##### 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 June 30, 2008
 Commission file number: 001-31311
    
    Commission file number: 000-25206LIN TV Corp.
    
    LIN Television Corporation(Exact name of registrant as 
specified in its charter)
    
    (Exact name of registrant as
specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    Delaware
(State or other jurisdiction of
incorporation or organization)05-0501252
(I.R.S. Employer 
Identification No.)
    
    13-3581627
(I.R.S. Employer
Identification No.)
 Four Richmond Square, Suite 200, Providence, Rhode Island 02906
 þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



Part I. Financial InformationItem 1.
    
    Financial StatementsUnaudited Condensed Financial Statements of LIN TV Corp.Condensed Consolidated Balance Sheets
    
    1Condensed Consolidated Statements of Operations
    
    2Condensed Consolidated Statements of Cash Flows
    
    3Notes to Unaudited Condensed Consolidated
Financial Statements
    
    4(See separate index for financial statements of LIN Television Corporation)Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    26Item 4.
    
    Controls and Procedures
    
    26Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    27Item 1A.
    
    Risk Factors
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    27Item 3.
    
    Defaults Upon Senior Securities
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    28Item 5.
    
    Other Information
    
    28Item 6.
    
    Exhibits
    
    29Signature Page
    
    30




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##### Table of Contents



Part I. Financial Information
 
 Item 1.
Unaudited Financial Statements
 
 LIN TV Corp.
Condensed Consolidated Balance Sheets
(unaudited)
 June 30,
    
    
    December 31,2008
    
    
    2007(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,758
    
    
    $
    40,031Accounts
receivable, less allowance for doubtful accounts (2008  $1,496; 2007  $1,640)
    
    
    79,144
    
    
    
    87,301Program rights
    
    
    3,997
    
    
    
    4,360Assets held for sale
    
    
    530
    
    
    
    289Other current assets
    
    
    7,970
    
    
    
    4,857Total current assets
    
    
    100,399
    
    
    
    136,838Property and equipment, net
    
    
    186,761
    
    
    
    191,250Deferred financing costs
    
    
    9,537
    
    
    
    14,406Equity investments
    
    
    54,660
    
    
    
    55,480Program rights
    
    
    4,991
    
    
    
    6,776Goodwill
    
    
    424,122
    
    
    
    535,418Broadcast licenses and other intangible assets, net
    
    
    835,430
    
    
    
    1,021,290Assets held for sale
    
    
    8,538
    
    
    
    9,180Other assets
    
    
    8,796
    
    
    
    11,330Total assets
    
    $
    1,633,234
    
    
    $
    1,981,968LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    21,900
    
    
    $
    24,300Accounts payable
    
    
    5,026
    
    
    
    11,415Accrued compensation
    
    
    5,921
    
    
    
    6,754Accrued interest expense
    
    
    4,725
    
    
    
    5,018Accrued contract costs
    
    
    6,993
    
    
    
    6,934Other accrued expenses
    
    
    16,375
    
    
    
    13,573Program obligations
    
    
    11,089
    
    
    
    11,944Liabilities held for sale
    
    
    565
    
    
    
    549Total current liabilities
    
    
    72,594
    
    
    
    80,487Long-term debt, excluding current portion
    
    
    760,860
    
    
    
    808,476Deferred income taxes, net
    
    
    303,095
    
    
    
    374,548Program obligations
    
    
    8,188
    
    
    
    11,551Liabilities held for sale
    
    
    22
    
    
    
    198Other liabilities
    
    
    35,606
    
    
    
    41,564Total liabilities
    
    
    1,180,365
    
    
    
    1,316,824Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at June 30, 2008 and December 31, 2007
    
    
    7,163
    
    
    
    9,046Stockholders equity:Class A common stock, $0.01 par value, 100,000,000 shares authorized,
29,233,684 shares at June 30, 2008 and 29,130,173 shares at
December 31, 2007, respectively, issued and outstanding
    
    
    293
    
    
    
    292Class B common stock, $0.01 par value, 50,000,000 shares authorized,
23,502,059 shares at June 30, 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 June 30, 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 June 30, 2008 and December 31, 2007, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,100,320
    
    
    
    1,096,455Accumulated deficit
    
    
    (623,230
    )
    
    
    (408,726
    )Accumulated other comprehensive loss
    
    
    (13,907
    )
    
    
    (14,153
    )Total stockholders equity
    
    
    445,706
    
    
    
    656,098Total liabilities, preferred stock and stockholders equity
    
    $
    1,633,234
    
    
    $
    1,981,968
  1




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##### Table of Contents



LIN TV Corp.
Condensed Consolidated Statements of Operations
(unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(in thousands, except per share data)Net revenues
    
    $
    103,703
    
    
    $
    101,753
    
    
    $
    196,767
    
    
    $
    193,557Operating costs and expenses:Direct operating
    
    
    29,623
    
    
    
    28,391
    
    
    
    59,689
    
    
    
    57,338Selling, general and administrative
    
    
    28,261
    
    
    
    29,411
    
    
    
    56,836
    
    
    
    57,261Amortization of program rights
    
    
    5,588
    
    
    
    6,136
    
    
    
    11,764
    
    
    
    12,142Corporate
    
    
    6,209
    
    
    
    5,626
    
    
    
    11,239
    
    
    
    10,528Depreciation
    
    
    7,368
    
    
    
    8,187
    
    
    
    14,817
    
    
    
    16,212Amortization of intangible assets
    
    
    91
    
    
    
    523
    
    
    
    184
    
    
    
    1,146Impairment of intangible assets and goodwill
    
    
    296,972
    
    
    
    
    
    
    
    296,972
    
    
    
    Restructuring charge
    
    
    
    
    
    
    188
    
    
    
    
    
    
    
    91(Gain) loss from asset dispositions
    
    
    (471
    )
    
    
    711
    
    
    
    (370
    )
    
    
    702Operating (loss) income
    
    
    (269,938
    )
    
    
    22,580
    
    
    
    (254,364
    )
    
    
    38,137Other expense (income):Interest expense, net
    
    
    13,922
    
    
    
    15,674
    
    
    
    28,313
    
    
    
    33,646Share of expense (income) in equity investments
    
    
    252
    
    
    
    (1,037
    )
    
    
    (199
    )
    
    
    (752
    )Loss (gain) on derivative instruments
    
    
    
    
    
    
    496
    
    
    
    (375
    )
    
    
    466Loss on extinguishment of debt
    
    
    3,604
    
    
    
    
    
    
    
    3,704
    
    
    
    551Other, net
    
    
    (488
    )
    
    
    (52
    )
    
    
    (39
    )
    
    
    (265
    )Total other expense, net
    
    
    17,290
    
    
    
    15,081
    
    
    
    31,404
    
    
    
    33,646(Loss) income from continuing operations before (benefit from)
provision for income taxes
    
    
    (287,228
    )
    
    
    7,499
    
    
    
    (285,768
    )
    
    
    4,491(Benefit from) provision for income taxes
    
    
    (71,469
    )
    
    
    3,401
    
    
    
    (70,884
    )
    
    
    1,978(Loss) income from continuing operations
    
    
    (215,759
    )
    
    
    4,098
    
    
    
    (214,884
    )
    
    
    2,513Discontinued operations:(Loss) income from discontinued operations, net of
(benefit) provision for income taxes of $80
and $147 for the three months ended
June 30, 2008 and 2007, respectively, and
net of (benefit) provision for income taxes of $141
and $(431) for the six months ended June 30,
2008 and 2007, respectively
    
    
    (208
    )
    
    
    (165
    )
    
    
    380
    
    
    
    (934
    )(Loss) gain from the sale of discontinued operations, net of
benefit from income taxes of $0 and $2,264, for the
three and six months ended June 30, 2007
    
    
    
    
    
    
    (419
    )
    
    
    
    
    
    
    22,667Net (loss) income
    
    $
    (215,967
    )
    
    $
    3,514
    
    
    $
    (214,504
    )
    
    $
    24,246Basic (loss) income per common share:(Loss) income from continuing operations
    
    $
    (4.26
    )
    
    $
    0.08
    
    
    $
    (4.24
    )
    
    $
    0.04(Loss) income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    (0.01
    )(Loss) gain from the sale of discontinued operations, net of tax
    
    
    
    
    
    
    (0.01
    )
    
    
    
    
    
    
    0.46Net (loss) income
    
    $
    (4.26
    )
    
    $
    0.07
    
    
    $
    (4.23
    )
    
    $
    0.49Weighted  average number of common shares outstanding
used in calculating basic (loss) income per common share
    
    
    50,664
    
    
    
    49,141
    
    
    
    50,718
    
    
    
    49,078Diluted (loss) income per common share:(Loss) income from continuing operations
    
    $
    (4.26
    )
    
    $
    0.08
    
    
    $
    (4.24
    )
    
    $
    0.06(Loss) income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    (0.01
    )(Loss) gain from the sale of discontinued operations, net of tax
    
    
    
    
    
    
    (0.01
    )
    
    
    
    
    
    
    0.42Net (loss) income
    
    $
    (4.26
    )
    
    $
    0.07
    
    
    $
    (4.23
    )
    
    $
    0.47Weighted  average number of common shares outstanding
used in calculating diluted (loss) income per common share
    
    
    50,664
    
    
    
    51,174
    
    
    
    50,718
    
    
    
    54,185
  2




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##### Table of Contents



LIN TV Corp.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 Six months ended June 30,2008
    
    
    2007(in thousands)OPERATING ACTIVITIES:Net (loss) income
    
    $
    (214,504
    )
    
    $
    24,246(Income) loss from discontinued operations
    
    
    (380
    )
    
    
    934Gain from sale of discontinued operations
    
    
    
    
    
    
    (22,667
    )Adjustment to reconcile net income (loss) to net cash provided by operating activities:Depreciation
    
    
    14,817
    
    
    
    16,212Amortization of intangible assets
    
    
    184
    
    
    
    1,146Impairment of goodwill and intangible assets
    
    
    296,972
    
    
    
    Amortization of financing costs and note discounts
    
    
    3,699
    
    
    
    4,311Amortization of program rights
    
    
    11,764
    
    
    
    12,142Program payments
    
    
    (13,751
    )
    
    
    (13,793
    )Loss on extinguishment of debt
    
    
    3,704
    
    
    
    551(Gain) loss on derivative instruments
    
    
    (375
    )
    
    
    466Share of income in equity investments
    
    
    (199
    )
    
    
    (752
    )Deferred income taxes, net
    
    
    (71,491
    )
    
    
    6,624Stock-based compensation
    
    
    2,744
    
    
    
    2,851(Gain) loss from asset dispositions
    
    
    (370
    )
    
    
    702Other, net
    
    
    813
    
    
    
    2,201Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    9,854
    
    
    
    2,636Other assets
    
    
    (1,859
    )
    
    
    (2,532
    )Accounts payable
    
    
    (6,389
    )
    
    
    (2,915
    )Accrued interest expense
    
    
    (293
    )
    
    
    14Other accrued expenses
    
    
    (5,519
    )
    
    
    (19,620
    )Net cash provided by operating activities, continuing operations
    
    
    29,421
    
    
    
    12,757Net cash used in operating activities, discontinued operations
    
    
    (1,192
    )
    
    
    (13,652
    )Net cash provided by (used in) operating activities
    
    
    28,229
    
    
    
    (895
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (8,176
    )
    
    
    (5,127
    )Distributions from equity investments
    
    
    1,019
    
    
    
    2,214Payments for business combinations
    
    
    
    
    
    
    (52,250
    )Other investments
    
    
    (100
    )
    
    
    (605
    )Net cash used in investing activities, continuing operations
    
    
    (7,257
    )
    
    
    (55,768
    )Net cash (used in) provided by investing activities, discontinued operations
    
    
    (686
    )
    
    
    129,479Net cash (used in) provided by investing activities
    
    
    (7,943
    )
    
    
    73,711FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    991
    
    
    
    1,529Proceeds from borrowings on long-term debt
    
    
    100,000
    
    
    
    60,000Principal payments on long-term debt
    
    
    (152,550
    )
    
    
    (130,000
    )Net cash used in financing activities, continuing operations
    
    
    (51,559
    )
    
    
    (68,471
    )Net cash used in financing activities
    
    
    (51,559
    )
    
    
    (68,471
    )Net (decrease) increase in cash and cash equivalents
    
    
    (31,273
    )
    
    
    4,345Cash and cash equivalents at the beginning of the period
    
    
    40,031
    
    
    
    12,329Cash and cash equivalents at the end of the period
    
    $
    8,758
    
    
    $
    16,674
  3




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Summary of Significant Accounting Policies
 Description of Business
   Changes in Classifications
  Basis of Presentation
    4




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Use of Estimates
  Net Earnings per Common Share
   5




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##### Table of Contents



LIN
TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
  Three months
    
    
    Six monthsended
    
    
    endedJune 30, 2007
    
    
    June 30, 2007Numerator for income per common share calculation:Income available to common shareholders from
continuing operations, basic
    
    $
    4,098
    
    
    $
    2,513Interest expense on contingently convertible
debt, net of tax
    
    
    
    
    
    
    1,015Derivative loss, net of tax
    
    
    
    
    
    
    302Income available to common shareholders from
continuing operations, diluted
    
    
    4,098
    
    
    
    3,830(Loss) available to common shareholders from
discontinued operations, basic and diluted
    
    
    (165
    )
    
    
    (934
    )(Loss) gain available to common shareholders from
sale of discontinued operations, basic and diluted
    
    
    (419
    )
    
    
    22,667Net income available to common shareholders, diluted
    
    $
    3,514
    
    
    $
    25,563Denominator for income
per common stock calculation:Weighted-average common shares, basic
    
    
    49,141
    
    
    
    49,078Effect of dilutive securities:Stock options and restricted stock
    
    
    2,033
    
    
    
    1,754Contingent convertible debt
    
    
    
    
    
    
    3,353Weighted-average common shares, diluted
    
    
    51,174
    
    
    
    54,185
 Comprehensive (Loss) Income
  Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (215,967
    )
    
    $
    3,514
    
    
    $
    (214,504
    )
    
    $
    24,246Other comprehensive income (loss), net of tax:Amortization of prior period costs, net of
tax of $(12) and $(10) for the three months ended
June 30, 2008 and 2007, respectively, and net
of tax of $(24) and $(20) for the six months
ended June 30, 2008 and 2007
    
    
    18
    
    
    
    15
    
    
    
    36
    
    
    
    30Amortization of net actuarial losses, net of
tax of $(19) and $(124) for the three months
ended June 30, 2008 and 2007, respectively,
and net of tax of $(38) and $(248) for the six
months ended June 30, 2008 and 2007
    
    
    29
    
    
    
    190
    
    
    
    58
    
    
    
    393Change in fair value of cash flow hedges, net
of tax of $(1,107) and $(539) for the three
months ended June 30, 2008 and 2007,
respectively, and net of tax of $(101) and $(405)
for the six months ended June 30, 2008 and
2007
    
    
    1,668
    
    
    
    827
    
    
    
    152
    
    
    
    621Recognition of accumulative benefit
obligation, discontinued operations
    
    
    
    
    
    
    419
    
    
    
    
    
    
    
    419Total comprehensive (loss) income
    
    $
    (214,252
    )
    
    $
    4,965
    
    
    $
    (214,258
    )
    
    $
    25,709
 Effective Tax Rate
  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,
    
    
    
    
    
    
    
    
    
    
    June 30,Acquisition Date
    
    2007
    
    
    Payments
    
    
    Adjustments
    
    
    2008Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    40
    
    
    $
    17
    
    
    $
    
    
    
    $
    23Stations acquired from Viacom
    
    March 31, 2005
    
    
    86
    
    
    
    86
    
    
    
    
    
    
    
    Stations acquired from Emmis
    
    November 30, 2005
    
    
    4,644
    
    
    
    527
    
    
    
    
    
    
    
    4,117Station acquired from Raycom
    
    February 22, 2007
    
    
    446
    
    
    
    357
    
    
    
    (89
    ) (1)
    
    
    $
    5,216
    
    
    $
    987
    
    
    $
    (89
    )
    
    $
    4,140
 
 (1)
    
    Represents an adjustment to an operating agreement contract for a discontinued computer system. Note 3  Discontinued Operations
  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)
 Banks Broadcasting
     June 30, 2008
    
    
    December 31, 2007Program rights
    
    $
    291
    
    
    $
    271Other current assets
    
    
    239
    
    
    
    18Total current assets
    
    
    530
    
    
    
    289Property and equipment, net
    
    
    782
    
    
    
    748Program rights
    
    
    12
    
    
    
    189Intangible assets, net
    
    
    7,744
    
    
    
    8,243Total assets
    
    $
    9,068
    
    
    $
    9,469Accounts payable
    
    $
    
    
    
    $
    6Other accrued expenses
    
    
    301
    
    
    
    308Program obligations
    
    
    264
    
    
    
    235Total current liabilities
    
    
    565
    
    
    
    549Program obligations
    
    
    22
    
    
    
    198Total liabilities
    
    $
    587
    
    
    $
    747
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Puerto Rico:Net revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868Operating loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,094
    )Net loss
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (368
    )Banks Broadcasting:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    2,830Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (428
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (566
    )Total:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    12,698Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (1,522
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (934
    )
 9




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 4  Equity Investments
 Joint Venture with NBC Universal
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Cash distributions from equity investment
    
    $
    17,502
    
    
    $
    17,954
    
    
    $
    38,948
    
    
    $
    43,889Income from equity investment
    
    
    15,255
    
    
    
    21,563
    
    
    
    33,958
    
    
    
    47,847Other
expense, net (primarily interest on the GECC Note)(1)
    
    
    (16,491
    )
    
    
    (16,492
    )
    
    
    (32,982
    )
    
    
    (32,853
    )Net (loss) income
    
    
    (1,236
    )
    
    
    5,071
    
    
    
    976
    
    
    
    14,994Cash distributed to us
    
    
    
    
    
    
    408
    
    
    
    1,019
    
    
    
    1,427
 
 (1)
    
    See Note 9 " Commitments and Contingencies" for further description of the GECC Note and LIN TV's Guarantee of the GECC
Note. Note 5  Intangible Assets
  June 30, 2008
    
    
    December 31, 2007Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    Amortization
    
    
    amount
    
    
    AmortizationGoodwill
    
    $
    424,122
    
    
    $
    
    
    
    $
    535,418
    
    
    $
    Broadcast licenses
    
    
    834,231
    
    
    
    
    
    
    
    1,019,908
    
    
    
    Intangible
assets subject to amortization (1)
    
    
    7,796
    
    
    
    (6,597
    )
    
    
    7,796
    
    
    
    (6,414
    )Total intangible assets
    
    $
    1,266,149
    
    
    $
    (6,597
    )
    
    $
    1,563,122
    
    
    $
    (6,414
    )
 
 (1)
    
    Intangibles subject to amortization are amortized on a straight-line basis and include the
following categories of intangible assets: acquired advertising contracts, advertiser lists,
advertiser relationships, favorable operating leases, tower rental income leases, local marketing
agreement, purchase options and network affiliation contracts and relationships.   10




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
       July 1, toDecember 31,
    
    Year ending December 31,
    
    There-2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    after
    
    TotalEstimated amortization expense
    
    $
    171
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    59
    
    
    $
    686
    
    
    $
    1,199
 11




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 6  Debt
  June 30,
    
    
    December 31,2008
    
    
    2007Credit facility
    
    $
    227,325
    
    
    $
    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 $9,565 and
$10,519 at June 30, 2008 and
December 31, 2007, respectively)
    
    
    180,435
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $1,580 at December 31, 2007)
    
    
    
    
    
    
    123,420Total debt
    
    
    782,760
    
    
    
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    760,860
    
    
    $
    808,476
    12




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 7  Retirement Plans
  Three months ended June 30,
    
    

Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net periodic pension benefit cost:Service cost
    
    $
    538
    
    
    $
    550
    
    
    $
    1,076
    
    
    $
    1,100Interest cost
    
    
    1,592
    
    
    
    1,500
    
    
    
    3,184
    
    
    
    3,000Expected return on plan assets
    
    
    (1,705
    )
    
    
    (1,550
    )
    
    
    (3,410
    )
    
    
    3,100Amortization of prior service cost
    
    
    30
    
    
    
    25
    
    
    
    60
    
    
    
    50Amortization of net loss
    
    
    48
    
    
    
    314
    
    
    
    96
    
    
    
    641Net periodic benefit cost
    
    $
    503
    
    
    $
    839
    
    
    $
    1,006
    
    
    $
    7,891Contributions:401(k) Plan
    
    $
    360
    
    
    $
    797
    
    
    $
    673
    
    
    $
    1,525Retirements plans
    
    
    1,500
    
    
    
    750
    
    
    
    2,250
    
    
    
    1,503Total contributions
    
    $
    1,860
    
    
    $
    1,547
    
    
    $
    2,923
    
    
    $
    3,028
  Note 8  Fair Value Measurement
  June 30, 2008Significant
    
    SignficantQuoted prices in
    
    observable
    
    unobservableactive markets
    
    inputs
    
    inputs(Level 1)
    
    (Level 2)
    
    (Level 3)
    
    TotalAssets:Deferred compensation related investments
    
    $
    5,229
    
    
    
    $
    
    
    $
    
    
    
    $
    5,229Liabilities:Interest rate swaps
    
    
    
    
    
    
    3,271
    
    
    
    
    
    
    
    3,271Deferred compensation related liabilities
    
    
    5,229
    
    
    
    
    
    
    
    
    
    
    
    5,229
  13




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 9  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 an acceleration or on default or otherwise, or
if the GECC Note is repaid at maturity, we may incur a substantial
tax liability. For a complete discussion of the risks associated with
LIN TVs Guarantee of the GECC Note, see Item 1A. Risk
Factors of our Annual Report on the Form 10-K for the year
ended December 31, 2007.
  14




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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
  Executive Summary
   
    
    Net revenues increased 2% for the second quarter of 2008 compared to the same quarter
last year primarily due to increased political and digital revenues, offset by reduced
national and local advertising revenues.
    
    Our gross local advertising revenues decreased by 5% for the second quarter of 2008
compared to the same quarter last year. The decrease is also due to the television
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 62% and 65% of total advertising revenues
for the second quarter of 2008 and 2007, respectively.
    
    Our gross national advertising revenues decreased 11% for the second quarter of 2008
compared to the same quarter last year. The decrease is also due to the television
advertising marketplace decline in our markets, which has impacted most national
advertising categories, particularly automotive spending. National advertising revenues
represented 31% and 34% of total advertising revenues for the second quarter of 2008 and
2007, respectively.
 15




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 
    
    The automotive category, which represents 23% of our local and national advertising
sales for the second quarter of 2008, decreased 15% compared to the same quarter last
year.
    
    Our gross political advertising revenues were $8.1 million for the three months ended
June 30, 2008 compared to $1.0 million for the three months ended June 30, 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).
Political advertising revenues represented 7% and 1% of total advertising revenues for the
three months ended June 30, 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 second quarter of 2008, total page views for our web sites were 145.8
million in the second quarter of 2008, compared to 98.2 million in the second quarter of
2007, representing a 48% increase. Unique visitors for our web sites were 13.7 million in
the second quarter of 2008, compared to 11.1 million in the second quarter of 2007,
representing a 23% increase.
    
    As required by SFAS 142 Goodwill and Other Intangible Assets, in addition to the
required annual test, we test the impairment of our broadcast licenses and goodwill
whenever events or changes in circumstances indicate that such assets might be impaired.
The events that triggered the need for the impairment analyses at June 30, 2008 included,
without limitation: a) the decline of the price of our Class A common stock as of June 30,
2008; b) the decline in selling prices of television stations; and c)
the lower growth in advertising revenues and the decline in
station operating profit margins at some of our
television stations. This testing resulted in a $297.0 million non-cash impairment charge
for the second quarter ended June 30, 2008, which included a goodwill impairment charge of
$111.3 million and an impairment charge of $185.7 million related to our broadcast
licenses.
    
    We repaid $5.5 million of the term loans under our credit facility during the second
quarter of 2008. In addition, we purchased $125.0 million of our 2.50% Exchangeable Senior
Subordinated Debentures, all of which were tendered to us, using $115.0 million available
under our revolving credit facility and $10.0 million of our available cash balances. We
subsequently repaid $15.0 million of our outstanding revolving credit loans on June 30,
2008. As a result, our total debt outstanding at June 30, 2008 was $782.8 million, or
$50.0 million less than our total debt at December 31, 2007.
 Critical Accounting Policies and Estimates and Recently Issued Accounting Pronouncements
  16




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
  Fair Value Estimates
  June 30, 2008Significant
    
    SignficantQuoted prices in
    
    observable
    
    unobservableactive markets
    
    inputs
    
    inputs(Level 1)
    
    (Level 2)
    
    (Level 3)
    
    TotalAssets:Deferred compensation related investments
    
    $
    5,229
    
    
    
    $ 
    
    
    
    $ 
    
    
    $
    5,229Liabilities:Interest rate swaps
    
    
    
    
    
    
    3,271
    
    
    
    
    
    
    
    3,271Deferred compensation related liabilities
    

$
    5,229
    
    
    
    $ 
    
    
    
    $ 
    
    
$
    5,229
  Recent Accounting Pronouncements
   17




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LIN TV Corp.
Managements Discussion and Analysis  (Continued)
     18




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
  Results of Operations
  Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    % change
    
    
    2008
    
    
    2007
    
    
    % changeRevenues:Local advertising sales
    
    $
    66,832
    
    
    $
    70,451
    
    
    
    -5
    %
    
    $
    131,076
    
    
    $
    136,683
    
    
    
    -4
    %National advertisng sales
    
    
    33,565
    
    
    
    37,604
    
    
    
    -11
    %
    
    
    64,896
    
    
    
    70,008
    
    
    
    -7
    %Political advertising sales
    
    
    8,121
    
    
    
    970
    
    
    
    736
    %
    
    
    11,321
    
    
    
    1,571
    
    
    
    620
    %Digital revenues
    
    
    6,718
    
    
    
    3,358
    
    
    
    100
    %
    
    
    11,622
    
    
    
    5,816
    
    
    
    100
    %Network compensation
    
    
    1,021
    
    
    
    936
    
    
    
    9
    %
    
    
    1,925
    
    
    
    1,837
    
    
    
    5
    %Barter revenues
    
    
    1,358
    
    
    
    2,249
    
    
    
    -40
    %
    
    
    2,666
    
    
    
    4,132
    
    
    
    -35
    %Other revenues
    
    
    1,084
    
    
    
    1,030
    
    
    
    5
    %
    
    
    1,833
    
    
    
    1,807
    
    
    
    1
    %Agency commissions
    
    
    (14,996
    )
    
    
    (14,845
    )
    
    
    1
    %
    
    
    (28,572
    )
    
    
    (28,297
    )
    
    
    1
    %Net revenues
    
    
    103,703
    
    
    
    101,753
    
    
    
    2
    %
    
    
    196,767
    
    
    
    193,557
    
    
    
    2
    %Operating costs and expenses:Direct operating
    
    
    29,623
    
    
    
    28,391
    
    
    
    4
    %
    
    
    59,689
    
    
    
    57,338
    
    
    
    4
    %Selling, general and administrative
    
    
    28,261
    
    
    
    29,411
    
    
    
    -4
    %
    
    
    56,836
    
    
    
    57,261
    
    
    
    -1
    %Amortization of program rights
    
    
    5,588
    
    
    
    6,136
    
    
    
    -9
    %
    
    
    11,764
    
    
    
    12,142
    
    
    
    -3
    %Corporate
    
    
    6,209
    
    
    
    5,626
    
    
    
    10
    %
    
    
    11,239
    
    
    
    10,528
    
    
    
    7
    %Depreciation
    
    
    7,368
    
    
    
    8,187
    
    
    
    -10
    %
    
    
    14,817
    
    
    
    16,212
    
    
    
    -9
    %Amortization of intangible assets
    
    
    91
    
    
    
    523
    
    
    
    -83
    %
    
    
    184
    
    
    
    1,146
    
    
    
    -84
    %Impairment of goodwill and intangible assets
    
    
    296,972
    
    
    
    
    
    
    
    0
    %
    
    
    296,972
    
    
    
    Restructuring benefit
    
    
    
    
    
    
    188
    
    
    
    -100
    %
    
    
    
    
    
    
    91
    
    
    
    -100
    %Loss (gain) from asset sales
    
    
    (471
    )
    
    
    711
    
    
    
    -166
    %
    
    
    (370
    )
    
    
    702
    
    
    
    -153
    %Total operating costs and expenses
    
    
    373,641
    
    
    
    79,173
    
    
    
    372
    %
    
    
    451,131
    
    
    
    155,420
    
    
    
    190
    %Operating
(loss) income
    
    $
    (269,938
    )
    
    $
    22,580
    
    
    
    1295
    %
    
    $
    (254,364
    )
    
    $
    38,137
    
    
    
    767
    %
 Period Comparison
 Revenues
 Net
revenues
   19




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
     Operating Costs and Expenses
 Operating costs and expenses
  Impairment of broadcast licenses and goodwill
  20




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
      Other Expense (Income)
 Other expense (income)
 21




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LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Credit facility
    
    $
    2,572
    
    
    $
    3,920
    
    
    $
    5,442
    
    
    $
    9,498$375,000, 6 1/2% Senior Subordinated Notes
    
    
    6,404
    
    
    
    6,405
    
    
    
    12,741
    
    
    
    12,750$190,000, 6 1/2% Senior Subordinated Notes-Class B
    
    
    3,731
    
    
    
    3,719
    
    
    
    7,420
    
    
    
    7,403$125,000, 2.50% Exchangeable Senior
Subordinated Debentures
    
    
    925
    
    
    
    1,871
    
    
    
    2,805
    
    
    
    3,742Total interest expense
    
    $
    13,632
    
    
    $
    15,915
    
    
    $
    28,408
    
    
    $
    33,393Other
interest costs and interest (income)
    
    
    290
    
    
    
    (241
    )
    
    
    (95
    )
    
    
    253Total interest expense, net
    
    $
    13,922
    
    
    $
    15,674
    
    
    $
    28,313
    
    
    $
    33,646
 (Benefit from) Provision for Income Taxes
 Benefit from income taxes
 Results of Discontinued Operations
  Puerto Rico Operations
  Banks Broadcasting
    22




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
   Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Puerto Rico:Net revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868Operating loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,094
    )Net loss
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (368
    )Banks Broadcasting:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    2,830Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (428
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (566
    )Total:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    12,698Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (1,522
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (934
    )
 Liquidity and Capital Resources
   23




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LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Summary of Cash Flows
  Six months endedJune 30,
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Cash provided by (used in) operating activities:Continuing operations
    
    $
    29,421
    
    
    $
    12,757
    
    
    $
    16,664
    
    
    
    131
    %Discontinued operations
    
    
    (1,192
    )
    
    
    (13,652
    )
    
    
    12,460
    
    
    
    -91
    %Cash (used in) provided by investing activites
    
    
    (7,943
    )
    
    
    73,711
    
    
    
    (81,654
    )
    
    
    -111
    %Cash (used in) financing activites
    
    
    (51,559
    )
    
    
    (68,471
    )
    
    
    16,912
    
    
    
    25
    %Net (decrease) increase in cash and cash equivalents
    
    $
    (31,273
    )
    
    $
    4,345
    
    
    $
    (35,618
    )
    
    
    -820
    %
 Net cash provided by operating activities from continuing operations
 Net cash used by operating activities from discontinued operations
 Net cash (used in) provided by investing activities
 Net cash used in financing activities
 24




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis  (Continued)
 Description of Indebtedness
  June 30,
    
    
    December 31,2008
    
    
    2007Credit facility
    
    $
    227,325
    
    
    $
    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 $9,565 and
$10,519 at June 30, 2008 and
December 31, 2007, respectively)
    
    
    180,435
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $1,580 at December 31, 2007)
    
    
    
    
    
    
    123,420Total debt
    
    
    782,760
    
    
    
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    760,860
    
    
    $
    808,476
    Contractual Obligations
  Off-Balance Sheet Arrangements
  25




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk
    
 Item 4. Controls and Procedures
  26




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##### 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
  27




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
    
    The election of three members to our Board of Directors to serve as Class II directors
for a term of three years was held and the shares present were voted as follows:
 Number ofShares Voted
    
    Number ofFor
    
    Shares WithheldPeter S. Brodsky
    
    87,926,625
    
    777,111Douglas W. McCormick
    
    88,521,741
    
    182,495Michael A. Pausic
    
    88,522,048
    
    182,188
 
    
    The ratification of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2008:
 Number ofNumber of
    
    Shares Voted
    
    Number ofShares Voted For
    
    Against
    
    Shares Withheld88,699,616
    
    54,924
    
    16,377
 
 Item 5. Other Information
  28




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##### 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.
 29




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##### Table of Contents



SIGNATURES
  LIN TV CORP.
LIN TELEVISION CORPORATIONDated: August 8, 2008
    By:
    /s/ Bart W. CatalaneBart W. CatalaneSenior Vice President,
Chief Financial Officer
(Principal Financial Officer)By:
    /s/ William A. CunninghamWilliam A. CunninghamVice President, Controller
(Principal Accounting Officer) 30




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##### Table of Contents



Item 1.
    
    Unaudited Condensed Financial Statements of LIN Television CorporationCondensed Consolidated Balance Sheets
    
    
    32Condensed Consolidated Statements of Operations
    
    
    33Condensed Consolidated Statements of Cash Flows
    
    
    34Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    35
 31




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##### Table of Contents



Part I. Financial Information
 
 Item 1.
Unaudited Financial Statements
 
 LIN
Television Corporation
Condensed Consolidated Balance Sheets
(unaudited)
 June 30,
    
    
    December 31,2008
    
    
    2007(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,758
    
    
    $
    40,031Accounts
receivable, less allowance for doubtful accounts (2008  $1,496; 2007  $1,640)
    
    
    79,144
    
    
    
    87,301Program rights
    
    
    3,997
    
    
    
    4,360Assets held for sale
    
    
    530
    
    
    
    289Other current assets
    
    
    7,970
    
    
    
    4,857Total current assets
    
    
    100,399
    
    
    
    136,838Property and equipment, net
    
    
    186,761
    
    
    
    191,250Deferred financing costs
    
    
    9,537
    
    
    
    14,406Equity investments
    
    
    54,660
    
    
    
    55,480Program rights
    
    
    4,991
    
    
    
    6,776Goodwill
    
    
    424,122
    
    
    
    535,418Broadcast licenses and other intangible assets, net
    
    
    835,430
    
    
    
    1,021,290Assets held for sale
    
    
    8,538
    
    
    
    9,180Other assets
    
    
    8,796
    
    
    
    11,330Total assets
    
    $
    1,633,234
    
    
    $
    1,981,968LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    21,900
    
    
    $
    24,300Accounts payable
    
    
    5,026
    
    
    
    11,415Accrued compensation
    
    
    5,921
    
    
    
    6,754Accrued interest expense
    
    
    4,725
    
    
    
    5,018Accrued contract costs
    
    
    6,993
    
    
    
    6,934Other accrued expenses
    
    
    16,375
    
    
    
    13,573Program obligations
    
    
    11,089
    
    
    
    11,944Liabilities held for sale
    
    
    565
    
    
    
    549Total current liabilities
    
    
    72,594
    
    
    
    80,487Long-term debt, excluding current portion
    
    
    760,860
    
    
    
    808,476Deferred income taxes, net
    
    
    303,095
    
    
    
    374,548Program obligations
    
    
    8,188
    
    
    
    11,551Liabilities held for sale
    
    
    22
    
    
    
    198Other liabilities
    
    
    35,606
    
    
    
    41,564Total liabilities
    
    
    1,180,365
    
    
    
    1,316,824Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at June 30, 2008 and December 31, 2007
    
    
    7,163
    
    
    
    9,046Stockholders equity:Investment
in parents stock, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,100,848
    
    
    
    1,096,982Accumulated deficit
    
    
    (623,230
    )
    
    
    (408,726
    )Accumulated other comprehensive loss
    
    
    (13,907
    )
    
    
    (14,153
    )Total stockholders equity
    
    
    445,706
    
    
    
    656,098Total liabilities, preferred stock and stockholders equity
    
    $
    1,633,234
    
    
    $
    1,981,968
  32




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##### Table of Contents



LIN
Television Corporation
Condensed Consolidated Statements of Operations
(unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(in thousands, except per share data)Net revenues
    
    $
    103,703
    
    
    $
    101,753
    
    
    $
    196,767
    
    
    $
    193,557Operating costs and expenses:Direct operating
    
    
    29,623
    
    
    
    28,391
    
    
    
    59,689
    
    
    
    57,338Selling, general and administrative
    
    
    28,261
    
    
    
    29,411
    
    
    
    56,836
    
    
    
    57,261Amortization of program rights
    
    
    5,588
    
    
    
    6,136
    
    
    
    11,764
    
    
    
    12,142Corporate
    
    
    6,209
    
    
    
    5,626
    
    
    
    11,239
    
    
    
    10,528Depreciation
    
    
    7,368
    
    
    
    8,187
    
    
    
    14,817
    
    
    
    16,212Amortization of intangible assets
    
    
    91
    
    
    
    523
    
    
    
    184
    
    
    
    1,146Impairment of intangible assets and goodwill
    
    
    296,972
    
    
    
    
    
    
    
    296,972
    
    
    
    Restructuring charge
    
    
    
    
    
    
    188
    
    
    
    
    
    
    
    91(Gain) loss from asset dispositions
    
    
    (471
    )
    
    
    711
    
    
    
    (370
    )
    
    
    702Operating (loss) income
    
    
    (269,938
    )
    
    
    22,580
    
    
    
    (254,364
    )
    
    
    38,137Other expense (income):Interest expense, net
    
    
    13,922
    
    
    
    15,674
    
    
    
    28,313
    
    
    
    33,646Share of expense (income) in equity investments
    
    
    252
    
    
    
    (1,037
    )
    
    
    (199
    )
    
    
    (752
    )Loss (gain) on derivative instruments
    
    
    
    
    
    
    496
    
    
    
    (375
    )
    
    
    466Loss on extinguishment of debt
    
    
    3,604
    
    
    
    
    
    
    
    3,704
    
    
    
    551Other, net
    
    
    (488
    )
    
    
    (52
    )
    
    
    (39
    )
    
    
    (265
    )Total other expense, net
    
    
    17,290
    
    
    
    15,081
    
    
    
    31,404
    
    
    
    33,646(Loss) income from continuing operations before (benefit from)
provision for income taxes
    
    
    (287,228
    )
    
    
    7,499
    
    
    
    (285,768
    )
    
    
    4,491(Benefit from) provision for income taxes
    
    
    (71,469
    )
    
    
    3,401
    
    
    
    (70,884
    )
    
    
    1,978(Loss) income from continuing operations
    
    
    (215,759
    )
    
    
    4,098
    
    
    
    (214,884
    )
    
    
    2,513Discontinued operations:(Loss) income from discontinued operations, net of
(benefit) provision for income taxes of $80
and $147 for the three months ended
June 30, 2008 and 2007, respectively, and
net of (benefit) provision for income taxes of $141
and $(431) for the six months ended June 30,
2008 and 2007, respectively
    
    
    (208
    )
    
    
    (165
    )
    
    
    380
    
    
    
    (934
    )(Loss) gain from the sale of discontinued operations, net of
benefit from income taxes of $0 and $2,264, for the
three and six months ended June 30, 2007
    
    
    
    
    
    
    (419
    )
    
    
    
    
    
    
    22,667Net (loss) income
    
    $
    (215,967
    )
    
    $
    3,514
    
    
    $
    (214,504
    )
    
    $
    24,246
  33




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##### Table of Contents



LIN Television Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited)
 Six months ended June 30,2008
    
    
    2007(in thousands)OPERATING ACTIVITIES:Net (loss) income
    
    $
    (214,504
    )
    
    $
    24,246(Income) loss from discontinued operations
    
    
    (380
    )
    
    
    934Gain from sale of discontinued operations
    
    
    
    
    
    
    (22,667
    )Adjustment to reconcile net income (loss) to net cash provided by operating activities:Depreciation
    
    
    14,817
    
    
    
    16,212Amortization of intangible assets
    
    
    184
    
    
    
    1,146Impairment of goodwill and intangible assets
    
    
    296,972
    
    
    
    Amortization of financing costs and note discounts
    
    
    3,699
    
    
    
    4,311Amortization of program rights
    
    
    11,764
    
    
    
    12,142Program payments
    
    
    (13,751
    )
    
    
    (13,793
    )Loss on extinguishment of debt
    
    
    3,704
    
    
    
    551(Gain) loss on derivative instruments
    
    
    (375
    )
    
    
    466Share of income in equity investments
    
    
    (199
    )
    
    
    (752
    )Deferred income taxes, net
    
    
    (71,491
    )
    
    
    6,624Stock-based compensation
    
    
    2,744
    
    
    
    2,851(Gain) loss from asset dispositions
    
    
    (370
    )
    
    
    702Other, net
    
    
    813
    
    
    
    2,201Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    9,854
    
    
    
    2,636Other assets
    
    
    (1,859
    )
    
    
    (2,532
    )Accounts payable
    
    
    (6,389
    )
    
    
    (2,915
    )Accrued interest expense
    
    
    (293
    )
    
    
    14Other accrued expenses
    
    
    (5,519
    )
    
    
    (19,620
    )Net cash provided by operating activities, continuing operations
    
    
    29,421
    
    
    
    12,757Net cash used in operating activities, discontinued operations
    
    
    (1,192
    )
    
    
    (13,652
    )Net cash provided by (used in) operating activities
    
    
    28,229
    
    
    
    (895
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (8,176
    )
    
    
    (5,127
    )Distributions from equity investments
    
    
    1,019
    
    
    
    2,214Payments for business combinations
    
    
    
    
    
    
    (52,250
    )Other investments
    
    
    (100
    )
    
    
    (605
    )Net cash used in investing activities, continuing operations
    
    
    (7,257
    )
    
    
    (55,768
    )Net cash (used in) provided by investing activities, discontinued operations
    
    
    (686
    )
    
    
    129,479Net cash (used in) provided by investing activities
    
    
    (7,943
    )
    
    
    73,711FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    991
    
    
    
    1,529Proceeds from borrowings on long-term debt
    
    
    100,000
    
    
    
    60,000Principal payments on long-term debt
    
    
    (152,550
    )
    
    
    (130,000
    )Net cash used in financing activities, continuing operations
    
    
    (51,559
    )
    
    
    (68,471
    )Net cash used in financing activities
    
    
    (51,559
    )
    
    
    (68,471
    )Net (decrease) increase in cash and cash equivalents
    
    
    (31,273
    )
    
    
    4,345Cash and cash equivalents at the beginning of the period
    
    
    40,031
    
    
    
    12,329Cash and cash equivalents at the end of the period
    
    $
    8,758
    
    
    $
    16,674
  34




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financials
 Note 1  Basis of Presentation
 Description of Business
   Changes in Classifications
  Basis of Presentation
    35




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Use of Estimates
  36




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Comprehensive (Loss) Income
  Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (215,967
    )
    
    $
    3,514
    
    
    $
    (214,504
    )
    
    $
    24,246Other comprehensive income (loss), net of tax:Amortization of prior period costs, net of
tax of $(12) and $(10) for the three months ended
June 30, 2008 and 2007, respectively, and net
of tax of $(24) and $(20) for the six months
ended June 30, 2008 and 2007
    
    
    18
    
    
    
    15
    
    
    
    36
    
    
    
    30Amortization of net actuarial losses, net of
tax of $(19) and $(124) for the three months
ended June 30, 2008 and 2007, respectively,
and net of tax of $(38) and $(248) for the six
months ended June 30, 2008 and 2007
    
    
    29
    
    
    
    190
    
    
    
    58
    
    
    
    393Change in fair value of cash flow hedges, net
of tax of $(1,107) and $(539) for the three
months ended June 30, 2008 and 2007,
respectively, and net of tax of $(101) and $(405)
for the six months ended June 30, 2008 and
2007
    
    
    1,668
    
    
    
    827
    
    
    
    152
    
    
    
    621Recognition of accumulative benefit
obligation, discontinued operations
    
    
    
    
    
    
    419
    
    
    
    
    
    
    
    419Total comprehensive (loss) income
    
    $
    (214,252
    )
    
    $
    4,965
    
    
    $
    (214,258
    )
    
    $
    25,709
 Effective Tax Rate
  37




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Recently Issued Accounting Pronouncements
     38




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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,
    
    
    
    
    
    
    
    
    
    
    June 30,Acquisition Date
    
    2007
    
    
    Payments
    
    
    Adjustments
    
    
    2008Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    40
    
    
    $
    17
    
    
    $
    
    
    
    $
    23Stations acquired from Viacom
    
    March 31, 2005
    
    
    86
    
    
    
    86
    
    
    
    
    
    
    
    Stations acquired from Emmis
    
    November 30, 2005
    
    
    4,644
    
    
    
    527
    
    
    
    
    
    
    
    4,117Station acquired from Raycom
    
    February 22, 2007
    
    
    446
    
    
    
    357
    
    
    
    (89
    ) (1)
    
    
    $
    5,216
    
    
    $
    987
    
    
    $
    (89
    )
    
    $
    4,140
 
 (1)
    
    Represents an adjustment to an operating agreement contract for a discontinued computer system. Note 3  Discontinued Operations
  Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
  39




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Banks Broadcasting
     June 30, 2008
    
    
    December 31, 2007Program rights
    
    $
    291
    
    
    $
    271Other current assets
    
    
    239
    
    
    
    18Total current assets
    
    
    530
    
    
    
    289Property and equipment, net
    
    
    782
    
    
    
    748Program rights
    
    
    12
    
    
    
    189Intangible assets, net
    
    
    7,744
    
    
    
    8,243Total assets
    
    $
    9,068
    
    
    $
    9,469Accounts payable
    
    $
    
    
    
    $
    6Other accrued expenses
    
    
    301
    
    
    
    308Program obligations
    
    
    264
    
    
    
    235Total current liabilities
    
    
    565
    
    
    
    549Program obligations
    
    
    22
    
    
    
    198Total liabilities
    
    $
    587
    
    
    $
    747
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Puerto Rico:Net revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,868Operating loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,094
    )Net loss
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (368
    )Banks Broadcasting:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    2,830Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (428
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (566
    )Total:Net revenues
    
    $
    782
    
    
    $
    1,524
    
    
    $
    1,567
    
    
    $
    12,698Operating (loss) income
    
    
    (170
    )
    
    
    12
    
    
    
    1,110
    
    
    
    (1,522
    )Net (loss) income
    
    $
    (208
    )
    
    $
    (165
    )
    
    $
    380
    
    
    $
    (934
    )
 40




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 4  Equity Investments
 Joint Venture with NBC Universal
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Cash distributions from equity investment
    
    $
    17,502
    
    
    $
    17,954
    
    
    $
    38,948
    
    
    $
    43,889Income from equity investment
    
    
    15,255
    
    
    
    21,563
    
    
    
    33,958
    
    
    
    47,847Other expense, net (primarily interest on the GECC Note)(1)
    
    
    (16,491
    )
    
    
    (16,492
    )
    
    
    (32,982
    )
    
    
    (32,853
    )Net (loss) income
    
    
    (1,236
    )
    
    
    5,071
    
    
    
    976
    
    
    
    14,994Cash distributed to us
    
    
    
    
    
    
    408
    
    
    
    1,019
    
    
    
    1,427
 
 (1)
    
    See Note 9 - Commitments and Contingencies for
further description of the GECC Note and LIN TVs Guarantee of
the GECC Note. Note 5  Intangible Assets
  June 30, 2008
    
    
    December 31, 2007Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    Amortization
    
    
    amount
    
    
    AmortizationGoodwill
    
    $
    424,122
    
    
    $
    
    
    
    $
    535,418
    
    
    $
    Broadcast licenses
    
    
    834,231
    
    
    
    
    
    
    
    1,019,908
    
    
    
    Intangible
assets subject to amortization (1)
    
    
    7,796
    
    
    
    (6,597
    )
    
    
    7,796
    
    
    
    (6,414
    )Total intangible assets
    
    $
    1,266,149
    
    
    $
    (6,597
    )
    
    $
    1,563,122
    
    
    $
    (6,414
    )
 
 (1)
    
    Intangibles subject to amortization are amortized on a straight-line basis and include the
following categories of intangible assets: acquired advertising contracts, advertiser lists,
advertiser relationships, favorable operating leases, tower rental income leases, local marketing
agreement, purchase options and network affiliation contracts and relationships.   41




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
       July 1, toDecember 31,
    
    Year ending December 31,
    
    There-2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    after
    
    TotalEstimated amortization expense
    
    $
    171
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    59
    
    
    $
    686
    
    
    $
    1,199
 42




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 6  Debt
  June 30,
    
    
    December 31,2008
    
    
    2007Credit facility
    
    $
    227,325
    
    
    $
    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 $9,565 and
$10,519 at June 30, 2008 and
December 31, 2007, respectively)
    
    
    180,435
    
    
    
    179,481$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $1,580 at December 31, 2007)
    
    
    
    
    
    
    123,420Total debt
    
    
    782,760
    
    
    
    832,776Less current portion
    
    
    21,900
    
    
    
    24,300Total long-term debt
    
    $
    760,860
    
    
    $
    808,476
    43




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 7  Retirement Plans
  Three months ended June 30,
    
    

Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net periodic pension benefit cost:Service cost
    
    $
    538
    
    
    $
    550
    
    
    $
    1,076
    
    
    $
    1,100Interest cost
    
    
    1,592
    
    
    
    1,500
    
    
    
    3,184
    
    
    
    3,000Expected return on plan assets
    
    
    (1,705
    )
    
    
    (1,550
    )
    
    
    (3,410
    )
    
    
    3,100Amortization of prior service cost
    
    
    30
    
    
    
    25
    
    
    
    60
    
    
    
    50Amortization of net loss
    
    
    48
    
    
    
    314
    
    
    
    96
    
    
    
    641Net periodic benefit cost
    
    $
    503
    
    
    $
    839
    
    
    $
    1,006
    
    
    $
    7,891Contributions:401(k) Plan
    
    $
    360
    
    
    $
    797
    
    
    $
    673
    
    
    $
    1,525Retirements plans
    
    
    1,500
    
    
    
    750
    
    
    
    2,250
    
    
    
    1,503Total contributions
    
    $
    1,860
    
    
    $
    1,547
    
    
    $
    2,923
    
    
    $
    3,028
  Note 8  Fair Value Measurement
  June 30, 2008Significant
    
    SignficantQuoted prices in
    
    observable
    
    unobservableactive markets
    
    inputs
    
    inputs(Level 1)
    
    (Level 2)
    
    (Level 3)
    
    TotalAssets:Deferred compensation related investments
    
    $
    5,229
    
    
    
    $
    
    
    $
    
    
    
    $
    5,229Liabilities:Interest rate swaps
    
    
    
    
    
    
    3,271
    
    
    
    
    
    
    
    3,271Deferred compensation related liabilities
    
    
    5,229
    
    
    
    
    
    
    
    
    
    
    
    5,229
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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements  (Continued)
 Note 9  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 an acceleration or on default or otherwise, or
if the GECC Note is repaid at maturity, we may incur a substantial
tax liability. For a complete discussion of the risks associated with
LIN TVs Guarantee of the GECC Note, see Item 1A. Risk
Factors of our Annual Report on the Form 10-K for the year
ended December 31, 2007.
  45