIN Television’s debt. All of the consolidated wholly-owned
subsidiaries of LIN Television fully and unconditionally guarantee all of our
debt on a joint-and-several basis.
 Debt
consisted of the following (in thousands):
 
 March
      31, 2009
                            
                            
                            December
      31, 2008Credit
      Facility:Revolving
      credit loans
                            
                            $
                            201,000
                            
                            
                            $
                            135,000Term
      loans
                            
                            
                            73,900
                            
                            
                            
                            77,87561⁄2%
      Senior Subordinated Notes due 2013
                            
                            
                            275,883
                            
                            
                            
                            355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $6,044 and $8,390 at March 31, 2009 and December 31,
      2008, respectively
                            
                            
                            135,272
                            
                            
                            
                            174,895Total  debt
                            
                            
                            686,055
                            
                            
                            
                            743,353Less
      current portion
                            
                            
                            15,900
                            
                            
                            
                            15,900Total
      long-term debt
                            
                            $
                            670,155
                            
                            
                            $
                            727,453
 
 We
repaid $4.0 million of principal on the term loans, related to mandatory
quarterly payments, under our credit facility, from operating cash balances
during the three months ended March 31, 2009.
 
 During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the
three months ended March 31, 2009, we purchased a total notional amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for both classes was $68.4 million, resulting in a gain on extinguishment
of debt of $50.1 million, net of a write-off of deferred financing fees and
discount related to the Notes of $1.3 million and $1.9 million,
respectively.
 
 Note 6 — Derivative Financial
Instruments
 
 We
use derivative financial instruments in the management of our interest rate
exposure for our long-term debt, principally our credit facility. In accordance
with our policy, we do not use derivative instruments unless there is an
underlying exposure. We do not hold or enter into derivative financial
instruments for speculative trading purposes.
 
 During
the second quarter of 2006, we entered into a contract to hedge a notional
amount of the declining balances of our term loans (“2006 interest rate hedge”).
To mitigate changes in our cash flows resulting from fluctuations in interest
rates, we entered into the 2006 interest rate hedge that effectively converted
the floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge liability was $6.0 million and
$6.5 million at March 31, 2009 and December 31, 2008, respectively. The
effective portion of this amount will be released into earnings over the life of
the 2006 interest rate hedge through periodic interest payments. The notional
amount of the 2006 interest rate hedge liability was $77.5 million and $81.3 million at March 31, 2009 and December 31, 2008,
respectively. During the three months ended March 31, 2009, we recorded a
charge of $0.2 million to the statement of operations, associated with the
ineffective portion of this swap.
  14
 Table of Contents
  The
2.50% Exchangeable Senior Subordinated Debentures that we purchased in 2008 had
certain embedded derivative features that were required to be separately
identified and recorded at fair value each period. The fair value of these
derivatives on issue of the debentures was $21.1 million and this amount was
recorded as an original issue discount and accreted through interest expense
from the date of issuance through May 15, 2008 when they were tendered to us and
purchased. As a result of the purchase of the debentures, we recorded a gain of
$0.4 million during the first quarter of 2008 to earnings for the remaining fair
value of these derivatives.
 
 The
2006 interest rate swap is carried on our consolidated balance sheet as other
liabilities at fair value, which is calculated using the discounted expected
future cash outflows from a series of three-month LIBOR strips through November
4, 2011, the same maturity date as our credit facility. The fair value of this
derivative was calculated by using observable inputs (level 2) as defined under
FAS 157 “Fair Value Measurements” (“FAS 157”).
 
 The
following table summarizes our derivative activity during the three months ended
March 31 (in thousands):
 
 
 Loss
      (Gain) on Derivative Instruments
                      
                      
                      Comprehensive
      Loss (Income), Net of Tax2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Mark-to-Market
      Adjustments on:2.50%
      Exchangeable Senior Subordinated Debentures
                      
                      $
                      -
                      
                      
                      $
                      (375
                      )
                      
                      $
                      -
                      
                      
                      $
                      -2006
      interest rate hedge
                      
                      
                      220
                      
                      
                      
                      -
                      
                      
                      
                      441
                      
                      
                      
                      (1,516
                      )$
                      220
                      
                      
                      $
                      (375
                      )
                      
                      $
                      441
                      
                      
                      $
                      (1,516
                      )
 
 The
following table summarizes the balances for our derivative liability included in
other liabilities in our consolidated balance sheet (in thousands):
 
 March
      31, 2009
                  
                  
                  December
      31, 20082006
      interest rate hedge
                  
                  $
                  5,979
                  
                  
                  $
                  6,493
 
 15
 Table of Contents
 
 Note
7 – Fair Value Measurement
 
 We
record certain financial assets and liabilities at fair value on a recurring
basis consistent with FAS 157.  The following table summarizes the
financial assets and liabilities measured at fair value in the accompanying
financial statements using the three-level fair value hierarchy established by
FAS 157 as of March 31, 2009 (in thousands):
 
 Quoted
      prices in active markets
                                      
                                      Significant
      observable inputs
                                      
                                      Signficant
      unobservable inputs(Level
      1)
                                      
                                      (Level
      2)
                                      
                                      (Level
      3)
                                      
                                      TotalAssets:Deferred
      compensation related investments
                                      
                                      $
                                      2,051
                                      
                                      $
                                      
                                      $
                                      
                                      
                                      $
                                      2,051Liabilities:Interest
      rate swaps
                                      
                                      
                                      
                                      
                                      
                                      5,979
                                      
                                      
                                      
                                      
                                      5,979Deferred
      compensation related liabilities
                                      
                                      
                                      2,051
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      2,051
 
 The fair value of our deferred compensation plan is
determined based on the fair value of the investments selected by
employees.
 
 Note 8 — Retirement
Plans
 
 The
following table shows the components of the net periodic pension benefit cost
and the contributions to the 401(k) Plan and to the retirement plans (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Net
      periodic pension benefit cost:Service
      cost
                    
                    $
                    400
                    
                    
                    $
                    538Interest
      cost
                    
                    
                    1,615
                    
                    
                    
                    1,592Expected
      return on plan assets
                    
                    
                    (1,687
                    )
                    
                    
                    (1,705
                    )Amortization
      of prior service cost
                    
                    
                    31
                    
                    
                    
                    31Amortization
      of net loss
                    
                    
                    196
                    
                    
                    
                    48Curtailment
                    
                    
                    438
                    
                    
                    
                    -Net
      periodic benefit cost
                    
                    $
                    993
                    
                    
                    $
                    504Contributions401(k)
      Plan
                    
                    $
                    272
                    
                    
                    $
                    313Retirement
      plans
                    
                    
                    -
                    
                    
                    
                    753Total
      contributions
                    
                    $
                    272
                    
                    
                    $
                    1,066
 
 We
do not expect to make any contributions to our defined benefit retirement plans
during the remainder of 2009. See Note 11 — “Retirement Plans” included in Item
15 of our Annual Report on Form 10-K for the year ended December 31, 2008 for a
full description of our retirement plans.
 
 We
recorded a curtailment during the three months ended March 31, 2009 as a result
of freezing benefit accruals to the plan during 2009. The $0.4 million charge
relates to the recognition of the prior service cost associated with the plan.
Furthermore, during the three months ended March 31, 2009, we suspended
contributions to our 401(k) plan.
 
 As
of March 31, 2009, our pension plan was underfunded by greater than 20%
primarily due to the unprecedented decline in the equity markets over the last
year. At this funding level, withdrawal restrictions are required by the IRS for
those cash balance participants who request lump sum distributions. Former
employees who request a lump sum distribution including rollovers will receive
50% of their account balance until the funded status of our plan increases to
above 80%.
  16
 Table of Contents
  Note
9 — Restructuring
 
 During
the fourth quarter of 2008, we effected a restructuring that included a
workforce reduction and the cancellation of certain syndicated television
program contracts. The total charge for the plan was $12.9 million,
including $4.3 million for a workforce reduction of 144 employees and $8.6
million for the cancellation of the contracts. We made cash payments of
$7.8 million for the three months ended March 31, 2009 related to these
restructuring activities. As of March 31, 2009, we had $1.6 million in
accrued expenses and accounts payable in the consolidated balance sheet for this
restructuring and expect to make cash payments of $1.2 million during the
remainder of 2009 and the remaining $0.4 million during 2010 and
thereafter.
  Balance
      as of
                                December
      31, 2008
                              
                              
                              Three
      Months Ended March 31, 2009
                              
                              
                              Balance
      as of
                                March
      31, 2009Benefit
                              
                              
                              PaymentsSeverance
      and related
                              
                              $
                              3,493
                              
                              
                              $
                              -
                              
                              
                              $
                              2,789
                              
                              
                              $
                              704Contractual
      and other
                              
                              
                              5,868
                              
                              
                              
                              -
                              
                              
                              
                              4,977
                              
                              
                              
                              891Total
                              
                              $
                              9,361
                              
                              
                              $
                              -
                              
                              
                              $
                              7,766
                              
                              
                              $
                              1,595
  Note 10 — Income
Taxes
 
 We
recorded a provision for income taxes of $18.5 million and $0.6 million for the
three months ended March 31, 2009 and 2008. Our annual effective income tax rate
was 42.5% and 40.1% for the three months ended March 31, 2009 and 2008,
respectively.
  17
 Table of Contents
  Note 11 — Commitments and
Contingencies
 
 GECC
Note
 
 GECC
provided debt financing for the joint venture between NBC Universal and us, in
the form of an $815.5 million non-amortizing senior secured note due 2023
bearing interest at an initial rate of 8% per annum until March 2, 2013 and 9%
per annum thereafter. We have a 20% equity interest in the joint venture
and NBC Universal has the remaining 80% equity interest, in which we and NBC
Universal each have a 50% voting interest.  NBC Universal operates the
two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an
NBC affiliate in San Diego, pursuant to a management agreement.  NBC
Universal and GECC are both majority-owned subsidiaries of General Electric
Co. LIN TV has guaranteed the payment of principal and interest on the GECC
Note.
 
 The
GECC Note is an obligation of the joint venture and is not an obligation of LIN
TV or LIN Television or any of its subsidiaries. GECC’s only recourse, upon an
event of default under the GECC Note, is to the joint venture, our equity
interest in the joint venture and, after exhausting all remedies against the
assets of the joint venture and the other equity interests in the joint venture,
to LIN TV pursuant to its guarantee of the GECC Note. An event of default
under the GECC Note will occur if the joint venture fails to make any scheduled
interest payment within 90 days of the date due and payable, or to pay the
principal amount on the maturity date.  If the joint venture fails to
pay interest on the GECC Note, and neither NBC Universal nor we make a shortfall
loan to cover the interest payment within 90 days of the date due and payable,
an event of default would occur and GECC could accelerate the maturity of the
entire amount due under the GECC Note.
 
 We
currently estimate that the cash available to the joint venture will be in the
range of $5 million to $10 million less than the amount needed to pay interest
on the GECC Note during the fourth quarter of 2009. The actual cash
shortfall could be greater than our current estimate. NBC Universal and we have
agreed that if the joint venture does not have sufficient cash to cover 2009
interest payments on the GECC Note, we and NBC Universal will provide the joint
venture with a shortfall loan on the basis of our percentage of economic
interest in the joint venture. If we are required to fund a portion of a
shortfall loan, we plan to use our available cash balances or available
borrowings under our credit facility. In addition, if the joint venture
experiences further cash shortfalls beyond 2009, we may decide to fund such cash
shortfalls, or to cover such shortfalls through further loans or equity
contributions to the joint venture. Other than the acceleration of the
principal amount upon an event of default, prepayment of the principal of the
note is prohibited unless agreed upon by both NBC Universal and us.
 
 Under
the terms of its guarantee of the GECC Note, LIN TV would be required to make a
payment for an amount to be determined (the “Guarantee Amount”) upon occurrence
of the following events: a) there is an event of default; b) neither NBC
Universal nor we remedy the default; and c) after GECC exhausts all remedies
against the assets of the joint venture, the total amount realized upon exercise
of those remedies is less than the $815.5 million principal amount of the GECC
Note. Upon the occurrence of such events, the amount owed by LIN TV to GECC
pursuant to the guarantee would be calculated as the difference between i) the
total amount at which the joint venture’s assets were sold and ii) the principal
amount and any unpaid interest due under the GECC Note.  As of
December 31, 2008, we estimated that the fair value of the television stations
in the joint venture to be approximately $300 million less than the outstanding
balance of the GECC Note of $815.5 million. We recorded an impairment to our
goodwill associated with these television stations during the fourth quarter of
2008.
  18
 Table of Contents
  We
believe the probability is remote that there would be an event of default and
therefore an acceleration of the principal amount of the GECC Note during 2009,
although there can be no assurances that such an event of default will not
occur.  There are no financial or similar covenants in the GECC Note
and, since both NBC Universal and we have agreed to fund interest payments if
the joint venture is unable to do so in 2009, NBC Universal and we are able to
control the occurrence of a default under the GECC Note.
 
 However,
if an event of default under the GECC Note occurs, LIN TV, which conducts all of
its operations through its subsidiaries, could experience material adverse
consequences, including:
 
 ·
              GECC,
      after exhausting all remedies against the joint venture, could enforce its
      rights under the guarantee, which could cause LIN TV to determine that LIN
      Television should seek to sell material assets owned by it in order to
      satisfy LIN TV’s obligations under the
  guarantee;
 
 ·
              GECC’s
      initiation of proceedings against LIN TV under the guarantee, if they
      result in material adverse consequences to LIN Television, would cause an
      acceleration of LIN Television’s credit facility and other outstanding
      indebtedness; and
 
 ·
              if
      the GECC Note is prepaid because of an acceleration on default or
      otherwise, we would incur a substantial tax liability of approximately
      $271.3 million related to our deferred gain associated with the formation
      of the joint venture.
 
 Note 12 — Subsequent
Events
 
 On
April 9, 2009, we received written notice from the New York Stock Exchange
(“NYSE”) that it had accepted our plan to regain compliance with the NYSE’s
market capitalization listing criteria. Following the NYSE notice, LIN TV will
continue to be listed on the NYSE and will undergo quarterly performance reviews
of the goals and initiatives outlined in our plan during the 18 month period
from the January 8, 2009 notice from the NYSE of non-compliance with its
listing standards. Among other things, those standards require that LIN TV’s
class A common stock maintain an average market capitalization over a
consecutive 30 trading-day period of at least $75 million at the completion of
the 18 month plan period, or over two consecutive quarterly monitoring periods
prior to that date, in order to effect a cure.
 
 In
June 2008, Banks Broadcasting, in which we own preferred stock that represents a
50% non-voting interest, signed a purchase agreement to sell KNIN-TV, a CW
affiliate in Boise, for $8.0 million to Journal Broadcasting, as described in
Note 2 – “Discontinued Operations”. The FCC approved the transfer of the FCC
license for the station to Journal Broadcasting in January 2009. Although the
sale was scheduled to close on March 11, 2009, Journal Broadcasting declined to
close and asserted that a condition to its obligation to close had not been
satisfied. Banks Broadcasting  subsequently agreed to resolve the
dispute by agreeing to a purchase price of $6.6 million, and the transaction
closed on April 23, 2009. During the three months ended March 31, 2009, we
recorded a charge of $0.6 million, net of non-controlling interest and taxes,
through Discontinued Operations as a result of the revised purchase
price.
 
 On
May 4, 2009, we initiated a tender offer that permits employees and non employee
directors to exchange some or all of their outstanding options to purchase
shares of our class A common stock, for new options to purchase shares of our
class A common stock, on a one for one basis. Under the terms of the offer, the
existing stock options, once tendered, will be cancelled, and will be replaced
by new stock options with an exercise price equal to the closing price of our
class A common stock on the NYSE, on the expiration date of the exchange offer,
and will vest ratably over three years. As a result of the exchange offer, we
expect to record an incremental charge beginning in the second quarter of 2009
for an option modification accounted for in accordance with FAS 123(R) “Share
Based Payments”.
  19
 Table of Contents
  LIN
TV Corp.
 Management’s
Discussion and Analysis
 
 Item 2.
      Management’s Discussion and Analysis of Financial Condition and
      Results of
      Operations
 
 Our
consolidated financial statements reflect the operations, assets and liabilities
of Banks Broadcasting as discontinued for all periods presented.
 
 Special
Note about Forward-Looking Statements
 
 This
report contains certain forward-looking statements with respect to our financial
condition, results of operations and business, including statements under this
caption “Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. All of these forward-looking statements are based on
estimates and assumptions made by our management, which, although we believe
them to be reasonable, are inherently uncertain. Therefore, you should not place
undue reliance upon such estimates and statements. We cannot assure you that any
of such estimates or statements will be realized and actual results may differ
materially from those contemplated by such forward-looking statements. Factors
that may cause such differences include those discussed under the caption “Item
1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December
31, 2008.
 
 Many
of these factors are beyond our control. Forward-looking statements contained
herein speak only as of the date hereof. We undertake no obligation to publicly
release the result of any revisions to these forward-looking statements, which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
 
 Executive
Summary
 
 Our
Company owns and operates and/or programs 27 television stations in 17 mid-sized
markets in the United States. Our operating revenues are derived primarily from
the sale of advertising time to local and national advertisers and, presently,
to a lesser extent, from digital revenues, network compensation, barter and
other revenues.
 
 During
the three months ended March 31, 2009, we experienced continued declines in
revenues compared to same period in 2008.  These declines in revenues
were in excess of our original 2009 plan and we anticipate continued weakness in
revenues during the second quarter of this year.  As a result, we
believe it is increasingly likely that we will need to enact a series of
further cost reduction actions and other measures in order to sustain compliance
with the financial covenants in our credit agreement over the next 12 months
and/or we may choose to seek an amendment to our credit agreement.
 
 Further,
if actual advertising revenues are significantly less than currently anticipated
for the second quarter of this year and for the remainder of this year and we
are unable to effect cost reduction initiatives or other actions in addition to
those outlined below to offset such shortfalls, and/or we are unable to generate
sufficient revenues from other sources to offset the decline in advertising
revenues, we may not be able to generate sufficient cash from operations to fund
our cash requirements over the next 12 months, including scheduled interest and
required principal payments on our outstanding indebtedness and ongoing capital
expenditures and projected working capital needs. These developments may also
require us to seek an amendment to the financial covenants in our credit
agreement.
  During
the three months ended March 31, 2009, we purchased a notional amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, resulting in a gain on
extinguishment of debt of $50.1 million, after the write-off of deferred
financing fees and discount related to the Notes of $1.3 million and $1.9
million, respectively. Additionally, we repaid a total of $4.0 million of
principal on the term loan under our credit facility during the three months
ended March 31, 2009. Our total debt outstanding at March 31, 2009 was $686.1
million.
  20
 Table of Contents
 
 Critical Accounting Policies and
Estimates and Recently Issued Accounting Pronouncements
 
 Certain
of our accounting policies, as well as estimates that we make, are critical to
the presentation of our financial condition and results of operations since they
are particularly sensitive to our judgment. Some of these policies and estimates
relate to matters that are inherently uncertain. The estimates and judgments we
make affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosures of contingent liabilities. On an on-going basis, we
evaluate our estimates, including those related to intangible assets and
goodwill, bad debts, program rights, income taxes, stock-based compensation,
employee medical insurance claims, pensions, useful lives of property and
equipment, contingencies, barter transactions, acquired asset valuations and
litigation. 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 these estimates under different assumptions or
conditions, and it is possible that such differences could have a material
impact on our consolidated financial statements. For a more detailed explanation
of the judgments made in these areas and a discussion of our accounting
policies, refer to “Critical Accounting Policies, Estimates and Recently Issued
Accounting Pronouncements” included in Item 7, and Note 1 - “Summary of
Significant Accounting Policies” included in Item 15 of our Annual Report on
Form 10-K for the year ended December 31, 2008.
 
 Recent
Accounting Pronouncements
 
 In
January 2009, the FASB issued EITF 99-20-1 “Amendments to the Impairment
Guidance of EITF Issue No. 99-20”. EITF 99-20-1 is effective for interim and
annual reporting periods ending after December 15, 2008. EITF 99-20-1 amends the
guidance in EITF Issue No. 99-20 “Recognition of Interest Income and Impairment
on Purchased Beneficial Interests and Beneficial Interests That Continue to Be
Held by a Transferor in Securitized Financial Assets,” to achieve more
consistent determination of whether an other-than-temporary impairment has
occurred.  The EITF 99-20-1 also retains and emphasizes the objective
of an other-than-temporary assessment and the related disclosure requirements in
FASB No. 115 “Accounting for Certain Investments in Debt and Equity Securities”
and other related guidance. We have adopted EITF 99-20-1 effective January 1,
2009. EITF 99-20-1 did not have a material impact on our consolidated financial
statements.
  In
December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is
effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1
increases disclosure requirements related to an employer’s defined benefit
pension or other postretirement plans.  We plan to adopt FSP FAS
132(R)-1 effective January 1, 2010, and we do not expect it to have a material
impact on our consolidated financial statements.
  In
November 2008, the FASB issued EITF 08-1, “Revenue Arrangements with
Multiple Deliverables” (“EITF 08-1”).  EITF 08-1 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after December 31, 2009 and shall be applied on a prospective
basis.  Earlier application is permitted as of the beginning of a
fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating activities.
We plan to adopt EITF 08-1 on January 1, 2010, and we do not expect it to have a
material impact on our consolidated financial statements.
 
 21
 Table of Contents
  In
November 2008, the FASB issued EITF 08-6, “Equity Method Investment Accounting
Considerations” (“EITF 08-6”).  EITF 08-6 is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal
years.  EITF 08-6 shall be applied prospectively.  EITF 08-6
clarifies the accounting for certain transactions and impairment considerations
involving equity method investments.  We adopted EITF 08-6 effective
January 1, 2009. EITF 08-6 did not have a material impact on our consolidated
financial statements.
 
 In
November 2008, the FASB issued EITF 08-7, “Accounting for Defensive Intangible
Assets” (“EITF 08-7”).  EITF 08-7 is effective for intangible assets
acquired on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008.  EITF 08-7 will be applied
prospectively and earlier application is not permitted.  EITF 08-7
clarifies how to account for defensive intangible assets subsequent to initial
measurement.  We adopted EITF 08-7 effective January 1, 2009. EITF
08-7 did not have a material impact on our consolidated financial
statements.
 
 In
June 2008, the FASB issued FSP FAS 142-3 “Determination of the Useful Life
of Intangible Assets” (“FSP FAS 142-3”), which is effective for financial
statements issued for fiscal years beginning after December 31, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. FSP FAS
142-3 provides guidance for determining the useful life of a recognized
intangible asset and will be applied prospectively to intangible assets acquired
after the effective date. We adopted FSP FAS 142-3 effective January 1,
2009. FSP FAS 142-3 did not have a material impact on our consolidated
financial statements.
 
 In
March 2008, the FASB issued FAS 161 “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(“FAS 161”), which is effective for fiscal years and interim periods beginning
after November 15, 2008, with earlier adoption encouraged. This statement
is intended to improve transparency in financial reporting by requiring enhanced
disclosures of an entity’s derivative instruments and hedging activities and
their effects on the entity’s financial position, financial performance, and
cash flows. FAS 161 applies to all derivative instruments within the scope of
FAS 133, as well as related hedged items, bifurcated derivatives, and
nonderivative instruments that are designated and qualify as hedging
instruments. FAS 161 impacts only our disclosure requirements and therefore will
not have an impact on our financial position, financial performance or cash
flows. We adopted FAS 161 effective January 1, 2009 and included the
additional required disclosures.
  In
December 2007, the FASB issued FAS 141R "Business Combinations" ("FAS
141R"), which is effective prospectively for all business combinations with
acquisition dates on or after the beginning of the first fiscal year beginning
after December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. FAS 141R replaces
FAS 141 “Business Combinations” (“FAS 141”), but it retains the underlying
concepts of FAS 141 in that all business combinations are required to be
accounted for at fair value under the acquisition method of accounting. However,
FAS 141R changed the method of applying the acquisition method in a number of
significant ways. Acquisition costs will generally be expensed as incurred;
non-controlling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value at the
acquisition date as an indefinite-lived intangible asset; restructuring costs
associated with a business combination will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
income tax uncertainties after the acquisition date generally will affect income
tax expense. We adopted FAS 141R effective January 1, 2009. The effect of
FAS 141R on future periods will depend on the nature and significance of any
acquisitions subject to FAS 141R.
 
 In
December 2007, the FASB issued FAS 160 “Non-controlling Interests in
Consolidated Financial Statements” (“FAS 160”), which amends ARB 51,
“Consolidated Financial Statements” (“ARB 51”). FAS 160 is effective for
quarterly and annual reporting periods that begin after December 15, 2008.
FAS 160 establishes accounting and reporting standards with respect to
non-controlling interests (also called minority interests) in an effort to
improve the relevance, comparability and transparency of financial information
that a company provides with respect to its non-controlling interests. The
significant requirements under FAS 160 are the reporting of the non-controlling
interests separately in the equity section of the balance sheet and the
reporting of the net income or loss of the controlling and non-controlling
interests separately on the face of the statement of operations. We have adopted
FAS 160 effective January 1, 2009, and as a result, reclassified the
preferred stock of Banks Broadcasting, representing our non-controlling
interest, to the equity section of our balance sheet.
  22
 Table of Contents
  Results
of Operations
 
 Our consolidated
financial statements reflect the operations, assets and liabilities of Banks
Broadcasting as discontinued for all periods presented. Set forth below are key
components that contributed to our operating results (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                                
                                
                                2008
                                
                                
                                %
      change
                                
                                
                                %
      of Net revenuesLocal
      time sales
                                
                                $
                                50,402
                                
                                
                                
                                64,244
                                
                                
                                
                                (22)%
                                
                                
                                
                                68%National
      time sales
                                
                                
                                21,945
                                
                                
                                
                                31,331
                                
                                
                                
                                (30)%
                                
                                
                                
                                29%Political
      time sales
                                
                                
                                519
                                
                                
                                
                                3,200
                                
                                
                                
                                (84)%
                                
                                
                                
                                1%Digital
      revenues
                                
                                
                                8,935
                                
                                
                                
                                4,904
                                
                                
                                
                                82%
                                
                                
                                
                                12%Network
      compensation
                                
                                
                                923
                                
                                
                                
                                904
                                
                                
                                
                                2%
                                
                                
                                
                                1%Barter
      revenues
                                
                                
                                884
                                
                                
                                
                                1,308
                                
                                
                                
                                (32)%
                                
                                
                                
                                1%Other
      revenues
                                
                                
                                991
                                
                                
                                
                                749
                                
                                
                                
                                32%
                                
                                
                                
                                1%Agency
      commissions
                                
                                
                                (10,124
                                )
                                
                                
                                (13,576
                                )
                                
                                
                                (25)%
                                
                                
                                
                                (13)%Net
      revenues
                                
                                
                                74,475
                                
                                
                                
                                93,064
                                
                                
                                
                                (20)%
                                
                                
                                
                                100%Operating
      costs and expenses:Direct
      operating
                                
                                
                                26,915
                                
                                
                                
                                30,066
                                
                                
                                
                                (10)%Selling,
      general and administrative
                                
                                
                                25,616
                                
                                
                                
                                28,575
                                
                                
                                
                                (10)%Amortization
      of program rights
                                
                                
                                6,332
                                
                                
                                
                                6,176
                                
                                
                                
                                3%Corporate
                                
                                
                                4,418
                                
                                
                                
                                5,030
                                
                                
                                
                                (12)%Depreciation
                                
                                
                                8,126
                                
                                
                                
                                7,449
                                
                                
                                
                                9%Amortization
      of intangible assets
                                
                                
                                20
                                
                                
                                
                                93
                                
                                
                                
                                (78)%Loss
      (gain) from asset sales
                                
                                
                                (1,709
                                )
                                
                                
                                101
                                
                                
                                
                                (1,792)%Operating
      (loss) income
                                
                                $
                                4,757
                                
                                
                                $
                                15,574
                                
                                
                                
                                (69)%
 
 Period
Comparison
 
 Revenues
 
 Net revenuesconsist primarily of national, local and political advertising revenues,
net of sales adjustments and agency commissions. Additional but less significant
amounts are generated from Internet revenues, retransmission consent fees,
barter revenues, network compensation, production revenues, tower rental income
and station copyright royalties.
 
 Net
revenues decreased $18.6 million, or 20%, for the three months ended March 31,
2009 compared with the three months ended March 31, 2008. The decrease was
primarily due to: (a) a decrease in local advertising sales of $13.8 million;
(b) a decrease in national advertising revenues of $9.4 million; (c) a decrease
in political revenue of $2.7 million; and (d) a decrease in barter revenue of
$0.4 million. These decreases were partially offset by: (a) an increase in
digital revenue of $4.0 million; (b) an increase in network compensation and
other revenues of $0.3 million; and (c) a decrease in agency commissions of $3.5
million.
  23
 Table of Contents
  The
decrease in local and national advertising revenues is primarily due to the
economic downturn that has broadly impacted demand for advertising. The decrease
in political revenues during the three months ended March 31, 2009, compared to
the same period last year, is a result of the Presidential, Congressional, state
and local elections in 2008 that did not recur in 2009.
 
 The
increase in digital revenues for the three months ended March 31, 2009, compared
to the same period last year, is primarily due to several new retransmission
consent agreements reached with cable operators during 2008, and an increase in
Internet revenues.
 
 Operating
Costs and Expenses
 
 Operating costs
and expensesdecreased $7.8 million, or 10%, primarily due to lower
direct operating, selling, general and administrative and corporate expenses,
compared to the same period in the prior year. This was the result of the
Company's significant cost reduction efforts, driving lower employee costs
as a result of the headcount reduction completed during the fourth quarter of
2008. Additionally, (gain) loss from asset sales increased $1.8 million compared
to the same period last year, as a result of a gain of $1.7 million recorded
during the three months ended March 31, 2009 from the Federal Communications
Commission (“FCC”) mandated spectrum exchange with Sprint Nextel. These
decreases were partially offset by an increase in depreciation of $0.7 million,
or 9%, for the three months ended March 31, 2009, compared to the same period
last year, primarily due to increased capital expenditures in 2008 related to
the conversion from analog to digital transmission.
 
 Other
(Income) Expense
 
 Other (income)
expense, netincreased $52.9 million primarily due to the gain on
extinguishment of debt of $50.1 million that we recorded as a result of the
purchase of our 61⁄2%Senior
Subordinated Notes and 61⁄2%Senior
Subordinated Notes – Class B.  Additionally, interest expense, net,
decreased $3.5 million, or 24%, for the three months ended March 31, 2009,
compared to the same period last year due to lower average borrowings
outstanding as a result of the purchase of our 2.50% Exchangeable Senior
Subordinated Debentures, 61⁄2%Senior
Subordinated Notes and 61⁄2%Senior
Subordinated Notes – Class B. The following summarizes the components of our
interest expense, net (in thousands):
 
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Components
      of interest expenseCredit
      Facility
                    
                    $
                    1,811
                    
                    
                    $
                    2,87061⁄2%
      Senior Subordinated Notes
                    
                    
                    5,184
                    
                    
                    
                    6,33761⁄2%
      Senior Subordinated Notes -- Class B
                    
                    
                    3,152
                    
                    
                    
                    3,6892.50%
      Exchangeable Senior Subordinated Debentures
                    
                    
                    -
                    
                    
                    
                    1,880Other
      interest costs and (interest income)
                    
                    
                    775
                    
                    
                    
                    (385
                    )Total
      interest expense, net
                    
                    $
                    10,922
                    
                    
                    $
                    14,391
 
 24
 Table of Contents
  Provision
for Income Taxes
 
 Provision for
income taxesincreased $17.9 million to $18.5 million for the quarter
ended March 31, 2009. The increase was primarily a result of the gain on
extinguishment of debt that may be deferred and recognized for tax purposes over
a five year period commencing in 2014 from the enactment of the American
Recovery and Reinvestment Act of 2009. Our annual effective income tax rate was
42.5% and 40.1% for the three months ended March 31, 2009 and 2008,
respectively.
 
 Results
of Discontinued Operations
 
 Our
consolidated financial statements reflect the operations of Banks Broadcasting
as discontinued for all periods presented. (Loss) income from discontinued
operations was $(0.3) million and $0.6 million for the three months ended March
31, 2009, and 2008, respectively. Included in the loss for the three months
ended March 31 2009, is an impairment charge to the broadcast license associated
with KNIN of $0.6 million, net of non-controlling interest and taxes, as a
result of the change in purchase price as discussed in Note 12 – “Subsequent
Events”.
 
 Liquidity
and Capital Resources
 
 Our
principal sources of funds for working capital have historically been cash from
operations and borrowings under our credit facility. At March 31, 2009, we had
cash of $15.4 million and a $225.0 million revolving credit facility, of which
$24 million was available, subject to certain covenant
restrictions.
 
 Our
total outstanding debt as of March 31, 2009 was $686.1 million. This excludes
the contingent obligation associated with our guarantee of an $815.5 million
promissory note associated with our joint venture with NBC Universal (see
Note 11 “Commitments and Contingencies” for further details). The outstanding
debt under our credit facility is due November 14, 2011 and both of our 61⁄2%
Senior Subordinated Notes and 61⁄2% Senior Subordinated Notes – Class B are due
May 15, 2013.
 
 Our
operating plan for the remainder of 2009 requires that we generate cash from
operations and, if necessary, utilize borrowings under our revolving credit
facility. Our ability to borrow under our revolving credit facility is
contingent on our compliance with certain financial covenants, which are
measured, in part, by the level of cash we generate from our
operations.  As of March 31, 2009, we were in compliance with all
financial and non-financial covenants in our credit agreement.
 
 Our
future ability to generate cash from operations and from borrowings under our
credit facility could be adversely effected by a number of risks, which are
discussed in the Liquidity and Capital Resources section within the Management
Discussion and Analysis, and in the Risk Factors section, in our Annual
Report on Form 10-K for the year ended December 31, 2008.
  25
 Table of Contents
  During
the three months ended March 31, 2009, we experienced a decline in revenues
compared to the same period in 2008.  This decline in revenues was in
excess of our original 2009 plan and we anticipate continued weakness in
revenues during the second quarter of this year.  As a result, we
believe it is increasingly likely that we will need to enact a series of
further cost reduction actions and other measures in order to sustain compliance
with the financial covenants in our credit agreement over the next 12 months
and/or we may choose to seek an amendment to our credit agreement. Our
further cost reduction actions may include, among other things, decreases in
headcount, salaries and related benefits, reductions of business travel and
advertising expenditures, and the sale of certain non strategic assets, to the
extent permitted by our credit facility. While we believe that sustained
compliance with our financial covenants over the next 12 months is achievable
given our current plans and these additional measures, we believe that there is
now a greater likelihood that we will need to seek an amendment to the financial
covenants in our credit agreement.
 
 Further,
if actual advertising revenues are significantly less than currently anticipated
for the second quarter of this year and for the remainder of this year and we
are unable to effect cost reduction initiatives or other actions in addition to
those described above to offset such shortfalls, and/or we are unable to
generate sufficient revenues from other sources to offset the decline in
advertising revenues, we may not be able to generate sufficient cash from
operations to fund our cash requirements over the next 12 months, including
scheduled interest and required principal payments on our outstanding
indebtedness and ongoing capital expenditures and projected working capital
needs. These developments may also require us to seek an amendment to the
financial covenants in our credit agreement. If we are unable to secure such an
amendment we may not be in compliance with these financial covenants, and our
lenders and the holders of our 61⁄2% Senior Subordinated Notes and our 61⁄2% Senior
Subordinated Notes - Class B could demand immediate repayment of all of our
outstanding debt. Under these circumstances, the acceleration of our debt
could have a material adverse effect on the Company.
 
 Our
joint venture with NBC Universal has also been adversely impacted by the current
economic downturn. Cash flow shortfalls at the joint venture caused by a decline
in advertising revenues could require us to make cash payments to the joint
venture to cover interest obligations under the General Electric Capital
Corporation (“GECC”) Note.  The joint venture is not planning
to distribute any cash to either NBC Universal or us in 2009; and will use
its existing debt service reserve cash balances ($15.1 million as of March 31,
2009) to fund interest payments. For 2009, we estimate that the cash available
to the joint venture will be in the range of $5 million to $10 million less than
the amount needed to pay interest on the GECC Note during the fourth quarter of
2009, however the actual cash shortfall could be greater than our current
estimate.  NBC Universal and we have agreed that if the joint venture
does not have sufficient cash to cover 2009 interest payments on the GECC Note,
we and NBC Universal will provide the joint venture with a shortfall loan on the
basis of our percentage of economic interest in the joint venture.  If
we are required to fund a portion of a shortfall loan, we plan to use our
available cash balances or available borrowings under our credit
facility.  In addition, if the joint venture experiences further cash
shortfalls beyond 2009, we may decide to fund such cash shortfalls, or to cover
such shortfalls through further loans or equity contributions to the joint
venture.
 
 On
April 30, 2009, Chrysler LLC (“Chrysler”) filed for Chapter 11 bankruptcy
protection.  We currently have a concentration of credit risk wtihin
our accounts receivable due from Chrysler.  We have reviewed our
reserves related to receivables from Chrysler and auto dealers whose advertising
campaigns are subsidized by Chrysler.  As of March 31, 2009, we have
determined that we are adequately reserved for all receivables due from Chrysler
and its affiliates.
  26
 Table of Contents
  Repurchase
of Senior Subordinated Notes
 
 During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the
three months ended March 31, 2009, we purchased a total notional amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for both classes was $68.4 million, resulting in a gain on extinguishment
of debt of $50.1 million, net of a write-off of deferred financing fees and
discount related to the Notes of $1.3 million and $1.9 million,
respectively.
 
 Additionally,
during the three months ended March 31, 2009, we paid $4.0 million of principal
on the term loans under our credit facility, drew down $66.0 million from our
revolving credit facility and recorded $2.4 million for amortization of the
discount on our 61⁄2%  Senior Subordinated Notes – Class B, bringing our
total outstanding debt balance to $686.1 million as of March 31,
2009.
 
 Contractual
Obligations
 
 As
of March 31, 2009, there had been no material changes in our contractual
obligations from those disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2008.
 
 Summary
of Cash Flows
 
 The
following presents summarized cash flow information (in thousands):
 
 
 Three
      Months Ended March 31,
                        
                        
                        Increase
      (Decrease)2009
                        
                        
                        2008Cash
      provided by operating activities
                        
                        $
                        3,477
                        
                        
                        $
                        22,409
                        
                        
                        $
                        (18,932
                        )Cash
      (used in) provided by investing activities
                        
                        
                        (1,852
                        )
                        
                        
                        1,074
                        
                        
                        
                        (2,926
                        )Cash
      used in financing activities
                        
                        
                        (6,330
                        )
                        
                        
                        (21,619
                        )
                        
                        
                        15,289Net
      (decrease) increase in cash and cash equivalents
                        
                        $
                        (4,705
                        )
                        
                        $
                        1,864
                        
                        
                        $
                        (6,569
                        )
 
 Net cash provided
by operating activitiesdecreased $18.9 million to $3.5 million for the
three months ended March 31, 2009 compared to the same period last year. This
decrease was primarily attributable to a decrease in accrued expenses of $15.8
million, which was the result of payments made in the first quarter of
2009 for our restructuring plan announced in the fourth quarter of
2008.
 
 Net cash (used
in) provided by investing activitiesdecreased $2.9 million to $1.9
million for the three months ended March 31, 2009, compared to cash provided by
investing activities of $1.1 million for the same period last year. The decrease
was primarily due to capital expenditures of $1.9 million during 2009 and
distributions from equity investments received in 2008 that did not recur in the
first quarter of 2009.
  Net cash used in
financing activitiesdecreased $15.3 million to $6.3 million for the
three months ended March 31, 2009. The decrease was primarily due to proceeds
from our revolving credit facility of $66.0 million, offset by the purchase of
our 61⁄2%  Senior Subordinated Notes and 61⁄2%  Senior Subordinated Notes
– Class B, respectively, during the first quarter of 2009.
 
 27
 Table of Contents
  Description
of Indebtedness
 
 The
following is a summary of our outstanding indebtedness (in
thousands):
 
 
 March
      31, 2009
                          
                          
                          December
      31, 2008Credit
      Facility:Revolving
      credit loans
                          
                          $
                          201,000
                          
                          
                          $
                          135,000Term
      loans
                          
                          
                          73,900
                          
                          
                          
                          77,87561⁄2%
      Senior Subordinated Notes due 2013
                          
                          
                          275,883
                          
                          
                          
                          355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $6,044 and $8,390 at March 31, 2009 and December 31,
      2008, respectively
                          
                          
                          135,272
                          
                          
                          
                          174,895Total  debt
                          
                          
                          686,055
                          
                          
                          
                          743,353Less
      current portion
                          
                          
                          15,900
                          
                          
                          
                          15,900Total
      long-term debt
                          
                          $
                          670,155
                          
                          
                          $
                          727,453
 
 We
repaid $4.0 million of principal on the term loans, related to mandatory
quarterly payments, under our credit facility, from operating cash balances
during the three months ended March 31, 2009.  Additionally, we
purchased a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2%  Senior
Subordinated Notes – Class B at market prices using available balances under our
revolving credit facility, as previously described in “Repurchase of Senior
Subordinated Notes”.
 
 See
Note 7 - “Long-term Debt” included in Item 15 of our Annual Report on Form 10-K
for the year ended December 31, 2008 for a full description of our credit
facility.
 
 Off-Balance
Sheet Arrangements
 
 As
of March 31, 2009, there had been no material changes in our off-balance sheet
arrangements from those disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2008.
 
 Item 3. Quantitative and Qualitative Disclosures About Market
Risk
 
 We
are exposed to market risk related to interest rates on borrowings under our
credit facility debt. We use derivative financial instruments to mitigate our
exposure to market risks from fluctuations in interest rates. In accordance with
our policy, we do not use derivative instruments unless there is an underlying
exposure, and we do not hold or enter into derivative financial instruments for
speculative trading purposes.
  Interest
Rate Risk
 
 Our
long-term debt at March 31, 2009 was $686.1 million, including current portion
of $15.9 million, of which the senior subordinated notes bear a fixed interest
rate and the credit facility bears an interest rate based on, at our option,
either a) the LIBOR interest rate, or b) an interest rate that is equal to the
greater of the Prime Rate or the Federal Funds Effective Rate plus 0.5%. In
addition, the rate we select also bears an applicable margin rate of 0.625% to
1.500% depending on the achievement of certain financial ratios. The outstanding
balance of both the term loans and revolving credit under our credit facility
was $274.9 million at March 31, 2009.
 
 Accordingly,
we are exposed to potential losses related to increases in interest rates. A
hypothetical 1% increase in the floating rate used as the basis for the interest
charged on the credit facility as of March 31, 2009 would result in an estimated
$2.0 million increase in annualized interest expense assuming a constant balance
outstanding of $274.9 million less the current outstanding loan amount of $77.5
million covered with an interest rate swap agreement. If we incur additional
indebtedness or amend or replace our current indebtedness, the current
disruption in the capital and credit markets may impact our ability to refinance
our debt or to refinance our debt on terms similar to our existing debt
agreements.
 
 During
the second quarter of 2006, we entered into a contract to hedge a notional $100
million of our credit facility. The interest payments under our credit facility
term loans are based on LIBOR plus an applicable margin rate. To mitigate
changes in our cash flows resulting from fluctuations in interest rates, we
entered into the 2006 interest rate hedge that effectively converted the
floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge was a liability of $6.0 million
at March 31, 2009. This amount will be released into earnings over the life of
the 2006 interest rate hedge through periodic interest payments.
 
 28
 Table of Contents
 Item 4. Controls and Procedures
 
 a)
Evaluation of disclosure controls and procedures.
 
 Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of March 31, 2009. The term “disclosure controls and procedures,”
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means
controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company’s management, including its
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving its objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based on the evaluation of our disclosure controls and
procedures as of March 31, 2009, our Chief Executive Officer and Chief Financial
Officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.
  b)
Changes in internal controls.
 
 There
were no changes in our internal control over financial reporting identified in
connection with the evaluation that occurred during the quarter ended March 31,
2009 that have materially affected or are reasonably likely to materially affect
our internal control over financial reporting.
 
 29
 Table of Contents
 Part II. Other
Information
 
 Item 1. Legal Proceedings
 
 We
are involved in various claims and lawsuits that are generally incidental to our
business. We are vigorously contesting all of these matters and believe that
their ultimate resolution will not have a material adverse effect on
us.
 
 In
November 2007, we assigned our option to acquire the outstanding shares of the
entity holding the FCC license of KNVA-TV to a third party, Vaughan Media, LLC
(“Vaughan Media”), as permitted by the terms of the option. We program KNVA-TV
pursuant to a local marketing agreement with the entity holding KNVA-TV’s FCC
license. Also, in November, 2007, Vaughan Media exercised the option to acquire
the shares of the licensee. In response, on December 10, 2007, the
licensee, 54 Broadcasting, Inc., filed a complaint against us and Vaughan Media
in the 53rd Judicial District Court of Travis County, Austin, Texas
alleging that our assignment and the subsequent option exercise were not valid.
The action was subsequently removed to the United States District Court, Western
District of Texas, Austin Division.  On March 2, 2009, prior to the
conclusion of the trial in this case, the parties reached a settlement and the
case was dismissed with prejudice.  We agreed to make an additional option
payment of $6.0 million to 54 Broadcasting, Inc. on the closing of the transfer
of the shares of 54 Broadcasting, Inc. to Vaughan Media following FCC approval
of the transaction.  We assigned the option to Vaughan Media on March
20, 2009, which will acquire control of 54 Broadcasting, Inc. at the closing. We
expect this transaction to close in 2009.
 
 Item 1A. Risk
Factors
 
 In
addition to the other information in this report, you should carefully consider
the factors discussed in Part I “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008, which could materially affect
our business, financial condition or future results.
 
 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.
 
 30
 Table of Contents
 Item 6. Exhibits
 
 3.1
              Second
      Amended and Restated Certificate of Incorporation of LIN TV Corp., as
      amended (filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed
      as of August 9, 2004 (File Nos. 001-31311 and 000-25206) and incorporated
      by reference herein)3.2
              Third
      Amended and Restated Bylaws of LIN TV Corp., filed as Exhibit 3.2 (filed
      as Exhibit 3.2 to our Report on Form 10-K filed as of March 14, 2008 (File
      Nos. 001-31311 and 000-25206) and incorporated by reference
      herein).3.3
              Restated
      Certificate of Incorporation of LIN Television Corporation (filed as
      Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN
      Television Corporation for the fiscal quarter ended June 30, 2003 (File
      No. 000-25206) and incorporated by reference herein)4.1
              Specimen
      of stock certificate representing LIN TV Corp. Class A Common stock, par
      value $.01 per share (filed as Exhibit 4.1 to LIN TV Corp.’s Registration
      Statement on Form S-1 (Registration No. 333-83068) and incorporated by
      reference herein).31.1
              Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN TV
      Corp.31.2
              Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN TV
      Corp.31.3
              Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN
      Television Corporation.31.4
              Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN
      Television Corporation.32.1
              Certification pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief
      Financial Officer of LIN TV Corp.32.2
              Certification pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief
      Financial Officer of LIN Television
  Corporation.
  31
 Table of Contents
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, each of LIN TV Corp. and LIN Television Corporation, has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 LIN TV CORP.
 LIN TELEVISION
CORPORATION
 
 Dated:
May 8,
2009                                                            By:/s/ Richard J.
Schmaeling
 Richard J. Schmaeling
 Senior Vice President, Chief
Financial
 Officer (Principal Financial
Officer)
 Dated:
May 8, 2009           By:/s/Nicholas N.
Mohamed
 Nicholas N. Mohamed
 Vice President,
Controller
 (Principal Accounting
Officer)
 
  32
 Table of Contents
  Table
of Contents
 
 Item 1. Unaudited Consolidated Financial
      Statements of LIN Television Corporation
                      
                      
                      34Consolidated Balance Sheets
                      
                      
                      34Consolidated Statements of
      Operations
                      
                      
                      35Consolidated Statements of Stockholders’ Equity
      and Comprehensive Income
                      
                      
                      36Consolidated Statements of Cash
      Flows
                      
                      
                      37Notes to Unaudited Consolidated Financial
      Statements
                      
                      
                      38
  
 33
 Table of Contents
 Item 1. Financial
    StatementsLIN
      Television CorporationConsolidated Balance Sheets(unaudited)March
      31,
                                                              
                                                              
                                                              December
      31,2009
                                                              
                                                              
                                                              2008(in
      thousands, except share data)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                              
                                                              $
                                                              15,401
                                                              
                                                              
                                                              
                                                              20,106Accounts
      receivable, less allowance for doubtful accounts (2009 - $2,918; 2008 -
      $2,761)
                                                              
                                                              
                                                              58,584
                                                              
                                                              
                                                              
                                                              68,277Program
      rights
                                                              
                                                              
                                                              3,034
                                                              
                                                              
                                                              
                                                              3,311Assets
      held for sale
                                                              
                                                              
                                                              234
                                                              
                                                              
                                                              
                                                              430Other
      current assets
                                                              
                                                              
                                                              4,934
                                                              
                                                              
                                                              
                                                              5,045Total
      current assets
                                                              
                                                              
                                                              82,187
                                                              
                                                              
                                                              
                                                              97,169Property
      and equipment, net
                                                              
                                                              
                                                              177,195
                                                              
                                                              
                                                              
                                                              180,679Deferred
      financing costs
                                                              
                                                              
                                                              6,716
                                                              
                                                              
                                                              
                                                              8,511Equity
      investments
                                                              
                                                              
                                                              128
                                                              
                                                              
                                                              
                                                              128Program
      rights
                                                              
                                                              
                                                              2,804
                                                              
                                                              
                                                              
                                                              3,422Goodwill
                                                              
                                                              
                                                              117,159
                                                              
                                                              
                                                              
                                                              117,159Broadcast
      licenses and other intangible assets, net
                                                              
                                                              
                                                              430,121
                                                              
                                                              
                                                              
                                                              430,142Assets
      held for sale
                                                              
                                                              
                                                              6,914
                                                              
                                                              
                                                              
                                                              8,872Other
      assets
                                                              
                                                              
                                                              4,646
                                                              
                                                              
                                                              
                                                              6,512Total
      assets
                                                              
                                                              $
                                                              827,870
                                                              
                                                              
                                                              $
                                                              852,594LIABILITIES,
      PREFERRED STOCK AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Current
      portion of long-term debt
                                                              
                                                              $
                                                              15,900
                                                              
                                                              
                                                              $
                                                              15,900Accounts
      payable
                                                              
                                                              
                                                              4,068
                                                              
                                                              
                                                              
                                                              7,988Accrued
      expenses
                                                              
                                                              
                                                              52,709
                                                              
                                                              
                                                              
                                                              56,701Program
      obligations
                                                              
                                                              
                                                              12,189
                                                              
                                                              
                                                              
                                                              10,109Liabilities
      held for sale
                                                              
                                                              
                                                              443
                                                              
                                                              
                                                              
                                                              429Total
      current liabilities
                                                              
                                                              
                                                              85,309
                                                              
                                                              
                                                              
                                                              91,127Long-term
      debt, excluding current portion
                                                              
                                                              
                                                              670,155
                                                              
                                                              
                                                              
                                                              727,453Deferred
      income taxes, net
                                                              
                                                              
                                                              161,696
                                                              
                                                              
                                                              
                                                              141,702Program
      obligations
                                                              
                                                              
                                                              4,177
                                                              
                                                              
                                                              
                                                              5,336Liabilities
      held for sale
                                                              
                                                              
                                                              244
                                                              
                                                              
                                                              
                                                              343Other
      liabilities
                                                              
                                                              
                                                              66,236
                                                              
                                                              
                                                              
                                                              68,883Total
      liabilities
                                                              
                                                              
                                                              987,817
                                                              
                                                              
                                                              
                                                              1,034,844Commitments
      and Contingenices (Note 11)Stockholders'
      equity:Common
      stock, $0.00 par value, 1,000 shares outstanding
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Investment
      in parent company's stock, at cost
                                                              
                                                              
                                                              (18,005
                                                              )
                                                              
                                                              
                                                              (18,005
                                                              )Additional
      paid-in capital
                                                              
                                                              
                                                              1,103,037
                                                              
                                                              
                                                              
                                                              1,102,448Accumulated
      deficit
                                                              
                                                              
                                                              (1,214,368
                                                              )
                                                              
                                                              
                                                              (1,239,090
                                                              )Accumulated
      other comprehensive loss
                                                              
                                                              
                                                              (34,111
                                                              )
                                                              
                                                              
                                                              (34,634
                                                              )Total
      stockholders' deficit
                                                              
                                                              
                                                              (163,447
                                                              )
                                                              
                                                              
                                                              (189,281
                                                              )Preferred
      stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 sharesissued and
      outstanding at March 31, 2009 and December 31, 2008, respectively (Note
      1)
                                                              
                                                              
                                                              3,500
                                                              
                                                              
                                                              
                                                              7,031Total
      deficit
                                                              
                                                              
                                                              (159,947
                                                              )
                                                              
                                                              
                                                              (182,250
                                                              )Total
      liabilities, preferred stock and stockholders' deficit
                                                              
                                                              $
                                                              827,870
                                                              
                                                              
                                                              $
                                                              852,594The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
  34
 Table of Contents
     LIN
      Television CorporationConsolidated Statements of
    Operations(unaudited)Three
      months ended March 31,2009
                                                          
                                                          
                                                          2008(in
      thousands, except share data)Net
      revenues
                                                          
                                                          $
                                                          74,475
                                                          
                                                          
                                                          $
                                                          93,064Operating
      costs and expenses:Direct
      operating
                                                          
                                                          
                                                          26,915
                                                          
                                                          
                                                          
                                                          30,066Selling,
      general and administrative
                                                          
                                                          
                                                          25,616
                                                          
                                                          
                                                          
                                                          28,575Amortization
      of program rights
                                                          
                                                          
                                                          6,332
                                                          
                                                          
                                                          
                                                          6,176Corporate
                                                          
                                                          
                                                          4,418
                                                          
                                                          
                                                          
                                                          5,030Depreciation
                                                          
                                                          
                                                          8,126
                                                          
                                                          
                                                          
                                                          7,449Amortization
      of intangible assets
                                                          
                                                          
                                                          20
                                                          
                                                          
                                                          
                                                          93(Gain)
      loss from asset dispositions
                                                          
                                                          
                                                          (1,709
                                                          )
                                                          
                                                          
                                                          101Operating
      income
                                                          
                                                          
                                                          4,757
                                                          
                                                          
                                                          
                                                          15,574Other
      (income) expense:Interest
      expense, net
                                                          
                                                          
                                                          10,922
                                                          
                                                          
                                                          
                                                          14,391Share
      of income in equity investments
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (451
                                                          )Loss
      (gain) on derivative instruments
                                                          
                                                          
                                                          220
                                                          
                                                          
                                                          
                                                          (375
                                                          )(Income)
      loss on extinguishment of debt
                                                          
                                                          
                                                          (50,149
                                                          )
                                                          
                                                          
                                                          100Other,
      net
                                                          
                                                          
                                                          269
                                                          
                                                          
                                                          
                                                          449Total
      other (income) expense, net
                                                          
                                                          
                                                          (38,738
                                                          )
                                                          
                                                          
                                                          14,114Income
      from continuing operations before provision for income
    taxes
                                                          
                                                          
                                                          43,495
                                                          
                                                          
                                                          
                                                          1,460Provision
      for income taxes
                                                          
                                                          
                                                          18,489
                                                          
                                                          
                                                          
                                                          585Income
      from continuing operations
                                                          
                                                          
                                                          25,006
                                                          
                                                          
                                                          
                                                          875Discontinued
      operations:(Loss)
      income from discontinued operations, net of (benefit from)provision for income
      taxes of $(659) and $61 for the three months ended March 31, 2009 and
      2008, respectively
                                                          
                                                          
                                                          (284
                                                          )
                                                          
                                                          
                                                          588Net
      income
                                                          
                                                          $
                                                          24,722
                                                          
                                                          
                                                          $
                                                          1,463The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
  35
 Table of Contents
  LIN
      Television CorporationConsolidated Statements of Stockholders' Equity and
      Comprehensive Income(unaudited)(in
      thousands, except share data)Common
      Stock
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Investment
      in Parent Company's Common Stock, at cost
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Additional
      Paid-In Capital
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Accumulated
      Deficit
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Accumulated
      Other Comprehensive Loss
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Total
      Stockholders' Deficit
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Preferred
      Stock of Banks Broadcasting
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Comprehensive
      IncomeTotal
      Deficit
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              Shares
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              AmountBalance
      at December 31, 2008
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (182,250
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              1,000
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (18,005
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              1,102,448
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (1,239,090
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (34,634
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (189,281
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              7,031
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $Amortization
      of prior service cost, net of tax of $3
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              4
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              4
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              4
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              4Amortization
      of net loss, net of tax of $52
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              78
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              78
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              78
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              78Unrealized
      loss on cash flow hedge, net of tax of $293
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              441
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              441
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              441
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              441Stock-based
      compensation, continuing operations
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              589
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              589
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              589
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -Restricted
      shares cancelled
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -Net
      income (loss)
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              21,291
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              24,722
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              24,722
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              (3,531
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              24,722Comprehensive
      income - March 31, 2009
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              25,245Balance
      at March 31, 2009
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (159,947
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              1,000
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (18,005
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              1,103,037
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (1,214,368
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (34,111
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              (163,447
                                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                              3,500The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements
  36
 Table of Contents
  LIN
      Television CorporationConsolidated Statements of Cash
    Flows(unaudited)Three
      Months Ended March 31,2009
                                                                              
                                                                              
                                                                              2008(in
      thousands)OPERATING
      ACTIVITIES:Net
      income
                                                                              
                                                                              $
                                                                              24,722
                                                                              
                                                                              
                                                                              $
                                                                              1,463Loss
      (income) from discontinued operations
                                                                              
                                                                              
                                                                              284
                                                                              
                                                                              
                                                                              
                                                                              (588
                                                                              )Adjustment
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                                                                              
                                                                              
                                                                              8,126
                                                                              
                                                                              
                                                                              
                                                                              7,449Amortization
      of intangible assets
                                                                              
                                                                              
                                                                              20
                                                                              
                                                                              
                                                                              
                                                                              93Amortization
      of financing costs and note discounts
                                                                              
                                                                              
                                                                              977
                                                                              
                                                                              
                                                                              
                                                                              2,126Amortization
      of program rights
                                                                              
                                                                              
                                                                              6,332
                                                                              
                                                                              
                                                                              
                                                                              6,176Program
      payments
                                                                              
                                                                              
                                                                              (4,582
                                                                              )
                                                                              
                                                                              
                                                                              (7,005
                                                                              )(Gain)
      loss on extinguishment of debt
                                                                              
                                                                              
                                                                              (50,149
                                                                              )
                                                                              
                                                                              
                                                                              100Loss
      (gain) on derivative instruments
                                                                              
                                                                              
                                                                              220
                                                                              
                                                                              
                                                                              
                                                                              (375
                                                                              )Share
      of income in equity investments
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              (451
                                                                              )Deferred
      income taxes, net
                                                                              
                                                                              
                                                                              18,758
                                                                              
                                                                              
                                                                              
                                                                              (744
                                                                              )Stock-based
      compensation
                                                                              
                                                                              
                                                                              589
                                                                              
                                                                              
                                                                              
                                                                              1,413(Gain)
      loss from asset dispositions
                                                                              
                                                                              
                                                                              (1,709
                                                                              )
                                                                              
                                                                              
                                                                              101Other,
      net
                                                                              
                                                                              
                                                                              2,291
                                                                              
                                                                              
                                                                              
                                                                              634Changes
      in operating assets and liabilities, net of acquisitions and
      disposals:Accounts
      receivable
                                                                              
                                                                              
                                                                              9,693
                                                                              
                                                                              
                                                                              
                                                                              10,483Other
      assets
                                                                              
                                                                              
                                                                              1,977
                                                                              
                                                                              
                                                                              
                                                                              1,201Accounts
      payable
                                                                              
                                                                              
                                                                              (3,920
                                                                              )
                                                                              
                                                                              
                                                                              (7,503
                                                                              )Accrued
      interest expense
                                                                              
                                                                              
                                                                              5,751
                                                                              
                                                                              
                                                                              
                                                                              9,965Other
      accrued expenses
                                                                              
                                                                              
                                                                              (15,802
                                                                              )
                                                                              
                                                                              
                                                                              (1,428
                                                                              )Net
      cash provided by operating activities, continuing
    operations
                                                                              
                                                                              
                                                                              3,578
                                                                              
                                                                              
                                                                              
                                                                              23,110Net
      cash used in operating activities, discontinued operations
                                                                              
                                                                              
                                                                              (101
                                                                              )
                                                                              
                                                                              
                                                                              (701
                                                                              )Net
      cash provided by operating activities
                                                                              
                                                                              
                                                                              3,477
                                                                              
                                                                              
                                                                              
                                                                              22,409INVESTING
      ACTIVITIES:Capital
      expenditures
                                                                              
                                                                              
                                                                              (1,852
                                                                              )
                                                                              
                                                                              
                                                                              (1,665
                                                                              )Distributions
      from equity investments
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              1,019Other
      investments, net
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              (97
                                                                              )Net
      cash used in investing activities, continuing operations
                                                                              
                                                                              
                                                                              (1,852
                                                                              )
                                                                              
                                                                              
                                                                              (743
                                                                              )Net
      cash provided by investing activities, discontinued
    operations
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              1,817Net
      cash (used in) provided by investing activities
                                                                              
                                                                              
                                                                              (1,852
                                                                              )
                                                                              
                                                                              
                                                                              1,074FINANCING
      ACTIVITIES:Net
      proceeds on exercises of employee stock options and phantom stock units andemployee stock
      purchase plan issuances
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              456Proceeds
      from borrowings on long-term debt
                                                                              
                                                                              
                                                                              66,000
                                                                              
                                                                              
                                                                              
                                                                              -Principal
      payments on long-term debt
                                                                              
                                                                              
                                                                              (72,330
                                                                              )
                                                                              
                                                                              
                                                                              (22,075
                                                                              )Net
      cash used in financing activities, continuing operations
                                                                              
                                                                              
                                                                              (6,330
                                                                              )
                                                                              
                                                                              
                                                                              (21,619
                                                                              )Net
      cash used in financing activities
                                                                              
                                                                              
                                                                              (6,330
                                                                              )
                                                                              
                                                                              
                                                                              (21,619
                                                                              )Net
      (decrease) increase in cash and cash equivalents
                                                                              
                                                                              
                                                                              (4,705
                                                                              )
                                                                              
                                                                              
                                                                              1,864Cash
      and cash equivalents at the beginning of the period
                                                                              
                                                                              
                                                                              20,106
                                                                              
                                                                              
                                                                              
                                                                              40,031Cash
      and cash equivalents at the end of the period
                                                                              
                                                                              $
                                                                              15,401
                                                                              
                                                                              
                                                                              $
                                                                              41,895Less
      cash and cash equivalents from discontinued operations, end of the
      period
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -Cash
      and cash equivalents from continuing operations, end of the
      period
                                                                              
                                                                              $
                                                                              15,401
                                                                              
                                                                              
                                                                              $
                                                                              41,895The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.
  37
 Table of Contents
  LIN
Television Corporation
 Notes to Unaudited Consolidated Financial
Statements
 
 Note 1 — Basis of
Presentation
 
 Description
of Business
 
 LIN
Television Corporation (“LIN Television”), together with its subsidiaries, is a
television station group operator in the United States. In these notes, the
terms “Company,” “LIN Television,” “we,” “us” or “our” mean LIN Television
Corporation and all subsidiaries included in our consolidated financial
statements. LIN Television is a wholly-owned subsidiary of LIN TV Corp. (“LIN
TV”).
 
 Financial
Condition
 
 Our
operating plan for the remainder of 2009 requires that we generate cash from
operations and, if necessary, utilize borrowings under our revolving credit
facility. Our ability to borrow under our revolving credit facility is
contingent upon our compliance with certain financial covenants, which are
measured, in part, by the level of cash we generate from our
operations.  As of March 31, 2009, we were in compliance with all
financial and non-financial covenants in our credit agreement.
 
 Our
future ability to generate cash from operations and from borrowings under our
credit facility could be adversely effected by a number of risks, which are
discussed in the Liquidity and Capital Resources section within the Management
Discussion and Analysis, and in the Risk Factors section, in our Annual
Report on Form 10-K for the year ended December 31, 2008.
 
 During
the three months ended March 31, 2009, we experienced continued declines in
revenues compared to the same period in 2008.  These declines in
revenues were in excess of our original 2009 plan and we anticipate continued
weakness in revenues during the second quarter of this year.  As a
result, we believe it is increasingly likely that we will need to enact a
series of further cost reduction actions and other measures in order to sustain
compliance with the financial covenants in our credit agreement over the next 12
months, and/or we may choose to seek an amendment to our credit
agreement.  Our further cost reduction actions may include, among
other things, decreases in headcount, salaries and related benefits, reductions
of business travel and advertising expenditures, and the sale of certain non
strategic assets, to the extent permitted by our credit facility. While we
believe that sustained compliance with our financial covenants over the next 12
months is achievable given our current plans, and these additional measures, we
believe that there is now a greater likelihood that we will need to seek an
amendment to the financial covenants in our credit agreement.
 
 Further,
if actual advertising revenues are significantly less than currently anticipated
for the second quarter of this year and for the remainder of this year, and we
are unable to effect cost reduction initiatives or other actions in addition to
those described above to offset such shortfalls, and/or we are unable to
generate sufficient revenues from other sources to offset the decline in
advertising revenues, we may not be able to generate sufficient cash from
operations to fund our cash requirements over the next 12 months, including
scheduled interest
and required principal payments on our outstanding indebtedness and ongoing
capital expenditures and projected working capital needs. These developments may
also require us to seek an amendment to the financial covenants in our credit
agreement. If we are unable to secure such an amendment we may not be in
compliance with these financial covenants, and our lenders and the holders of
our 61⁄2% Senior Subordinated Notes and our 61⁄2% Senior Subordinated Notes - Class
B could demand immediate repayment of all of our outstanding debt. Under these
circumstances, the acceleration of our debt could have a material adverse
effect on the Company.
 
 38
 Table of Contents
  Our
joint venture with NBC Universal has also been adversely impacted by the current
economic downturn. Cash flow shortfalls at the joint venture caused by a decline
in advertising revenues could require us to make cash payments to the joint
venture to cover interest obligations under the General Electric Capital
Corporation (“GECC”) Note.  The joint venture is not planning to
distribute any cash to either NBC Universal or us in 2009; and will use its
existing debt service reserve cash balances ($15.1 million as of March 31, 2009)
to fund interest payments. For 2009, we estimate that the cash available to the
joint venture will be in the range of $5 million to $10 million less than the
amount needed to pay interest on the GECC Note during the fourth quarter of
2009, however the actual cash shortfall could be greater than our current
estimate.  NBC Universal and we have agreed that if the joint venture
does not have sufficient cash to cover 2009 interest payments on the GECC Note,
we and NBC Universal will provide the joint venture with a shortfall loan on the
basis of our percentage of economic interest in the joint venture.  If
we are required to fund a portion of a shortfall loan, we plan to use our
available cash balances or available borrowings under our credit
facility.  In addition, if the joint venture experiences further cash
shortfalls beyond 2009, we may decide to fund such cash shortfalls, or to cover
such shortfalls through further loans or equity contributions to the joint
venture.
 
 Changes
in Classifications
 
 In
December 2007, the FASB issued FAS 160 “Non-controlling Interests in
Consolidated Financial Statements” (“FAS 160”), which amends ARB 51,
“Consolidated Financial Statements” (“ARB 51”). FAS 160 is effective for
quarterly and annual reporting periods that begin after December 15, 2008.
FAS 160 establishes accounting and reporting standards with respect to
non-controlling interests (also called minority interests) in an effort to
improve the relevance, comparability and transparency of financial information
that a company provides with respect to its non-controlling interests. The
significant requirements under FAS 160 are the reporting of the non-controlling
interests separately in the equity section of the balance sheet and the
reporting of the net income or loss of the controlling and non-controlling
interests separately on the face of the statement of operations. We have adopted
FAS 160 effective January 1, 2009, and as a result, reclassified the
preferred stock of Banks Broadcasting, Inc. (“Banks Broadcasting”), representing
non-controlling interest, to the equity section of our balance
sheet.
 
 Basis
of Presentation
 
 Our
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States (“GAAP”). Our
significant accounting policies are described below. The following are
accounting terms that we use throughout this section to assist in an
understanding of our financial statements and accounting policies: Financial
Accounting Standards Board (“FASB”), Financial Accounting Standard (“FAS”),
Accounting Principles Board (“APB”), Emerging Issues Task Force (“EITF”),
Financial Interpretation Number (“FIN”), Accounting Research
Bulletin ("ARB") and FASB Staff Position (“FSP”). Our
consolidated financial statements have been prepared without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed or omitted
pursuant to such rules and regulations. Certain financial statement accounts
have been reclassified in the prior period financial statements to conform
to the current period financial statement presentation.
 In
the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly our financial
position, results of operations and cash flows for the periods presented. The
interim results of operations are not necessarily indicative of the results to
be expected for the full year.
 
 39
 Table of Contents
  Use
of Estimates
 
 The
preparation of financial statements in conformity with GAAP requires our
management to make estimates and assumptions that affect the amounts reported in
the unaudited consolidated financial statements and the notes to the
unaudited consolidated financial statements. Our actual results could
differ from these estimates. Estimates are used for the allowance for doubtful
accounts in receivables, valuation of goodwill and intangible assets,
amortization of program rights and intangible assets, stock-based-compensation,
pension costs, barter transactions, income taxes, employee medical insurance
claims, useful lives of property and equipment, contingencies, litigation and
net assets of businesses acquired.
 
 Recently
Issued Accounting Pronouncements
 
 In
January 2009, the FASB issued EITF 99-20-1 “Amendments to the Impairment
Guidance of EITF Issue No. 99-20”. EITF 99-20-1 is effective for interim and
annual reporting periods ending after December 15, 2008. EITF 99-20-1 amends the
guidance in EITF Issue No. 99-20 “Recognition of Interest Income and Impairment
on Purchased Beneficial Interests and Beneficial Interests That Continue to Be
Held by a Transferor in Securitized Financial Assets,” to achieve more
consistent determination of whether an other-than-temporary impairment has
occurred.  EITF 99-20-1 also retains and emphasizes the objective of
an other-than-temporary assessment and the related disclosure requirements in
FASB No. 115 “Accounting for Certain Investments in Debt
and Equity Securities” and other related guidance. We have adopted EITF 99-20-1
effective January 1, 2009. EITF 99-20-1 did not have a material impact on our
consolidated financial statements.
 
 In
December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is
effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1
increases disclosure requirements related to an employer’s defined benefit
pension or other postretirement plans.  We plan to adopt FSP FAS
132(R)-1 effective January 1, 2010, and we do not expect it to have a material
impact on our consolidated financial statements.
 
 In
November 2008, the FASB issued EITF 08-1, “Revenue Arrangements with
Multiple Deliverables” (“EITF 08-1”).  EITF 08-1 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after December 31, 2009 and shall be applied on a prospective
basis.  Earlier application is permitted as of the beginning of a
fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating activities.
We plan to adopt EITF 08-1 on January 1, 2010, and we do not expect it to have a
material impact on our consolidated financial statements.
 
 In
November 2008, the FASB issued EITF 08-6, “Equity Method Investment Accounting
Considerations” (“EITF 08-6”).  EITF 08-6 is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal
years.  EITF 08-6 shall be applied prospectively.  EITF 08-6
clarifies the accounting for certain transactions and impairment considerations
involving equity method investments.  We adopted EITF 08-6 effective
January 1, 2009. EITF 08-6 did not have a material impact on our consolidated
financial statements.
 
 In
November 2008, the FASB issued EITF 08-7, “Accounting for Defensive Intangible
Assets” (“EITF 08-7”).  EITF 08-7 is effective for intangible assets
acquired on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008.  EITF 08-7 will be applied
prospectively and earlier application is not permitted.  EITF 08-7
clarifies how to account for defensive intangible assets subsequent to initial
measurement.  We adopted EITF 08-7 effective January 1, 2009. EITF
08-7 did not have a material impact on our consolidated financial
statements.
 
 40
 Table of Contents
  In
June 2008, the FASB issued FSP FAS 142-3 “Determination of the Useful Life
of Intangible Assets” (“FSP FAS 142-3”), which is effective for financial
statements issued for fiscal years beginning after December 31, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. FSP FAS
142-3 provides guidance for determining the useful life of a recognized
intangible asset and will be applied prospectively to intangible assets acquired
after the effective date. We adopted FSP FAS 142-3 effective January 1,
2009. FSP FAS 142-3 did not have a material impact on our consolidated
financial statements.
  In
March 2008, the FASB issued FAS 161 “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(“FAS 161”), which is effective for fiscal years and interim periods beginning
after November 15, 2008, with earlier adoption encouraged. This statement
is intended to improve transparency in financial reporting by requiring enhanced
disclosures of an entity’s derivative instruments and hedging activities and
their effects on the entity’s financial position, financial performance, and
cash flows. FAS 161 applies to all derivative instruments within the scope of
FAS 133, as well as related hedged items, bifurcated derivatives, and
nonderivative instruments that are designated and qualify as hedging
instruments. FAS 161 impacts only our disclosure requirements and therefore will
not have an impact on our financial position, financial performance or cash
flows. We adopted FAS 161 effective January 1, 2009 and included
the additional required disclosures.
  In
December 2007, the FASB issued FAS 141R "Business Combinations" ("FAS
141R"), which is effective prospectively for all business combinations with
acquisition dates on or after the beginning of the first fiscal year beginning
after December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. FAS 141R replaces
FAS 141 “Business Combinations” (“FAS 141”), but it retains the underlying
concepts of FAS 141 in that all business combinations are required to be
accounted for at fair value under the acquisition method of accounting. However,
FAS 141R changed the method of applying the acquisition method in a number of
significant ways. Acquisition costs will generally be expensed as incurred;
non-controlling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value at the
acquisition date as an indefinite-lived intangible asset; restructuring costs
associated with a business combination will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
income tax uncertainties after the acquisition date generally will affect income
tax expense. We adopted FAS 141R effective January 1, 2009. The effect of
FAS 141R on future periods will depend on the nature and significance of any
acquisitions subject to FAS 141R.
 
 Note 2 — Discontinued
Operations
 
 Our
consolidated financial statements reflect the operations, assets and liabilities
of Banks Broadcasting as discontinued for all periods presented.
 
 Banks
Broadcasting
 
 We
own preferred stock that represents a 50% non-voting interest in Banks
Broadcasting. We consolidate Banks Broadcasting under FIN 46R.
 
 In
March 2008, Banks Broadcasting sold certain of its 700 MHz spectrum licenses for
$2.0 million in cash with a related gain of $1.4 million. In June 2008,
Banks Broadcasting signed a purchase agreement to sell KNIN-TV, a CW affiliate
in Boise, for $8.0 million to Journal Broadcasting Group (“Journal
Broadcasting”).  The FCC approved the transfer of the FCC license for this
station to Journal Broadcasting in January 2009. Although the sale was
originally scheduled to close on March 11, 2009, Journal Broadcasting declined
to close and asserted that a condition to its obligation to close had not been
satisfied. The parties renegotiated certain terms of the purchase agreement and
closed the transaction on April 23, 2009. For more information related to this
transaction see Note 12 – “Subsequent Events”.
 41
 Table of Contents
  Banks
Broadcasting distributed no cash to us for the three months ended March 31, 2009
or 2008, and we provided no capital contributions to Banks Broadcasting during
the same periods.
 
 The
carrying amounts of assets and liabilities, related to Banks Broadcasting,
segregated on our balance sheet as held for sale, are as follows (in
thousands):
 
 
 March
      31, 2009
                            
                            
                            December
      31, 2008Program
      rights
                            
                            $
                            204
                            
                            
                            $
                            193Other
      current assets
                            
                            
                            30
                            
                            
                            
                            237Total
      current assets
                            
                            
                            234
                            
                            
                            
                            430Property
      and equipment, net
                            
                            
                            775
                            
                            
                            
                            804Program
      rights
                            
                            
                            265
                            
                            
                            
                            324Intangible
      assets, net
                            
                            
                            5,874
                            
                            
                            
                            7,744Total
      assets
                            
                            $
                            7,148
                            
                            
                            $
                            9,302Other
      accrued expenses
                            
                            $
                            233
                            
                            
                            $
                            270Program
      obligations
                            
                            
                            210
                            
                            
                            
                            159Total
      current liabilities
                            
                            
                            443
                            
                            
                            
                            429Program
      obligations
                            
                            
                            244
                            
                            
                            
                            343Total
      liabilities
                            
                            $
                            687
                            
                            
                            $
                            772
  The
following presents summarized information for the discontinued operations (in
thousands):
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Net
      revenues
                    
                    $
                    632
                    
                    
                    $
                    785Operating
      (loss) income
                    
                    
                    (1,998
                    )
                    
                    
                    1,280Net
      (loss) income
                    
                    
                    (284
                    )
                    
                    
                    588
 
 
 The
operating loss for the three months ended March 31, 2009 includes an impairment
charge of $1.9 million to reduce the carrying value of broadcast licenses to
fair value based on the final sale price of KNIN-TV of $6.6 million (See “Note
12 – Subsequent Events”).
 
 Net
loss for the three months ended March 31, 2009 reflects LIN TV’s 50% share of
net losses of Banks Broadcasting, net of taxes and non operating items to adjust
the carrying value of the preferred stock of Banks Broadcasting (non-controlling
interest) to reflect the estimated amounts due to the minority shareholders upon
liquidation of Banks Broadcasting (See “Note 12 – Subsequent
Events”).
  42
 Table of Contents
  Note 3 — Equity
Investments
 
 Joint
Venture with NBC Universal
 
 We
own a 20.38% interest in Station Venture Holdings, LLC (“SVH”), a joint venture
with NBC Universal, and account for our interest using the equity method as we
do not have a controlling interest. The following presents the summarized
financial information of the NBC Universal joint venture (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                      
                      
                      2008Cash
      distributions to SVH
                      
                      $
                      16,252
                      
                      
                      $
                      21,446Income
      to SVH
                      
                      $
                      2,728
                      
                      
                      $
                      18,703Other
      expense, net (primarily interest on the GECC note)
                      
                      
                      (16,491
                      )
                      
                      
                      (16,491
                      )Net
      (loss) income of SVH
                      
                      $
                      (13,763
                      )
                      
                      $
                      2,212Cash
      distributions to us
                      
                      $
                      -
                      
                      
                      $
                      1,019
 
 
 Note 4 — Intangible
Assets
 
 The
following table summarizes the carrying amount of intangible assets (in
thousands):
 
 
 March
      31, 2009
                      
                      
                      December
      31, 2008Gross
      Carrying Amount
                      
                      
                      Accumulated
      Amortization
                      
                      
                      Gross
      Carrying Amount
                      
                      
                      Accumulated
      AmortizationGoodwill
                      
                      $
                      117,159
                      
                      
                      $
                      -
                      
                      
                      $
                      117,159
                      
                      
                      $
                      -Broadcast
      licenses
                      
                      
                      429,024
                      
                      
                      
                      -
                      
                      
                      
                      429,024
                      
                      
                      
                      -Intangible
      assets suject to amortization (1)
                      
                      
                      7,796
                      
                      
                      
                      (6,699
                      )
                      
                      
                      7,796
                      
                      
                      
                      (6,678
                      )Total
      intangible assets
                      
                      $
                      553,979
                      
                      
                      $
                      (6,699
                      )
                      
                      $
                      553,979
                      
                      
                      $
                      (6,678
                      )
 ____________
 
 (1)
                Intangibles subject to
      amortization are amortized on a straight line basis and include acquired
      advertising contracts, advertiser lists, advertiser relationships,
      favorable operating leases, tower rental income leases, option
      agreements and network
affiliations.
  43
 Table of Contents
  Note 5 — Debt
  All
of the consolidated wholly-owned subsidiaries of LIN Television fully and
unconditionally guarantee all of our debt on a joint-and-several
basis.
  Debt
consisted of the following (in thousands):
 
 March
      31, 2009
                              
                              
                              December
      31, 2008Credit
      Facility:Revolving
      credit loans
                              
                              $
                              201,000
                              
                              
                              $
                              135,000Term
      loans
                              
                              
                              73,900
                              
                              
                              
                              77,87561⁄2%
      Senior Subordinated Notes due 2013
                              
                              
                              275,883
                              
                              
                              
                              355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $6,044 and $8,390 at March 31, 2009 and December 31,
      2008, respectively
                              
                              
                              135,272
                              
                              
                              
                              174,895Total  debt
                              
                              
                              686,055
                              
                              
                              
                              743,353Less
      current portion
                              
                              
                              15,900
                              
                              
                              
                              15,900Total
      long-term debt
                              
                              $
                              670,155
                              
                              
                              $
                              727,453
 
 We
repaid $4.0 million of principal on the term loans, related to mandatory
quarterly payments, under our credit facility, from operating cash balances
during the three months ended March 31, 2009.
 
 During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the
three months ended March 31, 2009, we purchased a total notional amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for both classes was $68.4 million, resulting in a gain on extinguishment
of debt of $50.1 million, net of a write-off of deferred financing fees and
discount related to the Notes of $1.3 million and $1.9 million,
respectively.
 
 Note 6 — Derivative Financial
Instruments
 
 We
use derivative financial instruments in the management of our interest rate
exposure for our long-term debt, principally our credit facility. In accordance
with our policy, we do not use derivative instruments unless there is an
underlying exposure. We do not hold or enter into derivative financial
instruments for speculative trading purposes.
 
 During
the second quarter of 2006, we entered into a contract to hedge a notional
amount of the declining balances of our term loans (“2006 interest rate hedge”).
To mitigate changes in our cash flows resulting from fluctuations in interest
rates, we entered into the 2006 interest rate hedge that effectively converted
the floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge liability was $6.0 million and
$6.5 million at March 31, 2009 and December 31, 2008, respectively. The
effective portion of this amount will be released into earnings over the life of
the 2006 interest rate hedge through periodic interest payments. The notional
amount of the 2006 interest rate hedge liability was $77.5 million and $81.3 million at March 31, 2009 and December 31, 2008,
respectively. During the three months ended March 31, 2009, we recorded a
charge of $0.2 million to the statement of operations, associated with the
ineffective portion of this swap.
  44
 Table of Contents
  The
2.50% Exchangeable Senior Subordinated Debentures that we purchased in 2008 had
certain embedded derivative features that were required to be separately
identified and recorded at fair value each period. The fair value of these
derivatives on issue of the debentures was $21.1 million and this amount was
recorded as an original issue discount and accreted through interest expense
from the date of issuance through May 15, 2008 when they were tendered to us and
purchased. As a result of the purchase of the debentures, we recorded a gain of
$0.4 million during the first quarter of 2008 to earnings for the remaining fair
value of these derivatives.
 
 The
2006 interest rate swap is carried on our consolidated balance sheet as other
liabilities at fair value, which is calculated using the discounted expected
future cash outflows from a series of three-month LIBOR strips through November
4, 2011, the same maturity date as our credit facility. The fair value of this
derivative was calculated by using observable inputs (level 2) as defined under
FAS 157 “Fair Value Measurements” (“FAS 157”).
 
 The
following table summarizes our derivative activity during the three months ended
March 31 (in thousands):
 
 
 Loss
      (Gain) on Derivative Instruments
                        
                        
                        Comprehensive
      Loss (Income), Net of Tax2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Mark-to-Market
      Adjustments on:2.50%
      Exchangeable Senior Subordinated Debentures
                        
                        $
                        -
                        
                        
                        $
                        (375
                        )
                        
                        $
                        -
                        
                        
                        $
                        -2006
      interest rate hedge
                        
                        
                        220
                        
                        
                        
                        -
                        
                        
                        
                        441
                        
                        
                        
                        (1,516
                        )$
                        220
                        
                        
                        $
                        (375
                        )
                        
                        $
                        441
                        
                        
                        $
                        (1,516
                        )
 
 The
following table summarizes the balances for our derivative liability included in
other liabilities in our consolidated balance sheet (in thousands):
 
 March
      31, 2009
                    
                    
                    December
      31, 20082006
      interest rate hedge
                    
                    $
                    5,979
                    
                    
                    $
                    6,493
  45
 Table of Contents
  Note
7 – Fair Value Measurement
 
 We
record certain financial assets and liabilities at fair value on a recurring
basis consistent with FAS 157.  The following table summarizes the
financial assets and liabilities measured at fair value in the accompanying
financial statements using the three-level fair value hierarchy established by
FAS 157 as of March 31, 2009 (in thousands):
 
 Quoted
      prices in active markets
                                        
                                        Significant
      observable inputs
                                        
                                        Signficant
      unobservable inputs(Level
      1)
                                        
                                        (Level
      2)
                                        
                                        (Level
      3)
                                        
                                        TotalAssets:Deferred
      compensation related investments
                                        
                                        $
                                        2,051
                                        
                                        $
                                        
                                        $
                                        
                                        
                                        $
                                        2,051Liabilities:Interest
      rate swaps
                                        
                                        
                                        
                                        
                                        
                                        5,979
                                        
                                        
                                        
                                        
                                        5,979Deferred
      compensation related liabilities
                                        
                                        
                                        2,051
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2,051
 
 The fair value of our deferred compensation plan is
determined based on the fair value of the investments selected by
employees.
 
 Note 8 — Retirement
Plans
 
 The
following table shows the components of the net periodic pension benefit cost
and the contributions to the 401(k) Plan and to the retirement plans (in
thousands):
 
 
 Three
      Months Ended March 31,2009
                      
                      
                      2008Net
      periodic pension benefit cost:Service
      cost
                      
                      $
                      400
                      
                      
                      $
                      538Interest
      cost
                      
                      
                      1,615
                      
                      
                      
                      1,592Expected
      return on plan assets
                      
                      
                      (1,687
                      )
                      
                      
                      (1,705
                      )Amortization
      of prior service cost
                      
                      
                      31
                      
                      
                      
                      31Amortization
      of net loss
                      
                      
                      196
                      
                      
                      
                      48Curtailment
                      
                      
                      438
                      
                      
                      
                      -Net
      periodic benefit cost
                      
                      $
                      993
                      
                      
                      $
                      504Contributions401(k)
      Plan
                      
                      $
                      272
                      
                      
                      $
                      313Retirement
      plans
                      
                      
                      -
                      
                      
                      
                      753Total
      contributions
                      
                      $
                      272
                      
                      
                      $
                      1,066
 
 We
do not expect to make any contributions to our defined benefit retirement plans
during the remainder of 2009. See Note 11 — “Retirement Plans” included in Item
15 of our Annual Report on Form 10-K for the year ended December 31, 2008 for a
full description of our retirement plans.
 
 46
 Table of Contents
  We
recorded a curtailment during the three months ended March 31, 2009 as a result
of freezing benefit accruals to the plan during 2009. The $0.4 million charge
relates to the recognition of the prior service cost associated with the plan.
Furthermore, during the three months ended March 31, 2009, we suspended
contributions to our 401(k) plan.
 
 As
of March 31, 2009, our pension plan was underfunded by greater than 20%
primarily due to the unprecedented decline in the equity markets over the last
year. At this funding level, withdrawal restrictions are required by the IRS for
those cash balance participants who request lump sum distributions. Former
employees who request a lump sum distribution including rollovers will receive
50% of their account balance until the funded status of our plan increases to
above 80%.
 
 Note
9 — Restructuring
 
 During
the fourth quarter of 2008, we effected a restructuring that included a
workforce reduction and the cancellation of certain syndicated television
program contracts. The total charge for the plan was $12.9 million,
including $4.3 million for a workforce reduction of 144 employees and $8.6
million for the cancellation of the contracts. We made cash payments of
$7.8 million for the three months ended March 31, 2009 related to these
restructuring activities. As of March 31, 2009, we had $1.6 million in
accrued expenses and accounts payable in the consolidated balance sheet for this
restructuring and expect to make cash payments of $1.2 million during the
remainder of 2009 and the remaining $0.4 million during 2010 and
thereafter.
  Balance
      as of December 31, 2008
                                
                                
                                Three
      Months Ended March 31, 2009
                                
                                
                                Balance
      as of March 31, 2009Benefit
                                
                                
                                PaymentsSeverance
      and related
                                
                                $
                                3,493
                                
                                
                                $
                                -
                                
                                
                                $
                                2,789
                                
                                
                                $
                                704Contractual
      and other
                                
                                
                                5,868
                                
                                
                                
                                -
                                
                                
                                
                                4,977
                                
                                
                                
                                891Total
                                
                                $
                                9,361
                                
                                
                                $
                                -
                                
                                
                                $
                                7,766
                                
                                
                                $
                                1,595
  Note 10 — Income
Taxes
 
 We
recorded a provision for income taxes of $18.5 million and $0.6 million for the
three months ended March 31, 2009 and 2008. Our annual effective income tax rate
was 42.5% and 40.1% for the three months ended March 31, 2009 and 2008,
respectively.
  47
 Table of Contents
  Note 11 — Commitments and
Contingencies
 
 GECC
Note
 
 GECC
provided debt financing for the joint venture between NBC Universal and us, in
the form of an $815.5 million non-amortizing senior secured note due 2023
bearing interest at an initial rate of 8% per annum until March 2, 2013 and 9%
per annum thereafter. We have a 20% equity interest in the joint venture
and NBC Universal has the remaining 80% equity interest, in which we and NBC
Universal each have a 50% voting interest.  NBC Universal operates the
two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an
NBC affiliate in San Diego, pursuant to a management agreement.  NBC
Universal and GECC are both majority-owned subsidiaries of General Electric
Co. LIN TV has guaranteed the payment of principal and interest on the GECC
Note.
 
 The
GECC Note is an obligation of the joint venture and is not an obligation of LIN
TV or LIN Television or any of its subsidiaries. GECC’s only recourse, upon an
event of default under the GECC Note, is to the joint venture, our equity
interest in the joint venture and, after exhausting all remedies against the
assets of the joint venture and the other equity interests in the joint venture,
to LIN TV pursuant to its guarantee of the GECC Note. An event of default
under the GECC Note will occur if the joint venture fails to make any scheduled
interest payment within 90 days of the date due and payable, or to pay the
principal amount on the maturity date.  If the joint venture fails to
pay interest on the GECC Note, and neither NBC Universal nor we make a shortfall
loan to cover the interest payment within 90 days of the date due and payable,
an event of default would occur and GECC could accelerate the maturity of the
entire amount due under the GECC Note.
 
 We
currently estimate that the cash available to the joint venture will be in the
range of $5 million to $10 million less than the amount needed to pay interest
on the GECC Note during the fourth quarter of 2009. The actual cash
shortfall could be greater than our current estimate. NBC Universal and we have
agreed that if the joint venture does not have sufficient cash to cover 2009
interest payments on the GECC Note, we and NBC Universal will provide the joint
venture with a shortfall loan on the basis of our percentage of economic
interest in the joint venture. If we are required to fund a portion of a
shortfall loan, we plan to use our available cash balances or available
borrowings under our credit facility. In addition, if the joint venture
experiences further cash shortfalls beyond 2009, we may decide to fund such cash
shortfalls, or to cover such shortfalls through further loans or equity
contributions to the joint venture. Other than the acceleration of the
principal amount upon an event of default, prepayment of the principal of the
note is prohibited unless agreed upon by both NBC Universal and us.
 
 48
 Table of Contents
  Under
the terms of its guarantee of the GECC Note, LIN TV would be required to make a
payment for an amount to be determined (the “Guarantee Amount”) upon occurrence
of the following events: a) there is an event of default; b) neither NBC
Universal nor we remedy the default; and c) after GECC exhausts all remedies
against the assets of the joint venture, the total amount realized upon exercise
of those remedies is less than the $815.5 million principal amount of the GECC
Note. Upon the occurrence of such events, the amount owed by LIN TV to GECC
pursuant to the guarantee would be calculated as the difference between i) the
total amount at which the joint venture’s assets were sold and ii) the principal
amount and any unpaid interest due under the GECC Note.  As of
December 31, 2008, we estimated that the fair value of the television stations
in the joint venture to be approximately $300 million less than the outstanding
balance of the GECC Note of $815.5 million. We recorded an impairment to our
goodwill associated with these television stations during the fourth quarter of
2008.
 
 We
believe the probability is remote that there would be an event of default and
therefore an acceleration of the principal amount of the GECC Note during 2009,
although there can be no assurances that such an event of default will not
occur.  There are no financial or similar covenants in the GECC Note
and, since both NBC Universal and we have agreed to fund interest payments if
the joint venture is unable to do so in 2009, NBC Universal and we are able to
control the occurrence of a default under the GECC Note.
 
 However,
if an event of default under the GECC Note occurs, LIN TV, which conducts all of
its operations through its subsidiaries, could experience material adverse
consequences, including:
 
 ·
                GECC,
      after exhausting all remedies against the joint venture, could enforce its
      rights under the guarantee, which could cause LIN TV to determine that LIN
      Television should seek to sell material assets owned by it in order to
      satisfy LIN TV’s obligations under the
  guarantee;
 
 ·
                GECC’s
      initiation of proceedings against LIN TV under the guarantee, if they
      result in material adverse consequences to LIN Television, would cause an
      acceleration of LIN Television’s credit facility and other outstanding
      indebtedness; and
 
 ·
                if
      the GECC Note is prepaid because of an acceleration on default or
      otherwise, we would incur a substantial tax liability of approximately
      $271.3 million related to our deferred gain associated with the formation
      of the joint venture.
 
 Note 12 — Subsequent
Events
 
 On
April 9, 2009, we received written notice from the New York Stock Exchange
(“NYSE”) that it had accepted LIN TV's plan to regain compliance with the
NYSE’s market capitalization listing criteria. Following the NYSE notice, LIN TV
will continue to be listed on the NYSE and will undergo quarterly performance
reviews of the goals and initiatives outlined in our plan during the 18 month
period from the January 8, 2009 notice from the NYSE of non-compliance with the
listing standards of that exchange. Among other things, those standards require
that LIN TV’s class A common stock maintain an average market capitalization
over a consecutive 30 trading-day period of at least $75 million at the
completion of the 18 month plan period, or over two consecutive quarterly
monitoring periods prior to that date, in order to effect a cure.
 
 In
June 2008, Banks Broadcasting, Inc., in which we own preferred stock that
represents a 50% non-voting interest, signed a purchase agreement to sell
KNIN-TV, a CW affiliate in Boise, for $8.0 million to Journal Broadcasting, as
described in Note 2 – “Discontinued Operations”. The FCC approved the transfer
of the FCC license for the station to Journal Broadcasting in January 2009.
Although the sale was scheduled to close on March 11, 2009, Journal Broadcasting
declined to close and asserted that a condition to its obligation to close had
not been satisfied. Banks Broadcasting  subsequently agreed to resolve
the dispute by agreeing to a purchase price of $6.6 million, and the transaction
closed on April 23, 2009. During the three months ended March 31, 2009, we
recorded a charge of $0.6 million, net of non-controlling interest and taxes,
through Discontinued Operations as a result of the revised purchase
price.
 
 On
May 4, 2009, LIN TV initiated a tender offer that permits employees
and non employee directors to exchange some or all of their outstanding options
to purchase shares of LIN TV's class A common stock, for new options
to purchase shares of LIN TV's class A common stock, on a one for one
basis. Under the terms of the offer, the existing stock options, once tendered,
will be cancelled, and will be replaced by new stock options with an exercise
price equal to the closing price of LIN TV's class A common stock on
the NYSE, on the expiration date of the exchange offer, and will vest ratably
over three years. As a result of the exchange offer, LIN TV expects to
record an incremental charge beginning in the second quarter of 2009 for an
option modification accounted for in accordance with FAS 123(R) “Share Based
Payments”.