##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities
Exchange Act of 1934
 For the quarterly period ended March 31, 2008
 Commission file number: 001-31311
    
    Commission file number: 000-25206LIN TV Corp.
    
    LIN Television 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
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



Part I. Financial InformationItem 1. Unaudited Condensed Financial Statements of LIN TV Corp.Condensed Consolidated Balance Sheets
    
    
    2Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements (See separate index for financial statements of LIN Television Corporation)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other InformationItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24Signature Page
    
    
    25Certification Pursuant to Section 302 of the CEO of LIN TV Corp.Certification Pursuant to Section 302 of the CFO of LIN TV Corp.Certification Pursuant to Section 302 of the CEO of LIN Television CorporationCertification Pursuant to Section 302 of the CFO of LIN Television CorporationCertification Pursuant to Section 906 of the CEO and CFO of LIN TV Corp.Certification Pursuant to Section 906 of the CEO and CFO of LIN Television Corporation
  1




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 
 LIN TV Corp.
Condensed Consolidated Balance Sheets
(unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    41,895
    
    
    $
    40,031Accounts
receivable, less allowance for doubtful accounts (2008  $1,475;
2007  $1,640)
    
    
    78,763
    
    
    
    89,081Program rights
    
    
    4,083
    
    
    
    4,360Assets held for sale
    
    
    276
    
    
    
    289Other current assets
    
    
    4,685
    
    
    
    3,077Total current assets
    
    
    129,702
    
    
    
    136,838Property and equipment, net
    
    
    186,218
    
    
    
    191,250Deferred financing costs
    
    
    13,709
    
    
    
    14,406Equity investments
    
    
    54,912
    
    
    
    55,480Program rights
    
    
    5,884
    
    
    
    6,776Goodwill
    
    
    535,418
    
    
    
    535,418Broadcast licenses and other intangible assets, net
    
    
    1,021,197
    
    
    
    1,021,290Assets held for sale
    
    
    8,659
    
    
    
    9,180Other assets
    
    
    9,021
    
    
    
    11,330Total assets
    
    $
    1,964,720
    
    
    $
    1,981,968LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    21,900
    
    
    $
    24,300Accounts payable
    
    
    3,912
    
    
    
    11,415Accrued compensation
    
    
    6,958
    
    
    
    6,754Accrued interest expense
    
    
    14,983
    
    
    
    5,018Accrued contract costs
    
    
    6,398
    
    
    
    6,934Other accrued expenses
    
    
    16,172
    
    
    
    13,573Program obligations
    
    
    11,651
    
    
    
    11,944Liabilities held for sale
    
    
    623
    
    
    
    549Total current liabilities
    
    
    82,597
    
    
    
    80,487Long-term debt, excluding current portion
    
    
    790,330
    
    
    
    808,476Deferred income taxes, net
    
    
    373,843
    
    
    
    374,548Program obligations
    
    
    9,879
    
    
    
    11,551Liabilities held for sale
    
    
    119
    
    
    
    198Other liabilities
    
    
    40,154
    
    
    
    41,564Total liabilities
    
    
    1,296,922
    
    
    
    1,316,824Commitments
and Contingenices (Note 11)Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at March 31, 2008 and December 31, 2007
    
    
    9,709
    
    
    
    9,046Stockholders equity:Class A common stock, $0.01 par value, 100,000,000 shares authorized,
29,196,810 shares at March 31, 2008 and 29,130,173 shares at
December 31, 2007, respectively, issued and outstanding
    
    
    292
    
    
    
    292Class B common stock, $0.01 par value, 50,000,000 shares authorized,
23,502,059 shares at March 31, 2008 and December 31, 2007,
issued and outstanding; convertible into an equal number
of 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, 2008 and December 31, 2007, 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 stock
at March 31, 2008 and December 31, 2007, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,098,452
    
    
    
    1,096,455Accumulated deficit
    
    
    (407,263
    )
    
    
    (408,726
    )Accumulated other comprehensive loss
    
    
    (15,622
    )
    
    
    (14,153
    )Total stockholders equity
    
    
    658,089
    
    
    
    656,098Total liabilities, preferred stock and stockholders equity
    
    $
    1,964,720
    
    
    $
    1,981,968
  2




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##### Table of Contents



LIN TV Corp.
Condensed Consolidated Statements of Operations
(unaudited)
 Three months ended March 31,2008
    
    
    2007(in thousands, except per share data)Net revenues
    
    $
    93,064
    
    
    $
    91,804Operating costs and expenses:Direct operating
    
    
    30,066
    
    
    
    28,947Selling, general and administrative
    
    
    28,575
    
    
    
    27,850Amortization of program rights
    
    
    6,176
    
    
    
    6,006Corporate
    
    
    5,030
    
    
    
    4,902Depreciation
    
    
    7,449
    
    
    
    8,025Amortization of intangible assets
    
    
    93
    
    
    
    623Restructuring benefit
    
    
    
    
    
    
    (97
    )Loss (gain) from asset dispositions
    
    
    101
    
    
    
    (9
    )Operating income
    
    
    15,574
    
    
    
    15,557Other expense (income):Interest expense, net
    
    
    14,391
    
    
    
    17,972Share of (income) expense in equity investments
    
    
    (451
    )
    
    
    285Gain on derivative instruments
    
    
    (375
    )
    
    
    (30
    )Loss on extinguishment of debt
    
    
    100
    
    
    
    551Other, net
    
    
    449
    
    
    
    (213
    )Total other expense, net
    
    
    14,114
    
    
    
    18,565Income (loss) from continuing operations before provision
for (benefit from) income taxes
    
    
    1,460
    
    
    
    (3,008
    )Provision for (benefit from) income taxes
    
    
    585
    
    
    
    (1,423
    )Income (loss) from continuing operations
    
    
    875
    
    
    
    (1,585
    )Discontinued operations:Income (loss) from discontinued operations, net of
provision (benefit) for income taxes of $61
and $(578) for the three months ended
ended March 31, 2008 and 2007, respectively
    
    
    588
    
    
    
    (769
    )Gain from the sale of discontinued operations, net of
benefit from income taxes of $2,264, for the
three months ended March 31, 2007
    
    
    
    
    
    
    23,086Net income
    
    $
    1,463
    
    
    $
    20,732Basic income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.02
    
    
    $
    (0.03
    )Income (loss) from discontinued operations, net of tax
    
    
    0.01
    
    
    
    (0.02
    )Gain from the sale of discontinued operations, net of tax
    
    
    
    
    
    
    0.47Net income
    
    $
    0.03
    
    
    $
    0.42Weighted
- average number of common shares outstanding
used in calculating basic income (loss) per common share
    
    
    50,597
    
    
    
    50,255Diluted income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.02
    
    
    $
    (0.03
    )Income (loss) from discontinued operations, net of tax
    
    
    0.01
    
    
    
    (0.02
    )Gain from the sale of discontinued operations, net of tax
    
    
    
    
    
    
    0.47Net income
    
    $
    0.03
    
    
    $
    0.42Weighted
- average number of common shares outstanding
used in calculating diluted income (loss) per common share
    
    
    51,613
    
    
    
    50,255
  3




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##### Table of Contents



LIN TV CORP.
 
 Condensed Consolidated
Statements of Stockholders Equity and Comprehensive Income
(Loss)
(in thousands, except share data)  (unaudited)
 Common StockAccumulatedClass A
    
    
    Class B
    
    
    Class C
    
    
    Treasury
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalStock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    (at cost)
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)Balance at December 31, 2007
    
    
    29,130,173
    
    
    $
    292
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
    
    
    
    $
    (18,005
    )
    
    $
    1,096,455
    
    
    $
    (408,726
    )
    
    $
    (14,153
    )
    
    $
    656,098Amortization of prior service cost, net of tax of $12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    18
    
    
    
    18Amortization of net loss, net of tax of $19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    29
    
    
    
    29Unrealized loss on cash flow hedges, net of tax of $1,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,516
    )
    
    
    (1,516
    )
    
    
    (1,516
    )Exercises of stock options and phantom stock units
and employee stock purchase plan issuances
    
    
    77,039
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456
    
    
    
    
    
    
    
    
    
    
    
    456Tax benefit from stock exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    135Stock-based compensation, continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,404
    
    
    
    
    
    
    
    
    
    
    
    1,404Restricted shares cancelled
    
    
    (10,402
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation, discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,463
    
    
    
    
    
    
    
    1,463
    
    
    
    1,463Comprehensive
income  2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (6
    )Balance at March 31, 2008
    
    
    29,196,810
    
    
    $
    292
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
    
    
    
    $
    (18,005
    )
    
    $
    1,098,452
    
    
    $
    (407,263
    )
    
    $
    (15,622
    )
    
    $
    658,089
  4




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##### Table of Contents



LIN TV Corp.
 
 Condensed Consolidated
Statements of Cash Flows
 (unaudited)
 Three months ended March 31,2008
    
    
    2007(in thousands)OPERATING ACTIVITIES:Net income
    
    $
    1,463
    
    
    $
    20,732(Income) loss from discontinued operations
    
    
    (588
    )
    
    
    769Gain from sale of discontinued operations
    
    
    
    
    
    
    (23,086
    )Adjustment to reconcile net income (loss) to net cash provided by
operating activities:Depreciation
    
    
    7,449
    
    
    
    8,025Amortization of intangible assets
    
    
    93
    
    
    
    623Amortization of financing costs and note discounts
    
    
    2,126
    
    
    
    2,170Amortization of program rights
    
    
    6,176
    
    
    
    6,006Program payments
    
    
    (7,005
    )
    
    
    (6,937
    )Loss on extinguishment of debt
    
    
    100
    
    
    
    551Gain on derivative instruments
    
    
    (375
    )
    
    
    (30
    )Share of (income) loss in equity investments
    
    
    (451
    )
    
    
    285Deferred
income taxes, net
    
    
    (744
    )
    
    
    2,470Stock-based compensation
    
    
    1,413
    
    
    
    1,406Loss
(gain) from asset dispositions
    
    
    101
    
    
    
    (9
    )Other, net
    
    
    (836
    )
    
    
    (77
    )Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    10,483
    
    
    
    9,637Other assets
    
    
    1,201
    
    
    
    (21
    )Accounts payable
    
    
    (7,503
    )
    
    
    (184
    )Accrued interest expense
    
    
    9,965
    
    
    
    10,129Other accrued expenses
    
    
    42
    
    
    
    (10,698
    )Net cash provided by operating activities, continuing operations
    
    
    23,110
    
    
    
    21,761Net cash used in operating activities, discontinued operations
    
    
    (701
    )
    
    
    (13,486
    )Net cash provided by operating activities
    
    
    22,409
    
    
    
    8,275INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,665
    )
    
    
    (1,972
    )Distributions from equity investments
    
    
    1,019
    
    
    
    1,106Payments for business combinations
    
    
    
    
    
    
    (52,250
    )Other investments
    
    
    (97
    )
    
    
    (250
    )Net cash used in investing activities, continuing operations
    
    
    (743
    )
    
    
    (53,366
    )Net cash provided by investing activities, discontinued operations
    
    
    1,817
    
    
    
    129,479Net cash provided by investing activities
    
    
    1,074
    
    
    
    76,113FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    456
    
    
    
    194Proceeds from borrowings on long-term debt
    
    
    
    
    
    
    60,000Principal payments on long-term debt
    
    
    (22,075
    )
    
    
    (130,000
    )Net cash used in financing activities, continuing operations
    
    
    (21,619
    )
    
    
    (69,806
    )Net cash used in financing activities
    
    
    (21,619
    )
    
    
    (69,806
    )Net increase in cash and cash equivalents
    
    
    1,864
    
    
    
    14,582Cash and cash equivalents at the beginning of the period
    
    
    40,031
    
    
    
    12,329Cash and cash equivalents at the end of the period
    
    $
    41,895
    
    
    $
    26,911
  5




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        6




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Recently Issued Accounting Pronouncements
     7




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 2  Acquisitions
 Acquisition Reserves
  Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    March 31,Acquisition Date
    
    
    2007
    
    
    Payments
    
    
    Adjustments
    
    
    2008Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    40
    
    
    $
    4
    
    
    $
    
    
    
    $
    36Stations acquired from Viacom
    
    March 31, 2005
    
    
    86
    
    
    
    35
    
    
    
    
    
    
    
    51Stations acquired from Emmis
    
    November 30, 2005
    
    
    4,644
    
    
    
    265
    
    
    
    
    
    
    
    4,379Station acquired from Raycom
    
    February 22, 2007
    
    
    446
    
    
    
    357
    
    
    
    (89
    )(1)
    
    
    $
    5,216
    
    
    $
    661
    
    
    $
    (89
    )
    
    $
    4,466
 
 (1)
    
    Represents an adjustment to an operating agreement contract
for a discontinued computer system. Note 3  Discontinued Operations
  Banks Broadcasting
    Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
  8




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
  March 31, 2008
    
    

December 31, 2007Program rights
    
    $
    258
    
    
    $
    271Other current assets
    
    
    18
    
    
    
    18Total current assets
    
    
    276
    
    
    
    289Property and equipment, net
    
    
    793
    
    
    
    748Program rights
    
    
    122
    
    
    
    189Intangible assets, net
    
    
    7,744
    
    
    
    8,243Total assets
    
    $
    8,935
    
    
    $
    9,469Accounts payable
    
    $
    
    
    
    $
    6Other accrued expenses
    
    
    384
    
    
    
    308Program obligations
    
    
    239
    
    
    
    235Total current liabilities
    
    
    623
    
    
    
    549Program obligations
    
    
    119
    
    
    
    198Total liabilities
    
    $
    742
    
    
    $
    747
  Three months ended March 31,2008
    
    
    2007Net Revenues
    
    
    Operating Income
    
    
    Net Income
    
    
    Net Revenues
    
    
    Operating Loss
    
    
    Net LossPuerto Rico
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868
    
    
    $
    (1,094
    )
    
    $
    (368
    )Banks Broadcasting
    
    
    785
    
    
    
    1,280
    
    
    
    588
    
    
    
    1,094
    
    
    
    (440
    )
    
    
    (401
    )Total
    
    $
    785
    
    
    $
    1,280
    
    
    $
    588
    
    
    $
    10,962
    
    
    $
    (1,534
    )
    
    $
    (769
    )
 Note 4  Equity Investments
 Joint Venture with NBC Universal
  Three months ended March 31,2008
    
    
    2007Cash distributions from equity investment
    
    $
    21,446
    
    
    $
    25,935Income from equity investment
    
    
    18,703
    
    
    
    15,683Other expense, net (primarily interest on the GECC Note)
    
    
    (16,491
    )
    
    
    (16,491
    )Net income(loss)
    
    
    2,212
    
    
    
    (808
    )Cash distributions to us
    
    
    1,019
    
    
    
    1,019
 Note 5  Intangible Assets
  March 31, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationGoodwill
    
    $
    535,418
    
    
    $
    
    
    
    $
    535,418
    
    
    $
    Broadcast licenses
    
    
    1,019,907
    
    
    
    
    
    
    
    1,019,908
    
    
    
    Intangible assets subject to amortization(1)
    
    
    7,797
    
    
    
    (6,507
    )
    
    
    7,796
    
    
    
    (6,414
    )Total intangible assets
    
    $
    1,563,122
    
    
    $
    (6,507
    )
    
    $
    1,563,122
    
    
    $
    (6,414
    )
 
 (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, local marketing agreement (LMA) purchase options and network affiliations.  April 1, toDecember 31,
    
    Year ending December 31,
    
    There-2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    after
    
    TotalEstimated amortization expense
    
    $
    171
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    59
    
    
    $
    776
    
    
    $
    1,290
 9




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 6  Debt
  March 31,
    
    
    December 31,2008
    
    
    2007Credit
facility
    
    $
    132,800
    
    
    $
    154,87561/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 61/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,044 and
$10,519 at March 31, 2008 and
December 31, 2007, respectively)
    
    
    179,956
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $526 and $1,580 at March 31,
2008 and December 31, 2007, respectively) (1)
    
    
    124,474
    
    
    
    123,420Total debt
    
    
    812,230
    
    
    
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    790,330
    
    
    $
    808,476
 
 (1)
    
    The holders of our 2.50% Exchangeable Senior Subordinated
Debentures (the debentures)
can require us to repurchase all or a portion of the debentures on
each of May 15, 2008, 2013, 2018, 2023 and 2028. See Note 12 -
Subsequent Event for further discussion.  Note 7  Derivative Financial Instruments
  Three
months ended March 31,Gain on Derivative Instruments
    
    
    Comprehensive Loss2008
    
    
    2007
    
    
    2008
    
    
    20072.50% Exchangeable Senior Subordinated Debentures
    
    $
    (375
    )
    
    $
    (30
    )
    
    $
    
    
    
    $
    2006
interest rate swap hedge, net of tax
    
    
    
    
    
    
    
    
    
    
    (1,516
    )
    
    
    (206
    )$
    (375
    )
    
    $
    (30
    )
    
    $
    (1,516
    )
    
    $
    (206
    )
  10




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
  DerivativesLiabilitiesBalance as of December 31, 2007
    
    $
    3,899Total realized and unrealized gains or losses included in:Gain on derivative instruments(1)
    
    
    (375
    )Comprehensive loss(2)
    
    
    2,522Balance as of March 31, 2008
    
    $
    6,046
 
 (1)
    
    Represents realized gain in our condensed consolidated statement of operations
relating to the embedded derivative within our debentures.(2)
    
    Represents unrealized losses recorded on our interest rate swap hedge agreement. Note 8  Retirement Plans
  Three months endedMarch 31,2008
    
    
    2007Net periodic pension benefit cost:Service cost
    
    $
    538
    
    
    $
    550Interest cost
    
    
    1,592
    
    
    
    1,500Expected return on plan assets
    
    
    (1,705
    )
    
    
    (1,550
    )Amortization of prior service cost
    
    
    31
    
    
    
    25Amortization of net loss
    
    
    48
    
    
    
    325Net periodic benefit cost
    
    $
    503
    
    
    $
    850Contributions:401(k) Plan
    
    $
    313
    
    
    $
    728Retirements plans
    
    
    753
    
    
    
    753Total contributions
    
    $
    1,066
    
    
    $
    1,481
  Note 9  Income Taxes
  Note
10  Income (Loss) Per Share
  11




---



##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
   Three months ended March 31,2008
    
    2007Outstanding
    
    Dilutive
    
    Outstanding
    
    DilutiveStock options
    
    
    3,857
    
    
    
    685
    
    
    
    3,268
    
    
    
    928Restricted stock
    
    
    597
    
    
    
    331
    
    
    
    846
    
    
    
    427
 Note 11  Commitments and Contingencies
  
    
    GECC could force us to sell the stock of LIN Television held by us to satisfy
outstanding amounts under the GECC Note;
    
    If more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC
Note, it could cause an acceleration of our credit facility and other outstanding
indebtedness; or
    
    If the GECC Note is prepaid because of acceleration on default or otherwise, or if the
note is repaid at maturity, we may incur a substantial tax liability.
  Note 12  Subsequent Event
   12




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##### 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
  Special Note about Forward-Looking Statements
  
    
    adverse changes in the national or local economies in which our stations operate;
    
    volatility and changes in our advertising revenues and in our domestic advertising market;
    
    restrictions on our operations due to, and the effect of, our significant indebtedness;
    
    effects of complying with accounting standards, including with respect to the treatment of
our intangible assets;
    
    increases in our cost of borrowings or inability or unavailability of additional debt or
equity capital;
    
    increased competition, including from newer forms of entertainment and entertainment media,
or changes in the popularity or availability of programming;
    
    increased costs, including increased news and syndicated programming costs and increased
capital expenditures as a result of acquisitions or necessary technological enhancements such as
additional expenditures related to the transition to digital broadcasting;
    
    effects of our control relationships, including the control that HMC and its affiliates have
with respect to corporate transactions and activities we may undertake;
    
    adverse state or federal legislation or regulation or adverse determinations by regulators,
including adverse changes in, or interpretations of, the exceptions to the FCC duopoly rule;
 13




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 
    
    further consolidation of national and local advertisers and the national sales representation
market;
    
    global or local events that could disrupt television broadcasting;
    
    changes in TV viewing patterns, ratings and commercial
viewing measurement including the impact from the digital
broadcasting transition;
    
    the execution and timing of retransmission consent agreements relating to our digital revenues;
    
    changes in our television network affiliation agreements; and
    
    seasonality of the broadcast business due primarily to political advertising in even years.
  Executive Summary
   
    
    Net revenues increased 1% compared to the same period in the prior year primarily due to increased political
and digital revenue, offset by reduced national and local advertising revenues.
 
    
    Our gross local advertising revenues decreased by 3% for the first quarter of 2008
compared to the same period in 2007. The decrease is due to the TV advertising
marketplace decline in our markets resulting from general economic pressure now
impacting a number of local economies, primarily in the housing, automobile and retail
segments. Local advertising revenues represented 65% and 67% of total advertising revenues
for the first quarter of 2008 and 2007, respectively.
    
    Our gross national advertising revenues decreased 3% for the first quarter compared
to the same period in 2007. The decrease is also due to the TV advertising marketplace
decline in our markets, which has impacted most national advertising categories,
particularly automotive spending. National advertising revenues represented 32% of
total advertising revenues for both the first quarter of 2008 and 2007.
    
    Our gross political advertising revenues were $3.2 million for the
three months ended March 31, 2008 compared to $0.6 million for the three months
ended March 31, 2007. Political elections generally occur in even years resulting
in significant changes in political advertising revenues between odd years (2005
and 2007) and even years (2006 and 2008).
 14




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Political advertising revenues
represented 3% and 1% of
total advertising revenues for the three months ended March 31, 2008 and 2007,
respectively.
    
    Our digital revenues, which include revenues generated by our
retransmission consent agreements and Internet web sites, increased 100% compared to the
same period in the prior year. During the first quarter of 2008, the web sites of our
television stations cumulatively achieved 18.2
million unique visitors and 163.2 million page views for the
quarter.
 
    
    Operating costs increased 2% as compared to the first quarter of 2007 primarily due to
employee and other operating cost increases.
    
    We repaid a total of $22.1 million of the term loans under our credit facility during
the three months ended March 31, 2008. Our total debt outstanding at March 31, 2008 was
$812.2 million.
 Critical Accounting Policies and Estimates and Recently Issued Accounting Pronouncements
  Fair
Value Estimates
  15




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Recent Accounting Pronouncements
     16




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
  Results of Operations
  Three months ended March 31,2008
    
    
    2007
    
    
    % changeRevenues:Local time sales
    
    $
    64,244
    
    
    $
    66,232
    
    
    
    -3
    %National time sales
    
    
    31,331
    
    
    
    32,404
    
    
    
    -3
    %Political time sales
    
    
    3,200
    
    
    
    601
    
    
    
    432
    %Digital revenues
    
    
    4,904
    
    
    
    2,458
    
    
    
    100
    %Network compensation
    
    
    904
    
    
    
    901
    
    
    
    0
    %Barter revenues
    
    
    1,308
    
    
    
    1,883
    
    
    
    -31
    %Other revenues
    
    
    749
    
    
    
    777
    
    
    
    -4
    %Agency commissions
    
    
    (13,576
    )
    
    
    (13,452
    )
    
    
    1
    %Net revenues
    
    
    93,064
    
    
    
    91,804
    
    
    
    1
    %Operating costs and expenses:Direct operating
    
    
    30,066
    
    
    
    28,947
    
    
    
    4
    %Selling, general and administrative
    
    
    28,575
    
    
    
    27,850
    
    
    
    3
    %Amortization of program rights
    
    
    6,176
    
    
    
    6,006
    
    
    
    3
    %Corporate
    
    
    5,030
    
    
    
    4,902
    
    
    
    3
    %Depreciation
    
    
    7,449
    
    
    
    8,025
    
    
    
    -7
    %Amortization of intangible assets
    
    
    93
    
    
    
    623
    
    
    
    -85
    %Restructuring benefit
    
    
    
    
    
    
    (97
    )
    
    
    -100
    %Loss (gain) from asset sales
    
    
    101
    
    
    
    (9
    )
    
    
    -1222
    %Total operating costs and expenses
    
    
    77,490
    
    
    
    76,247
    
    
    
    2
    %Operating income
    
    $
    15,574
    
    
    $
    15,557
    
    
    
    0
    %
 Period Comparison
 Revenues
 Net revenues
  17




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
    Operating Costs and Expenses
 Operating
costs and expenses
 Other Expense (Income)
 Other
expense (income)
 Three months ended March 31,2008
    
    
    2007Credit facility
    
    $
    2,870
    
    
    $
    5,578$375,000, 6 1/2% Senior Subordinated Notes
    
    
    6,337
    
    
    
    6,345$190,000, 6 1/2% Senior Subordinated Notes-Class B
    
    
    3,689
    
    
    
    3,684$125,000, 2.50% Exchangeable Senior Subordinated Debentures
    
    
    1,880
    
    
    
    1,871Total interest expense
    
    $
    14,776
    
    
    $
    17,478Interest (income) and other interest costs
    
    
    (385
    )
    
    
    494Total interest expense, net
    
    $
    14,391
    
    
    $
    17,972
 18




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Provision for Income Taxes
 Provision
for income taxes
 Results of Discontinued Operations
  Puerto
Rico Operations
  Banks Broadcasting
    Three months ended March 31,2008
    
    
    2007Net Revenues
    
    

Operating Income
    
    

Net Income
    
    

Net Revenues
    
    

Operating Loss
    
    

Net LossPuerto Rico
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868
    
    
    $
    (1,094
    )
    
    $
    (368
    )Banks Broadcasting
    
    
    785
    
    
    
    1,280
    
    
    
    588
    
    
    
    1,094
    
    
    
    (440
    )
    
    
    (401
    )Total
    
    $
    785
    
    
    $
    1,280
    
    
    $
    588
    
    
    $
    10,962
    
    
    $
    (1,534
    )
    
    $
    (769
    )
 19




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Liquidity and Capital Resources
   Repurchase
of Debentures
   Contractual Obligations
  Summary of Cash Flows
  Three months endedMarch 31,
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Cash provided by operating activities
    
    $
    22,409
    
    
    $
    8,275
    
    
    
    $14,134
    
    
    
    171
    %Cash
provided by investing activities
    
    
    1,074
    
    
    
    76,113
    
    
    
    (75,039
    )
    
    
    -99
    %Cash used in financing activities
    
    
    (21,619
    )
    
    
    (69,806
    )
    
    
    48,187
    
    
    
    69
    %Net increase (decrease) in cash and cash equivalents
    
    $
    1,864
    
    
    $
    14,582
    
    
    $
    (12,718
    )
    
    
    -87
    %
 Net cash provided by operating activities
 Net cash provided by investing activities
 20




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
  Net cash used in financing activities
 Description of Indebtedness
  March 31,
    
    
    December 31,2008
    
    
    2007Credit facility
    
    $
    132,800
    
    
    $
    154,8756 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,044 and
$10,519 at March 31, 2008 and
December 31, 2007, respectively)
    
    
    179,956
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $526 and $1,580 at March 31,
2008 and December 31, 2007, respectively)(1)
    
    
    124,474
    
    
    
    123,420Total debt
    
    $
    812,230
    
    
    $
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    790,330
    
    
    $
    808,476
 
 (1)
    
    The holders of our debentures
can require us to repurchase all or a portion of the debentures on
each of May 15, 2008, 2013, 2018, 2023 and 2028. See Repurchase
of Debentures above for further discussion.  Off-Balance Sheet Arrangements
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    
 Item 4. Controls and Procedures
  22




---



##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  23




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 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.
 
 24




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##### Table of Contents



SIGNATURES
  LIN TV CORP.
LIN TELEVISION CORPORATIONDated: May 8, 2008
    By:
    /s/ Bart W. CatalaneBart W. CatalaneSenior Vice President, Chief Financial Officer
(Principal Financial Officer)By:
    /s/ William A. CunninghamWilliam A. Cunningham

Vice President, Controller
(Principal Accounting Officer) 25




---



##### 



Item 1.
Unaudited Condensed Financial Statements of LIN Television CorporationCondensed Consolidated Balance Sheets
    
    
    27Condensed Consolidated Statements of Operations
    
    
    28Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    29Condensed Consolidated Statements of Cash Flows
    
    
    30Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    31
  26




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 
 LIN Television Corporation
Condensed Consolidated Balance Sheets
(unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    41,895
    
    
    $
    40,031Accounts
receivable, less allowance for doubtful accounts (2008  $1,475;
2007  $1,640)
    
    
    78,763
    
    
    
    89,081Program rights
    
    
    4,083
    
    
    
    4,360Assets held for sale
    
    
    276
    
    
    
    289Other current assets
    
    
    4,685
    
    
    
    3,077Total current assets
    
    
    129,702
    
    
    
    136,838Property and equipment, net
    
    
    186,218
    
    
    
    191,250Deferred financing costs
    
    
    13,709
    
    
    
    14,406Equity investments
    
    
    54,912
    
    
    
    55,480Program rights
    
    
    5,884
    
    
    
    6,776Goodwill
    
    
    535,418
    
    
    
    535,418Broadcast licenses and other intangible assets, net
    
    
    1,021,197
    
    
    
    1,021,290Assets held for sale
    
    
    8,659
    
    
    
    9,180Other assets
    
    
    9,021
    
    
    
    11,330Total assets
    
    $
    1,964,720
    
    
    $
    1,981,968LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    21,900
    
    
    $
    24,300Accounts payable
    
    
    3,912
    
    
    
    11,415Accrued compensation
    
    
    6,958
    
    
    
    6,754Accrued interest expense
    
    
    14,983
    
    
    
    5,018Accrued contract costs
    
    
    6,398
    
    
    
    6,934Other accrued expenses
    
    
    16,172
    
    
    
    13,573Program obligations
    
    
    11,651
    
    
    
    11,944Liabilities held for sale
    
    
    623
    
    
    
    549Total current liabilities
    
    
    82,597
    
    
    
    80,487Long-term debt, excluding current portion
    
    
    790,330
    
    
    
    808,476Deferred income taxes, net
    
    
    373,843
    
    
    
    374,548Program obligations
    
    
    9,879
    
    
    
    11,551Liabilities held for sale
    
    
    119
    
    
    
    198Other liabilities
    
    
    40,154
    
    
    
    41,564Total liabilities
    
    
    1,296,922
    
    
    
    1,316,824Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at March 31, 2008 and December 31, 2007
    
    
    9,709
    
    
    
    9,046Stockholders equity:Investment
in parent companys stock, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,098,979
    
    
    
    1,096,982Accumulated deficit
    
    
    (407,263
    )
    
    
    (408,726
    )Accumulated other comprehensive loss
    
    
    (15,622
    )
    
    
    (14,153
    )Total stockholders equity
    
    
    658,089
    
    
    
    656,098Total liabilities, preferred stock and stockholders equity
    
    $
    1,964,720
    
    
    $
    1,981,968
  27




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##### Table of Contents



LIN
Television Corporation
Condensed Consolidated Statements of Operations
(unaudited)
 Three months ended March 31,2008
    
    
    2007(in thousands)Net revenues
    
    $
    93,064
    
    
    $
    91,804Operating costs and expenses:Direct operating
    
    
    30,066
    
    
    
    28,947Selling, general and administrative
    
    
    28,575
    
    
    
    27,850Amortization of program rights
    
    
    6,176
    
    
    
    6,006Corporate
    
    
    5,030
    
    
    
    4,902Depreciation
    
    
    7,449
    
    
    
    8,025Amortization of intangible assets
    
    
    93
    
    
    
    623Restructuring benefit
    
    
    
    
    
    
    (97
    )Loss (gain) from asset dispositions
    
    
    101
    
    
    
    (9
    )Operating income
    
    
    15,574
    
    
    
    15,557Other expense (income):Interest expense, net
    
    
    14,391
    
    
    
    17,972Share of (income) expense in equity investments
    
    
    (451
    )
    
    
    285Gain on derivative instruments
    
    
    (375
    )
    
    
    (30
    )Loss on extinguishment of debt
    
    
    100
    
    
    
    551Other, net
    
    
    449
    
    
    
    (213
    )Total other expense, net
    
    
    14,114
    
    
    
    18,565Income (loss) from continuing operations before provision
for (benefit from) income taxes
    
    
    1,460
    
    
    
    (3,008
    )Provision for (benefit from) income taxes
    
    
    585
    
    
    
    (1,423
    )Income (loss) from continuing operations
    
    
    875
    
    
    
    (1,585
    )Discontinued operations:Income (loss) from discontinued operations, net of
provision (benefit) for income taxes of $61
and $(578) for the three months ended
ended March 31, 2008 and 2007, respectively
    
    
    588
    
    
    
    (769
    )Gain from the sale of discontinued operations, net of
benefit from income taxes of $2,264, for the
three months ended March 31, 2007
    
    
    
    
    
    
    23,086Net income
    
    $
    1,463
    
    
    $
    20,732
  28




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LIN
Television Corporation
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
(in thousands, except share data)  (unaudited)
 Investment in
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon Stock
    
    
    Parent Companys
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock,
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    at cost
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)Balance at December 31, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    (18,005
    )
    
    $
    1,096,982
    
    
    $
    (408,726
    )
    
    $
    (14,153
    )
    
    $
    656,098Amortization of prior service cost, net of tax of $12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    18
    
    
    
    18Amortization of net loss, net of tax of $19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    29
    
    
    
    29Unrealized loss on cash flow hedges, net of tax of $1,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,516
    )
    
    
    (1,516
    )
    
    
    (1,516
    )Exercises of stock options and phantom stock units and employee stock purchase plan issuances
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456
    
    
    
    
    
    
    
    
    
    
    
    456Tax benefit from stock exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    135Stock-based compensation, continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,404
    
    
    
    
    
    
    
    
    
    
    
    1,404Restricted shares cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation, discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,463
    
    
    
    
    
    
    
    1,463
    
    
    
    1,463Comprehensive income  2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (6
    )Balance at March 31, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    (18,005
    )
    
    $
    1,098,979
    
    
    $
    (407,263
    )
    
    $
    (15,622
    )
    
    $
    658,089
  29




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LIN
Television Corporation
 
 Condensed Consolidated Statements of Cash Flows
 (unaudited)
 Three months ended March 31,2008
    
    
    2007(in thousands)OPERATING ACTIVITIES:Net income
    
    $
    1,463
    
    
    $
    20,732(Income) loss from discontinued operations
    
    
    (588
    )
    
    
    769Gain from sale of discontinued operations
    
    
    
    
    
    
    (23,086
    )Adjustment to reconcile net income (loss) to net cash provided by
operating activities:Depreciation
    
    
    7,449
    
    
    
    8,025Amortization of intangible assets
    
    
    93
    
    
    
    623Amortization of financing costs and note discounts
    
    
    2,126
    
    
    
    2,170Amortization of program rights
    
    
    6,176
    
    
    
    6,006Program payments
    
    
    (7,005
    )
    
    
    (6,937
    )Loss on extinguishment of debt
    
    
    100
    
    
    
    551Gain on derivative instruments
    
    
    (375
    )
    
    
    (30
    )Share of (income) loss in equity investments
    
    
    (451
    )
    
    
    285Deferred
income taxes, net
    
    
    (744
    )
    
    
    2,470Stock-based compensation
    
    
    1,413
    
    
    
    1,406Loss
(gain) from asset dispositions
    
    
    101
    
    
    
    (9
    )Other, net
    
    
    (836
    )
    
    
    (77
    )Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    10,483
    
    
    
    9,637Other assets
    
    
    1,201
    
    
    
    (21
    )Accounts payable
    
    
    (7,503
    )
    
    
    (184
    )Accrued interest expense
    
    
    9,965
    
    
    
    10,129Other accrued expenses
    
    
    42
    
    
    
    (10,698
    )Net cash provided by operating activities, continuing operations
    
    
    23,110
    
    
    
    21,761Net cash used in operating activities, discontinued operations
    
    
    (701
    )
    
    
    (13,486
    )Net cash provided by operating activities
    
    
    22,409
    
    
    
    8,275INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,665
    )
    
    
    (1,972
    )Distributions from equity investments
    
    
    1,019
    
    
    
    1,106Payments for business combinations
    
    
    
    
    
    
    (52,250
    )Other investments
    
    
    (97
    )
    
    
    (250
    )Net cash used in investing activities, continuing operations
    
    
    (743
    )
    
    
    (53,366
    )Net cash provided by investing activities, discontinued operations
    
    
    1,817
    
    
    
    129,479Net cash provided by investing activities
    
    
    1,074
    
    
    
    76,113FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    456
    
    
    
    194Proceeds from borrowings on long-term debt
    
    
    
    
    
    
    60,000Principal payments on long-term debt
    
    
    (22,075
    )
    
    
    (130,000
    )Net cash used in financing activities, continuing operations
    
    
    (21,619
    )
    
    
    (69,806
    )Net cash used in financing activities
    
    
    (21,619
    )
    
    
    (69,806
    )Net increase in cash and cash equivalents
    
    
    1,864
    
    
    
    14,582Cash and cash equivalents at the beginning of the period
    
    
    40,031
    
    
    
    12,329Cash and cash equivalents at the end of the period
    
    $
    41,895
    
    
    $
    26,911
  30




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        31




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements 
(Continued)
 Recently Issued Accounting Pronouncements
     32




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 2  Acquisitions
 Acquisition Reserves
  Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    March 31,Acquisition Date
    
    
    2007
    
    
    Payments
    
    
    Adjustments
    
    
    2008Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    40
    
    
    $
    4
    
    
    $
    
    
    
    $
    36Stations acquired from Viacom
    
    March 31, 2005
    
    
    86
    
    
    
    35
    
    
    
    
    
    
    
    51Stations acquired from Emmis
    
    November 30, 2005
    
    
    4,644
    
    
    
    265
    
    
    
    
    
    
    
    4,379Station acquired from Raycom
    
    February 22, 2007
    
    
    446
    
    
    
    357
    
    
    
    (89
    )(1)
    
    
    $
    5,216
    
    
    $
    661
    
    
    $
    (89
    )
    
    $
    4,466
 
 (1)
    
    Represents an adjustment to an operating agreement contract
for a discontinued computer system. Note 3  Discontinued Operations
  Banks Broadcasting
    Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
  33




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
  March 31, 2008
    
    
    December 31, 2007Program rights
    
    $
    258
    
    
    $
    271Other current assets
    
    
    18
    
    
    
    18Total current assets
    
    
    276
    
    
    
    289Property and equipment, net
    
    
    793
    
    
    
    748Program rights
    
    
    122
    
    
    
    189Intangible assets, net
    
    
    7,744
    
    
    
    8,243Total assets
    
    $
    8,935
    
    
    $
    9,469Accounts payable
    
    $
    
    
    
    $
    6Other accrued expenses
    
    
    384
    
    
    
    308Program obligations
    
    
    239
    
    
    
    235Total current liabilities
    
    
    623
    
    
    
    549Program obligations
    
    
    119
    
    
    
    198Total liabilities
    
    $
    742
    
    
    $
    747
  Three months ended March 31,2008
    
    
    2007Net Revenues
    
    
    Operating Income
    
    
    Net Income
    
    
    Net Revenues
    
    
    Operating Loss
    
    
    Net LossPuerto Rico
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868
    
    
    $
    (1,094
    )
    
    $
    (368
    )Banks Broadcasting
    
    
    785
    
    
    
    1,280
    
    
    
    588
    
    
    
    1,094
    
    
    
    (440
    )
    
    
    (401
    )Total
    
    $
    785
    
    
    $
    1,280
    
    
    $
    588
    
    
    $
    10,962
    
    
    $
    (1,534
    )
    
    $
    (769
    )
 Note 4  Equity Investments
 Joint Venture with NBC Universal
  Three months ended March 31,2008
    
    
    2007Cash distributions from equity investment
    
    $
    21,446
    
    
    $
    25,935Income from equity investment
    
    
    18,703
    
    
    
    15,683Other expense, net (primarily interest on the GECC Note)
    
    
    (16,491
    )
    
    
    (16,491
    )Net income(loss)
    
    
    2,212
    
    
    
    (808
    )Cash distributions to us
    
    
    1,019
    
    
    
    1,019
 Note 5  Intangible Assets
  March 31, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationGoodwill
    
    $
    535,418
    
    
    $
    
    
    
    $
    535,418
    
    
    $
    Broadcast licenses
    
    
    1,019,907
    
    
    
    
    
    
    
    1,019,908
    
    
    
    Intangible assets subject to amortization(1)
    
    
    7,797
    
    
    
    (6,507
    )
    
    
    7,796
    
    
    
    (6,414
    )Total intangible assets
    
    $
    1,563,122
    
    
    $
    (6,507
    )
    
    $
    1,563,122
    
    
    $
    (6,414
    )
 
 (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, local marketing agreement (LMA) purchase options and network affiliations.  April 1, toDecember 31,
    
    Year ending December 31,
    
    There-2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    after
    
    TotalEstimated amortization expense
    
    $
    171
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    59
    
    
    $
    776
    
    
    $
    1,290
 34




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 6  Debt
  March 31,
    
    
    December 31,2008
    
    
    2007Credit
facility
    
    $
    132,800
    
    
    $
    154,87561/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 61/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,044 and
$10,519 at March 31, 2008 and
December 31, 2007, respectively)
    
    
    179,956
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $526 and $1,580 at March 31,
2008 and December 31, 2007, respectively) (1)
    
    
    124,474
    
    
    
    123,420Total debt
    
    
    812,230
    
    
    
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    790,330
    
    
    $
    808,476
 
 (1)
    
    The holders of our 2.50% Exchangeable Senior Subordinated
Debentures (the debentures)
can require us to repurchase all or a portion of the debentures on
each of May 15, 2008, 2013, 2018, 2023 and 2028. See Note 10 -
Subsequent Event for further discussion.  Note 7  Derivative Financial Instruments
  Three
months ended March 31,Gain on Derivative Instruments
    
    
    Comprehensive Loss2008
    
    
    2007
    
    
    2008
    
    
    20072.50% Exchangeable Senior Subordinated Debentures
    
    $
    (375
    )
    
    $
    (30
    )
    
    $
    
    
    
    $
    2006
interest rate swap hedge, net of tax
    
    
    
    
    
    
    
    
    
    
    (1,516
    )
    
    
    (206
    )$
    (375
    )
    
    $
    (30
    )
    
    $
    (1,516
    )
    
    $
    (206
    )
  35




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
  DerivativesLiabilitiesBalance as of December 31, 2007
    
    $
    3,899Total realized and unrealized gains or losses included in:Gain on derivative instruments(1)
    
    
    (375
    )Comprehensive loss(2)
    
    
    2,522Balance as of March 31, 2008
    
    $
    6,046
 
 (1)
    
    Represents realized gain in our condensed consolidated statement of operations
relating to the embedded derivative within our debentures.(2)
    
    Represents unrealized losses recorded on our interest rate swap hedge agreement. Note 8  Retirement Plans
  Three months endedMarch 31,2008
    
    
    2007Net periodic pension benefit cost:Service cost
    
    $
    538
    
    
    $
    550Interest cost
    
    
    1,592
    
    
    
    1,500Expected return on plan assets
    
    
    (1,705
    )
    
    
    (1,550
    )Amortization of prior service cost
    
    
    31
    
    
    
    25Amortization of net loss
    
    
    48
    
    
    
    325Net periodic benefit cost
    
    $
    503
    
    
    $
    850Contributions:401(k) Plan
    
    $
    313
    
    
    $
    728Retirements plans
    
    
    753
    
    
    
    753Total contributions
    
    $
    1,066
    
    
    $
    1,481
  Note 9  Income Taxes
  36




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 10  Subsequent Event
   37