SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from: Not Applicable

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

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

For the transition period from: Not Applicable

Commission file number 1-14776

Hearst-Argyle Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		74-2717523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
888 Seventh Avenue New York, NY 10106		(212) 887-6800
300 West 57th St New York, NY 10019		(212) 887-6800
(Address of principal executive offices)		(Registrant’s telephone number, including area code)
(Address of Principal Executive Offices)		(Registrant’s Telephone Number, Including Area Code)

~~SECURITIES~~Indicate by check mark ~~REGISTERED~~whether ~~PURSUANT~~the TOregistrant ~~SECTION~~(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (bor for such shorter period that the registrant was required to file such reports), OFand ~~THE~~(2) has ~~ACT:~~been subject to such filing requirements for the past 90 days. Yes x No o

Title of Each Class		Name of Each Exchange On Which Registered
Series A Common Stock, par value $.01 per share		New York Stock Exchange

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

~~SECURITIES~~Indicate by check mark ~~REGISTERED~~whether ~~PURSUANT~~the TOregistrant ~~SECTION~~is ~~12(g)~~a OFlarge ~~THE~~accelerated ~~ACT:~~filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~None~~Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company ~~reports required to be filed by Section 13 or 15~~(d)as ofdefined ~~the~~in ~~Securities~~Rule 12b-2 ~~Exchange Act~~ of ~~1934~~ ~~during~~ the ~~preceding twelve months (or for such shorter period that the~~ ~~registrant~~Exchange ~~was required to file such reports~~Act)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~ý No~~ o No x

~~Indicate~~Shares byof ~~check mark whether~~ the registrant’s common isstock aoutstanding ~~large~~as ~~accelerated filer~~of April 27, an2009: ~~accelerated filer~~94,254,329 orshares (consisting aof ~~non-accelerated~~52,955,681 ~~filer.~~shares ~~See~~of ~~definition~~Series A ofCommon ~~“accelerated filer~~Stock and ~~large~~41,298,648 shares ~~accelerated filer” in Rule 12b-2~~ of ~~the~~Series B ~~Exchange~~Common ~~Act. (Check one~~Stock):.

~~Large accelerated filer o~~Table ~~Accelerated filer ý Non-accelerated filer o~~of Contents

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

Shares of the registrant’s common stock outstanding as of April 24, 2006: 92,707,351 shares (consisting of 51,408,703 shares of Series A Common Stock and 41,298,648 shares of Series B Common Stock).

HEARST-ARGYLE TELEVISION, INC.

Index

		Page No.
Part I	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005
	Condensed Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	1
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2006 and 2005 (unaudited)
	Condensed Consolidated Statements of Operation for the Three Months Ended March 31, 2009 and 2008 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (unaudited)
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (unaudited)	3
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	21
Part II	Other Information
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Item 1.	Legal Proceedings	21
Item 6.	Exhibits
Item 1A.	Risk Factors	21
Signatures
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22
Item 6.	Exhibits	24
Signatures		25

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Balance Sheets

	March 31, 2006			December 31, 2005
	March 31, 2009			December 31, 2008
	(unaudited)
	(Unaudited)
	(In thousands, except share data)
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	~~128~~8,~~468~~349		$	~~120~~7,~~065~~044
Accounts receivable, net	~~147~~107,~~986~~183			~~157~~121,~~672~~746
Program and barter rights	2742,~~900~~082			4663,~~807~~492
Deferred income tax asset	4,~~029~~707			4,~~029~~707
Other	76,~~725~~307			95,~~153~~169
Total current assets	~~316~~168,~~108~~628			~~337~~202,~~726~~158
Property, plant and equipment, net	~~273~~289,~~388~~387			~~279~~296,~~239~~470
Intangible assets, net	21,~~394~~579,~~593~~827			21,~~396~~581,~~086~~315
Goodwill	~~731~~789,~~687~~526			~~731~~789,~~687~~526
Other assets:
Deferred financing costs, net	106,~~707~~499			116,~~276~~706
Investments	3725,~~658~~871			3126,~~321~~974
Program and barter rights, noncurrent	26,~~610~~767			18,~~312~~367
Pension and other assets	41,567			43,712
Other assets	1,968			2,198
Total other assets	9241,~~542~~105			8744,~~621~~245
Total assets	$	32,~~808~~868,~~318~~473		$	32,~~832~~913,~~359~~714
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	90,~~047~~000		$	90,~~047~~000
Accounts payable	116,~~168~~126			1512,~~256~~982
Accrued liabilities	4836,~~199~~399			5148,~~133~~072
Program and barter rights payable	2743,~~517~~642			4764,~~285~~743
Payable to Hearst Corporation, net	42,~~767~~080			69,~~981~~483
Other	83,~~046~~451			64,~~868~~510
Total current liabilities	~~189~~181,~~744~~698			~~217~~229,~~570~~790
Program and barter rights payable, noncurrent	313,~~500~~666			115,~~818~~728
Long-term debt	~~767~~714,~~158~~110			~~777~~701,~~170~~110
Note payable to Capital Trust	134,021			134,021
Deferred income tax liability	467,142			470,158
Deferred income tax liability	847,688			845,272
Other liabilities	125,727			123,305
Other liabilities	36,497			35,049
Total noncurrent liabilities	1,320,645			1,310,301
Total noncurrent liabilities	1,788,864			1,793,330
Commitments and contingencies
Stockholders’ equity:
Preferred Stock	—			—
Series A common stock	573			571
Series A common stock	557			557
Series B common stock	413			413
Additional paid-in capital	1,~~293~~349,~~906~~639			1,~~291~~347,~~388~~833
Retained earnings	~~649~~189,~~945~~379			~~643~~198,~~414~~694
Accumulated other comprehensive loss, net	(656,~~309~~714		)	(656,~~309~~714		)
Treasury stock, at cost	(~~108~~117,~~802~~160		)	(~~108~~117,~~004~~174		)
Total stockholders’ equity	1,~~829~~366,~~710~~130			1,~~821~~373,~~459~~623
Total liabilities and stockholders’ equity	$	32,~~808~~868,~~318~~473		$	32,~~832~~913,~~359~~714

See notes to condensed consolidated financial statements.

Table of Contents

HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Statements of ~~Income~~ Operations

	Three Months Ended March 31,
	2006			2005
	2009			2008
	(Unaudited)
	(In thousands, except per share data)
Total revenue	$	~~174~~133,~~017~~841		$	~~162~~165,~~279~~053
Station operating expenses:
Salaries, benefits and other operating costs	9694,~~787~~137			88104,~~624~~128
Amortization of program rights	1518,~~332~~622			1518,~~333~~712
Depreciation and amortization	1513,~~388~~810			1314,~~138~~052
Corporate, general and administrative expenses	7,273			5,916
Insurance settlement	—			(11,549		)
Operating income	39,237			39,268
Corporate, general and administrative expenses	8,879			8,716
Interest expense, net	15,160			15,701
Operating (loss) income	(1,607		)	30,994
Interest expense, net – Capital Trust	2,438			2,438
Interest expense	9,805			12,883
Income before income taxes and equity earnings	21,639			21,129
Interest income	—			(19		)
Income tax expense	8,499			8,361
Interest expense, net — Capital Trust	—			2,438
Equity in loss (income) of affiliates, net	123			(307		)
Income (loss) before income taxes and equity earnings	(11,412		)	15,692
Net income	13,017			13,075
Income tax (benefit) expense	(2,782		)	4,290
Less preferred stock dividends	—			2
Equity in loss of affiliates, net of tax	685			1,362
Income applicable to common stockholders	$	13,017		$	13,073
Net (loss) income	$	(9,315	)	$	10,040
Income per common share – basic	$	0.14		$	0.14
(Loss) income per common share — basic	$	(0.10	)	$	0.11
Number of common shares used in the calculation	9293,~~655~~739			9293,~~849~~509
Income per common share – diluted	$	0.14		$	0.14
(Loss) income per common share — diluted	$	(0.10	)	$	0.11
Number of common shares used in the calculation	93,~~191~~739			9394,~~319~~120
Dividends per common share declared	$	~~0.07~~—		$	0.07

See notes to condensed consolidated financial statements.

Table of Contents

HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Statements of Cash Flows

	Three months ended March 31,
	Three Months Ended March 31,
	2006			2005
	2009			2008
	(Unaudited)
	(In thousands)
Operating Activities
Net income	$	13,017		$	13,075
Net (loss) income	$	(9,315	)	$	10,040
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation	1312,~~895~~322			1112,~~634~~564
Amortization of intangible assets	1,~~493~~488			1,~~504~~488
Amortization of deferred financing costs	~~569~~207			~~390~~219
Amortization of program rights	1518,~~332~~622			1518,~~333~~712
Deferred income taxes	(2,~~416~~596		)	21,~~731~~291
Equity in loss (income) of affiliates, net	123			(307		)
Equity in loss of affiliates, net	685			1,362
Provision for doubtful accounts	~~136~~516			~~131~~415
Stock–based compensation expense	1,918			—
Stock-based compensation expense	1,375			2,083
(Gain) or loss on disposition of assets	(609		)	—
Insurance settlement	—			(11,549		)
Program payments	(15,807		)	(16,053		)
Business interruption insurance proceeds	—			8,659
Non-cash gain on Nextel equipment exchange	(1,329		)	—
Program payments	(18,772		)	(18,189		)
Changes in operating assets and liabilities:
Decrease (increase) in Accounts receivable	8,768			7,641
Decrease in Accounts receivable	14,047			31,695
Decrease (increase) in Other assets	3,573			1,557
(Increase) decrease in Other assets	(886		)	745
(Decrease) increase in Accounts payable and accrued liabilities	(7,022		)	(7,570		)
(Decrease) in Accounts payable and accrued liabilities	(18,771		)	(16,172		)
(Decrease) increase in Other liabilities	422			4,687
Increase (decrease) in Other liabilities	543			644
Net cash provided by operating activities	38,224			34,753
Net cash (used in) provided by operating activities	(1,864		)	44,007
Investing Activities
Purchases of property, plant and equipment	(7,764		)	(8,073		)
Purchases of property, plant and equipment, net	(3,694		)	(7,190		)
Cash proceeds from insurance recoveries	1,391			—
Property loss insurance proceeds	—			2,890
Investment in affiliates and other, net	(6,752		)	12
Net cash used in investing activities	(3,694		)	(4,300		)
Net cash used in investing activities	(13,125		)	(8,061		)
Financing Activities
Dividends paid on preferred stock	—			(2		)
Payments on credit facility	—			(27,000		)
Dividends paid on common stock	(6,486		)	(6,500		)
Borrowings on credit facility	13,000			—
Series A Common Stock repurchases	(798		)	(3,973		)
Dividends paid on common stock	(6,585		)	(6,569		)
Redemption of preferred stock	—			(11,251		)
Series A Common Stock repurchases	—			(1,091		)
Principal payments & repurchase of long term debt	(10,012		)	(16		)
Principal payments and repurchase of long term debt	—			(12		)
Proceeds from employee stock purchase plan & stock option exercises	600			1,886
Proceeds from employee stock purchase plan and stock option exercises	448			1,735
Net cash used in financing activities	(16,696		)	(19,856		)
Net cash provided by (used in) financing activities	6,863			(32,937		)
Increase in cash and cash equivalents	81,~~403~~305			6,~~836~~770
Cash and cash equivalents at beginning of period	~~120~~7,~~065~~044			925,~~208~~964
Cash and cash equivalents at end of period	$	~~128~~8,~~468~~349		$	9912,~~044~~734
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest	$	6,790		$	6,160
Interest on Note payable to Capital Trust	$	2,438		$	2,438
Taxes, net of refunds	$	12,572		$	16,662

See notes to condensed consolidated financial statements.

Table of Contents

HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Statements of Cash Flows

(continued)

	Three Months Ended March 31,
	2009		2008
	(Unaudited)
	(In thousands)
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest	$	6,932	$	8,731
Interest on Note payable to Capital Trust	$	—	$	2,438
Taxes, net of refunds	$	661	$	5,501
Non-cash investing and financing activities:
Accrued property, plant & equipment purchases	$	241	$	736

See notes to condensed consolidated financial statements.

Table of Contents

Hearst-Argyle Television, Inc.

Notes to Condensed Consolidated Financial Statements

Tabular amounts in thousands, except per share data

1. Basis of Presentation

The condensed consolidated financial statements include the accounts of Hearst-Argyle Television, Inc. and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “our”), except for the Company’s wholly-owned subsidiary trust (the “Capital Trust”), which ~~cannot~~was required to be ~~consolidated~~deconsolidated ~~under~~upon adoption of the Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46(R)”). ~~With~~Intercompany ~~the exception of the unconsolidated subsidiary trust, all significant intercompany~~ accounts have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on our Form 10-K for the year ended December 31, ~~2005~~ 2008. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are normal and recurring in nature. Operating results for the three months ended ~~March~~ March 31, ~~2006~~2009 ~~and 2005~~ are not necessarily indicative of the results that may be expected for the full year.

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on reported net income.

2. Recent Developments

~~Investment~~On inMarch 25, ~~Internet Broadcasting Systems~~2009, ~~Inc.~~Hearst ~~During the periods presented the Company had an investment in Internet~~ Broadcasting ~~Systems~~, Inc. (“~~Internet~~ Broadcasting”) ~~and~~, ~~during the three months ended March 31, 2005, the Company had~~ an ~~investment~~ inindirect ~~IBS/HATV LLC, the parent company of 26~~ wholly-owned ~~subsidiary~~ ~~limited~~subsidiary ~~liability companies. Internet Broadcasting operates a national network~~ of ~~station~~The ~~Internet~~Hearst ~~sites~~Corporation ~~and designs~~(“Hearst”), ~~develops~~announced ~~and~~its ~~operates~~intentions ~~station Internet~~to ~~sites~~launch ~~under~~a ~~operating~~tender ~~agreements.~~offer ~~IBS/HATV~~to ~~LLC~~acquire ~~owned~~ the ~~Internet~~outstanding ~~sites~~shares ~~for each~~ of the Company’s ~~television~~Series A Common ~~stations.~~Stock Onthat ~~December~~it ~~22,~~did ~~2005,~~not ~~the~~already ~~Company restructured~~own ~~its~~for ~~investment~~$4.00 inper ~~Internet~~share ~~Broadcasting and~~ (the ~~IBS/HATV LLC relationship~~“Offer”). On AsMarch 26, ~~part~~2009, ofour ~~the~~Board ~~restructuring,~~of Directors ~~IBS/HATV~~appointed ~~LLC~~a ~~and~~special ~~its~~committee ~~subsidiaries were~~of ~~dissolved~~directors ~~resulting~~unaffiliated inwith Hearst (the ~~recognition~~“Special ofCommittee”) ~~local~~to ~~website~~consider ~~operating~~the ~~results directly~~Offer onand ~~the~~make ~~books~~a ofrecommendation to the Company’s ~~television~~shareholders, ~~stations~~other ~~commencing~~than ~~in January 2006~~Hearst. The ~~Company~~Special Committee has ~~received~~engaged aoutside ~~portion~~legal ofcounsel ~~its~~and ~~share~~an independent offinancial ~~the~~advisor ~~dissolved LLC’s~~to ~~assets~~advise ~~during~~it ~~the~~with ~~three~~respect ~~months~~to ~~ended~~the ~~March~~Offer. On 31April 27, ~~2006~~2009, ~~and~~Hearst ~~expects~~announced tothat ~~receive~~it ~~the~~intended ~~remainder~~to ofincrease the ~~assets~~tender ~~within~~offer ~~the~~price ~~next~~to ~~12 months~~$4. ~~In addition,~~50 ~~the~~per share. The Company ~~purchased~~recognized ~~Internet~~nominal ~~Broadcasting common stock from an~~expenses ~~existing~~related ~~Internet~~to ~~Broadcasting~~the ~~investor~~Offer for ~~$5.5~~the ~~million~~three inmonths ~~January~~ended ~~2006~~March 31, ~~increasing~~ ~~its ownership percentage to 38%~~2009. In ~~The~~connection ~~Company~~with ~~continues~~the toMarch 25, ~~account~~2009 ~~for~~announcement, ~~our~~several ~~investment~~lawsuits inhave ~~Internet~~been ~~Broadcasting~~filed. See ~~using~~further ~~the~~detail ~~equity~~in ~~method~~Note 12.

~~Investment~~As ~~in USDTV.~~of July 1, ~~On January 27~~2008, ~~2006,~~ the Company ~~invested~~files ~~approximately~~federal $1and ~~million~~certain instate ~~USDTV, bringing~~income ~~its~~tax ~~total~~returns ~~ownership~~as ~~interest~~part toof Broadcasting’s 6consolidated returns.~~175%.~~ The Company ~~originally invested~~continues ~~approximately~~to ~~$1.5~~file ~~million~~separate inincome ~~USDTV~~tax returns in ~~September~~states ~~2005.~~where ~~USDTV~~a consolidated ~~was~~return is not permitted. ~~formed~~For tothe ~~provide~~period acommencing ~~national~~after ~~digital~~July 1, ~~subscription-based~~2008, ~~television~~the ~~programming~~provision for ~~distribution~~income ~~service~~taxes ~~using~~in ~~portions~~the ofCompany’s ~~the~~consolidated ~~digital~~financial ~~television~~statements ~~spectrum.~~has ~~Currently~~been ~~the~~determined ~~program~~on ~~service~~a separate return basis, ~~which~~as ~~consists~~if ofwe ~~local~~were ~~television~~filing ~~signals~~as ~~combined~~a ~~with~~stand alone ~~certain~~entity. ofHowever, ~~the~~if ~~most~~Broadcasting is ~~popular~~able ~~cable~~to ~~networks,~~utilize isa ~~available~~tax inasset ~~Albuquerque~~generated by the Company, ~~New~~which the Company ~~Mexico,~~would ~~Las~~not ~~Vegas,~~otherwise ~~Nevada,~~be ~~Salt~~able ~~Lake~~to ~~City,~~use ~~Utah~~on ~~and~~a ~~Dallas~~separate return basis, ~~Texas~~Broadcasting will pay the Company 50% of that benefit. WeFederal ~~account for~~income ~~this~~taxes ~~investment~~currently payable ~~using~~will ~~the~~be ~~cost~~paid ~~method~~to Broadcasting.

~~Digital~~During ~~Television~~the ~~Transition.~~first ~~The~~quarter ~~U.S.~~of ~~Congress passed~~2008, ~~and~~ the ~~President~~Company ~~signed~~reached ~~into~~a ~~law,~~final ~~legislation~~settlement ~~that~~with its insurance carriers ~~guides~~related ~~the~~to ~~transition~~lost ~~from~~property, ~~analog~~increased toexpenses ~~digital~~and ~~television~~interrupted ~~broadcasting.~~business Aat ~~component~~WDSU-TV ofin ~~this~~New ~~legislation~~Orleans, isLouisiana, aresulting ~~deadline~~from ofHurricane ~~February~~Katrina ~~17,~~in ~~2009~~2005. The ~~for~~Company ~~completion of~~received $11.5 million in the ~~transition~~first toquarter ~~digital~~of ~~broadcasting~~2008 ~~and~~to bring the total ~~return~~recoveries to $16.5 million, net of deductibles, given the ~~analog~~receipt ~~spectrum~~of an toadvance ~~the~~payment ~~government~~of $5.0 Asmillion ain ~~result,~~ the ~~Company~~fourth ~~accelerated~~quarter of 2006. The $11.5 million received in the ~~depreciation~~first quarter of ~~certain~~ ~~equipment~~2008 ~~that~~has isbeen ~~affected~~recorded byas ~~the~~an ~~digital~~offset ~~conversion~~to Station Operating Expenses.

3 In 2006 Sprint Nextel Corporation (“Nextel”) was granted the right from the FCC to claim from broadcasters in each market across the country the 1. ~~Stock~~9 GHz spectrum to use for an emergency communications system. In order to reclaim this signal, Nextel must replace all analog equipment currently using this spectrum with digital equipment. All broadcasters have agreed to use the digital substitute that Nextel will provide. The transition will be completed on a market-~~Based~~by-market ~~Compensation~~basis. During the first quarter of 2009, we recorded $1.3 million of gains which primarily represents the difference between the fair market value of the equipment we received and the book value of the analog equipment we exchanged in two of our markets. No markets were transitioned during the first quarter of 2008. The gain is reflected as an offset to Salaries, benefits and other operating costs. As the equipment is exchanged in our remaining markets, we expect to record additional gains.

On January 1, 2006, the Company adopted FASB Statement No. 123(R), Share-Based Payment (“SFAS 123(R)”) using a modified prospective transition method. Accordingly, because we have adopted a prospective method prior periods have not been restated. In the first quarter of 2006, the adoption of SFAS 123(R) resulted in incremental stock-based compensation expense of $1.9 million. The incremental stock-based compensation expense caused income before income

taxes to decrease by $1.9 million, net income to decrease by $1.1 million and basic and diluted earnings per share to decrease by $0.01 per share.

Prior to the adoption of SFAS 123(R), the Company applied Accounting Principles Board Opinion No. 25, Stock Issued to Employees (“APB 25”), to account for its stock-based awards, and the disclosure-only provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, as amended (“SFAS 123”), to present stock-based compensation disclosure. Under APB 25, because the exercise price of the Company’s employee stock options equaled the market price of the underlying stock on the date of grant, the stock options had no intrinsic value and therefore no compensation expense was recognized. The following table details the pro forma effects on net income and earnings per share for the three months ended March 31, 2005 had compensation expense been recorded based on the fair value method under SFAS 123, utilizing the Black-Scholes option valuation model:

	Three Months Ended
	March 31, 2005
Net income	$	13,075
Less:
Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax	(1,214		)
Pro forma net income	$	11,861
Less: Preferred stock dividends	(2		)
Pro forma net income applicable to common stockholders	$	11,859
Earnings per share:
Basic – as reported	$	0.14
Basic – pro forma	$	0.13
Diluted – as reported	$	0.14
Diluted – pro forma	$	0.13

On May 5, 2004, the Company’s stockholders and Board of Directors approved the 2004 Long Term Incentive Compensation Plan (“Incentive Compensation Plan”). The Incentive Compensation Plan is intended to replace the Amended and Restated 1997 Stock Option Plan (the “Stock Option Plan”) and all grants made after May 5, 2004 are made under the new Incentive Compensation Plan. Under the Incentive Compensation Plan the Company may award various forms of incentive compensation to officers, other key employees and non-employee directors of the Company and its subsidiaries. The Company reserved for issuance under the Incentive Compensation Plan 3.6 million shares of Series A Common Stock. Generally, under the Incentive Compensation Plan stock options are granted with exercise prices equal to the market price of the underlying stock on the date of grant. Each option is exercisable after the period or periods specified in the applicable option agreement, but no option can be exercised after the expiration of 10 years from the date of grant. Generally, options we have granted to employees under the Incentive Compensation Plan cliff-vest after three years commencing on the effective date of the grant.

Under the Stock Option Plan, 8.7 million shares of Series A Common Stock were reserved for issuance. Under the Stock Option Plan, stock options were granted with exercise prices equal to the market price of the underlying stock on the date of grant. Generally, options granted prior to December 2000 either (i) cliff-vest after three years commencing on the effective date of the grant or (ii) vest either after nine years or in one-third increments upon attainment of certain market price goals of the Company’s Series A Common Stock. Options granted in December 2000 vest in one-third increments per year commencing one year from the date of the grant. Generally, options granted after December 2000 cliff-vest after three years commencing on the effective date of the grant. All options granted pursuant to the Stock Option Plan will expire no later than ten years from the date of grant.

A summary of the status of the Company’s Stock Option Plan and Incentive Compensation Plan, and changes for the three months ended March 31, 2006 and for the year ended December 31, 2005 is presented below (not in thousands):

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2004	8,060,429		$	23.36
Granted	1,273,400		24.14
Exercised	(362,719	)	18.64
Forfeited	(450,263	)	26.02
Outstanding at December 31, 2005	8,520,847		$	23.53
Granted	80,000		25.08
Exercised	(4,600	)	19.76
Forfeited	(5,500	)	25.00
Outstanding at March 31, 2006	8,590,747		$	23.54
Exercisable at December 31, 2004	4,392,112		$	21.84
Exercisable at December 31, 2005	4,720,837		$	22.25
Exercisable at March 31, 2006	4,763,931		$	22.30

Table of Contents

~~The following table summarizes information about~~Hearst-Argyle ~~stock options outstanding and exercisable at March 31~~Television, ~~2006 (not in thousands):~~ Inc.

	Options Outstanding
Range of Exercise Prices	Number Outstanding at March 31, 2006	Weighted Average Remaining Contractual Life	Intrinsic Value of In the money options at March 31, 2006		Weighted Average Exercise Price
$18.56-$21.59	2,534,562	5.03 years	$	9,773,358	$	19.50
$22.08-$24.89	2,409,511	8.28 years	$	23,800	$	24.08
$25.13-$26.81	3,483,060	6.02 years	—		$	25.83
$27.75-$29.00	149,614	1.95 years	—		$	28.87
$36.44	14,000	2.36 years	—		$	36.44
	8,590,747	6.29 years	$	9,797,158	$	23.54

Notes to Condensed Consolidated Financial Statements

	Options Exercisable
Range of Exercise Prices	Number Exercisable At March 31, 2006	Weighted Average Remaining Contractual Life	Intrinsic Value of In the money options at March 31, 2006		Weighted Average Exercise Price
$18.56-$21.59	2,534,562	5.03 years	$	9,773,358	$	19.50
$22.08-$24.89	1,074,111	6.61 years	$	23,800	$	24.07
$25.13-$26.81	1,008,144	2.34 years	—		$	26.36
$27.75-$29.00	133,114	1.84 years	—		$	28.92
$36.44	14,000	2.36 years	—		$	36.44
	4,763,931	4.72 years	$	9,797,158	$	22.30

Tabular amounts in thousands, except per share data

~~Under SFAS No~~3. Accounting 123, options are valued at their date of grant and then expensed over their vesting period. The value of the Company’s options was calculated at the date of grant using the Black-Scholes option-pricing model for options granted in 2006 and 2005. The weighted average grant date fair value of options granted was $7.46 and $7.83 for the three months ended March 31, 2006 and 2005, respectively. The total intrinsic value (the difference between market price and exercise price) of options exercised during the three months ended March 31, 2006 and 2005 was $0.02 million and $0.6Pronouncements

In March 2009, the FASB released proposed Statement of Financial Accounting Standards (“SFAS”) 157-e, Determining Whether a Market Is Not Active and a Transaction Is Not Distressed (“SFAS 157-e”). This proposal provides additional guidance in determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as defined in SFAS 157, Fair Value Measurements (“SFAS 157”). SFAS 157-e is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company does not expect the adoption of SFAS 157-e to have a material impact on the Company’s financial position, cash flows or results of operations.

In January 2009, the FASB released Proposed Staff Position SFAS 107-b and Accounting Principles Board (“APB”) Opinion No. 28-a, Interim Disclosures about Fair Value of Financial Instruments (“SFAS 107-b and APB 28-a”). This proposal amends FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The proposal also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. This proposal is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company does not expect the adoption of this standard to have a material impact on the Company’s disclosures.

In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS No. 157-2, which deferred the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS 157 for nonfinancial assets and liabilities did not have a material impact on the Company’s financial position, cash flows or results of operations.

4. Stock-Based Compensation

Stock-based compensation expense for each of the three months ended March 31, 2009 and 2008 was $1.4 and $2.1 million, respectively. The total deferred tax benefit related thereto was $0.2 million for the three months ended March 31, 2009 and $0.8 million for the three months ended March 31, 2008. As of March 31, 2009, there was $7.6 million of total unrecognized compensation cost related to unvested share-based compensation awards granted under the Company’s equity compensation plans, which does not include the effect of future grants of equity compensation, if any. Of the total $7.6 million, we expect to recognize approximately 55% in the remaining interim periods of 2009, 38% in 2010 and 7% in 2011.

5. Long-Term Debt

Long-term debt as of March 31, 2009 and December 31, 2008 consisted of the following:

	March 31, 2009			December 31, 2008
	(Unaudited)
Revolving credit facility	$	342,000		$	329,000
Senior notes	282,110			282,110
Private placement debt	180,000			180,000
Total debt	804,110			791,110
Less: Current maturities	(90,000		)	(90,000		)

Total long-term debt	$	714,110		$	701,110

~~million, respectively. The~~Table ~~total fair value~~ of ~~shares vested during the three month period ended March 31, 2006 and 2005 was $0.3 million and $0.06 million, respectively.~~Contents

~~The following assumptions were used in the Black Scholes option~~Hearst-~~pricing~~Argyle ~~model to value options granted during the three months ended March 31~~Television, ~~2006 and 2005:~~Inc.

	2006		2005
Expected life	5.9 years		5.0 years
Volatility factor	27.71	%	30.14	%
Risk-free interest rate	4.43	%	3.72	%
Dividend yield	1.12	%	0.94	%

Notes to Condensed Consolidated Financial Statements

~~The~~Tabular ~~expected~~amounts ~~life~~in ~~of options granted was estimated~~thousands, ~~based~~except onper ~~the~~share historical exercise behavior of employees. The expected volatility factor was based on historical volatility for a period equal to the stock option’s expected life. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of the grant.data

~~The total compensation cost recognized in income for~~Credit the three months ended March 31, 2006 was $1.9 million. The total tax benefit related thereto was $0.7 million. As of March 31, 2006, there was $12.9 million of total unrecognized compensation cost related to unvested share-based compensation awards granted under the stock option plans. Of the total $12.9 million, we expect to recognize approximately 40% in the remainder of 2006, 40% in 2007, and 20% in 2008, assuming average forfeitures. We received $0.09 million and $1.3 million due to the exercise of stock options during the three month period ended March 31, 2006 and 2005, respectively.Facility

~~4. Long~~In November 2006, we increased our five-~~Term~~year ~~Debt~~unsecured revolving credit facility to $500 million. The credit facility, which matures on April 15, 2010, can be used for general corporate purposes including working capital, investments, acquisitions, debt repayment and dividend payments. Outstanding principal balances under the credit facility bear interest at our option at LIBOR or the alternate base rate (“ABR”), plus the applicable margin. The applicable margin for ABR loans is zero. The applicable margin for LIBOR loans varies between 0.50% and 1.00% depending on the ratio of our total debt to earnings before interest, taxes, depreciation and amortization as defined by the credit agreement (the “Leverage Ratio”). The ABR is the greater of (i) the prime rate or (ii) the Federal Funds Effective Rate in effect plus 0.5%. We are required to pay a commitment fee based on the unused portion of the credit facility. The commitment fee ranges from 0.15% to 0.25% depending on our Leverage Ratio. The credit facility is a general unsecured obligation of the Company. We have borrowed $342.0 million under the credit facility as of March 31, 2009.

~~Long-term~~Senior ~~debt as of March 31, 2006 and December 31, 2005 consisted of the following:~~Notes

	March 31, 2006			December 31, 2005
	(Unaudited)
Senior notes	$	407,110		$	417,110
Private placement debt	450,000			450,000
Capital lease obligations	95			107
	857,205			867,217
Less current portion	(90,047		)	(90,047		)
Total long-term debt	$	767,158		$	777,170

At March 31, 2009, the Senior Notes, which are unsecured obligations, consisted of $166.0 million principal amount of 7.0% senior notes due 2018 and $116.1 million principal amount of 7.5% senior notes due 2027. The Senior Notes were initially issued in November 1997 and January 1998 in aggregate principal amounts of $200.0 million and $175.0 million, respectively.

~~During the quarter ended March 31, 2006, the Company~~Private ~~purchased~~Placement ~~$10 million of senior notes due 2018.~~Debt

5At March 31 2009, the Private Placement Debt consists of $180. ~~Earnings~~0 ~~Per~~million ~~Share~~in senior, unsecured notes, which bear interest at 7.18% per year. The third of five mandatory $90.0 million annual payment installments was made on December 15, 2008. The fourth and fifth mandatory $90.0 million payments will be made on December 15, 2009 and December 15, 2010, respectively. The Private Placement Debt was initially issued in an aggregate principal amount of $450.0 million in connection with the January 1999 acquisition of KCRA-TV (Sacramento).

~~The~~Debt ~~calculation~~Covenants of basic earnings per share (“EPS”) for each period is based on the weighted average number of common shares outstanding during the period. The calculation of dilutive EPS for each period is based on the weighted average number of common shares outstanding during the period, plus the effect, if any, from the exercise of stock options and ~~conversion~~ ~~of preferred securities. The following table sets forth a reconciliation between basic EPS and diluted EPS, in accordance with SFAS No. 128, Earnings Per Share.~~Restrictions

The Company’s debt obligations contain certain financial and other covenants and restrictions on the Company. None of these covenants or restrictions includes any triggers explicitly tied to the Company’s credit ratings or stock price. Pursuant to our revolving credit facility and Private Placement Debt agreements we must maintain minimum interest coverage and a minimum consolidated net worth and cannot exceed a maximum leverage ratio. These covenants are tested on a quarterly basis. The Company is in compliance with all such covenants and restrictions as of March 31, 2009. However, technical covenant compliance in the future could be negatively impacted if volatility in the U.S. credit markets persists and/or economic and industry conditions continue to deteriorate or do not improve. A covenant default, if not cured by amendment, waiver or corrective action by the Company within the permitted time period, could result in the acceleration of outstanding amounts under our debt instruments.

6. Earnings Per Share

The calculation of basic earnings per share (“EPS”) for each period is based on the weighted average number of common shares outstanding during the period. The calculation of dilutive EPS for each period is based on the weighted average number of common shares outstanding during the period, including restricted stock issued to date, plus the effect, if any, from the assumed exercise of stock options and conversion of Redeemable Convertible Preferred Securities related to the Capital Trust. The following table sets forth a reconciliation between basic EPS and diluted EPS, in accordance with SFAS No. 128, Earnings Per Share:

	Three Months Ended March 31,
	(Unaudited)
	2006		2005
Reported net income	$	13,017	$	13,075
Less: Preferred stock dividends	—		(2		)
Income applicable to common stockholders (Basic and diluted)	$	13,017	$	13,073
Basic shares	92,655		92,849
Basic EPS	$	0.14	$	0.14
Diluted shares	93,191		93,319
Diluted EPS	$	0.14	$	0.14
Basic shares	92,655		92,849
Add: Shares issued upon assumed exercise of stock options	536		470
Add: Shares issued upon conversion of Series B Redeemable Convertible Preferred Securities	—		—
Diluted shares	93,191		93,319

Table of Contents

~~There~~Hearst-Argyle ~~were no shares of Series A or B Preferred Stock outstanding as of March 31~~Television, ~~2006 and 2005 and therefore no shares were included in the computation of diluted EPS~~Inc. ~~The dividends for the Series A and B Preferred Stock were deducted from Net income for the calculation of Basic and Diluted EPS. These shares were redeemed in full as of January 1, 2005.~~

~~The~~Notes ~~dilution test for the Redeemable Convertible Preferred Securities related~~ to ~~the~~Condensed ~~Capital Trust is performed for all periods.~~Consolidated ~~This~~Financial test considers only the total number of shares that could be issued if converted and does not consider either the conversion price or the share price of the underlying common shares. For the three months ended March 31, 2006 and 2005, 5,128,205 shares of Series A Common Stock to be issued upon the conversion of 2,600,000 shares of Series B 7.5% Redeemable Convertible Preferred Securities, related to the Capital Trust, are not included in the number of common shares used in the calculation of diluted EPS because to do so would have been anti-dilutive. When the securities related to the Capital Trust are dilutive, the interest, net of tax, related to the Capital Trust is added back to Income applicable to common stockholders for purposes of the diluted EPS calculation.Statements

~~Common~~Tabular ~~stock~~amounts ~~options~~in ~~for 5~~thousands,~~993,385 and 2,911,712~~ ~~shares~~except ofper ~~Series~~share A Common Stock (before application of the treasury stock method), outstanding as of March 31, 2006 and 2005, respectively, were not included in the computation of diluted EPS because the exercise price was greater than the average market price of the common shares during the calculation period.data

	Three months ended March 31,
	2009			2008
	(Unaudited)
Net income (Basic and Diluted)	$	(9,315	)	$	10,040

Basic shares	93,739			93,509
Basic EPS	$	(0.10	)	$	0.11

Diluted shares	93,739			94,120
Diluted EPS	$	(0.10	)	$	0.11

Basic shares	93,739			93,509
Add: Shares issued upon assumed exercise of stock options	—			611
Diluted shares	93,739			94,120

For the three month period ended March 31, 2008, the Company was required to perform a dilution test on the Convertible Preferred Securities issued by the Capital Trust (which were redeemed in full in June 2008). This test considers only the total number of shares that could be issued if converted and does not consider either the conversion price or the share price of the underlying common shares. For the three months ended March 31, 2008, 5,127,881 shares of Series A Common Stock to be issued upon the conversion of 2,600,000 shares of Series B 7.5% Redeemable Convertible Preferred Securities are not included in the number of common shares used in the calculation of diluted EPS because to do so would have been anti-dilutive. When the securities related to the Capital Trust are dilutive, the interest, net of tax, related to the Capital Trust is added back to Net income for purposes of the diluted EPS calculation.

Options to purchase 6,946,216 and 5,028,134 shares of Series A Common Stock (before application of the treasury stock method), for the three months ended March 31, 2009 and 2008, respectively, were not included in the computation of diluted EPS because the exercise price was greater than the average market price of $2.69 and $21.25, respectively. Restricted stock totaling 414,012 shares were not included in the computation of diluted EPS as of March 31, 2009 because the effect would have been anti-dilutive due to the Company’s net loss.

~~6. Goodwill and Intangible~~Table ~~Assets~~of Contents

~~Summarized~~Hearst-Argyle ~~below are the carrying value of intangible assets and goodwill as of March 31~~Television, ~~2006 and December 31, 2005:~~Inc.

	March 31, 2006						December 31, 2005
	(Unaudited)
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Value		Amortization		Value		Value		Amortization		Value
Intangible assets subject to amortization:
Advertiser client base	$	122,891	$	70,941	$	51,950	$	122,891	$	70,050	$	52,841
Network affiliations	95,493		37,078		58,415		95,493		36,489		59,004
Other	743		618		125		743		605		138
Total intangible assets subject to amortization	$	219,127	$	108,637	$	110,490	$	219,127	$	107,144	$	111,983
Intangible assets not subject to amortization –
FCC licenses					2,284,103						2,284,103
Total intangible assets, net					$	2,394,593					$	2,396,086
Goodwill					$	731,687					$	731,687

Notes to Condensed Consolidated Financial Statements

~~The~~Tabular ~~Company’s~~amounts ~~amortization~~in ~~expense for intangible assets was approximately $1.5 million for the three months ended March 31~~thousands, ~~2006~~ ~~and~~except ~~2005.~~per ~~Estimated~~share ~~annual intangible asset amortization expense for each of the next five years is approximately $6.0 million.~~data

7. ~~Income~~Goodwill ~~Taxes~~and Intangible Assets

The income tax expense for the three months ended March 31, 2006 and 2005 consisted of the following:

	March 31, 2009		December 31, 2008
	(Unaudited)
Total intangible assets subject to amortization, net	$	92,641	$	94,129
Intangible assets not subject to amortization — FCC licenses	1,487,186		1,487,186
Total intangible assets, net	$	1,579,827	$	1,581,315

Goodwill	$	789,526	$	789,526

	2006	2005
	(Unaudited)
Current	$6,083	$5,630
Deferred	2,416	2,731
Income tax expense	$8,499	$8,361

Summarized below are the carrying values of intangible assets subject to amortization as of March 31, 2009 and December 31, 2008:

The effective tax rate for the three months ended March 31, 2006 was 39.3% as compared to 39.6% for the three months ended March 31, 2005. The Company expects its effective tax rate for the year ending December 31, 2006 to be approximately 39.5%. The Company’s effective tax rate in a given financial statement period may be materially impacted by changes in the level of earnings by taxing jurisdictions, changes in the expected outcome of tax audits, or changes in the deferred tax valuation allowance. The Company records reserves for estimates of probable settlements of federal and state audits. The Company records a valuation allowance against its deferred tax assets arising from certain net operating and capital losses when it is more likely than not that some portion or all of such losses will not be realized.

	March 31, 2009						December 31, 2008
	(Unaudited)
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Value		Amortization		Value		Value		Amortization		Value
Intangible assets subject to amortization:
Advertiser client base	$	124,035	$	82,675	$	41,360	$	124,035	$	81,790	$	42,245
Network affiliations	95,493		44,257		51,236		95,493		43,659		51,834
Other	743		698		45		743		693		50
Total intangible assets subject to amortization	$	220,271	$	127,630	$	92,641	$	220,271	$	126,142	$	94,129

The Company’s amortization ~~net~~expense ~~deferred~~for ~~income~~intangible ~~tax~~assets ~~liability~~was isapproximately $1.5 million for aseach ~~follows:~~ of the three months ended March 31, 2009 and 2008. Annual intangible asset amortization expense is estimated to be approximately $6.0 million in each of the next five years.

98. Income Taxes

	March 31, 2006		December 31, 2005
	(Unaudited)
Deferred income tax liability	$	847,688	$	845,272
Deferred income tax asset	4,029		4,029
Net deferred income tax liability	$	843,659	$	841,243

For the three months ended March 31, 2009, the Company recognized an income tax benefit of $2.8 million compared to income tax expense of $4.3 million for the three months ended March 31, 2008.

The ~~deferred~~effective tax ~~liabilities~~rate for ~~primarily~~the ~~relate~~three ~~to differences~~months ~~between~~ended ~~book~~March 31, ~~and~~2009 ~~tax~~was 24.4% as ~~basis~~compared to of27.3% for the ~~Company’s~~three ~~FCC~~months ~~licenses.~~ended InMarch 31, 2008. The ~~accordance~~effective ~~with~~tax rate for the ~~adoption~~first quarter of ~~FASB~~2009 ~~No.~~was ~~142,~~impacted ~~Goodwill~~by ~~and~~certain ~~Intangible~~changes ~~Assets,~~in onstate ~~January~~tax 1,laws ~~2002,~~that required the ~~Company~~re-measurement noof ~~longer~~the Company’s ~~amortizes~~deferred ~~its~~tax ~~FCC~~liabilities. The ~~licenses,~~effective ~~but~~tax ~~instead~~rate ~~tests~~for ~~them~~the first quarter ~~for~~of ~~impairment~~2008 ~~annually.~~was ~~As the~~favorably ~~tax~~impacted ~~basis~~by the reduction in capital loss valuation allowance as a result of the utilization of the Company’s capital ~~FCC~~loss ~~licenses~~carry ~~continues~~forwards to ~~amortize,~~offset a portion of the ~~deferred~~insurance settlement gain recorded during the quarter. In the first quarter of 2008, we utilized $2.5 million (tax ~~liabilities~~effected) ~~will~~of ~~increase~~the ~~over~~other ~~time~~capital loss carry forwards which would have expired.

89. Common Stock

Common Stock Repurchase

In May 1998 , the Company’s Board of Directors authorized the repurchase of up to $300 million of its outstanding Series A Common Stock. Such repurchases may be effected from time to time in the open market or in private transactions, subject to market conditions and management’s discretion. During the three months ended March 31, ~~2006~~2009, the Company ~~repurchased~~ ~~33,450~~did ~~shares~~not ofrepurchase ~~Series~~any ~~A Common Stock at a cost of $0~~shares.~~8 million~~ ~~and an average per share price of $23.86.~~ Between May 1998 and March 31, ~~2006~~2009, the Company repurchased approximately 4.48 million shares of Series A Common Stock at a cost of approximately $~~108~~117.82 million and ~~an average price of $24.96. There can be no assurance that such repurchases will occur in the future or, if they do occur, what the terms of such repurchases will be.~~

Hearst Corporation (“Hearst”) and its indirect wholly-owned subsidiary, Hearst Broadcasting, Inc. (“Hearst Broadcasting”), are authorized to purchase up to 25 million shares of the Company’s Series A Common Stock from time to time in the open market, in private transactions or otherwise. As of March 31, 2006, under this plan Hearst purchased approximately 21.2 million shares of the Company’s outstanding Series A Common Stock. As of March 31, 2006 and December 31, 2005, Hearst’s ownership of the Company’s outstanding common stock was 71.5% and 70.5%, respectively.9

Table of Contents

Hearst-Argyle Television, Inc.

Notes to Condensed Consolidated Financial Statements

Tabular amounts in thousands, except per share data

an average price of $24.54. There can be no assurance that such repurchases will occur in the future or, if they do occur, what the terms of such repurchases will be.

In August 2008, Hearst and Broadcasting completed their authorization to purchase up to eight million shares of our Series A Common Stock. Hearst authorized these purchases in December 2007 in order to increase its ownership percentage to approximately 82% to permit us to be consolidated with Hearst for federal income tax purposes. Previously, Hearst had authorized the purchase of up to 25 million shares of our Series A Common Stock. Between May 1998 (the date of Hearst’s first purchase authorization) and March 31, 2009, under these purchase authorizations Hearst purchased approximately 31.1 million shares of the Company’s Series A Common Stock.

As of March 31, 2009 and December 31, 2008, Hearst owned approximately 82% of the Company’s outstanding common stock.

Common Stock Dividends

~~During~~On ~~the three months ended March 31~~February 24, ~~2006~~ 2009, the Company’s Board of Directors ~~declared~~suspended apayment ~~cash~~of the Company’s dividend. We ondo ~~shares~~not ofcurrently ~~our~~know ~~Series A~~when, ~~and~~or ~~Series~~if, Bdividends ~~Common~~will ~~Stock~~be asdeclared ~~follows:~~by the Board in the future.

Dividend Amount			Declaration Date		Record Date		Payment Date		Total Dividend			Hearst Portion
$	0.07		March 31, 2006		April 5, 2006		April 15, 2006		$	6,485		$	4,636

9. Preferred Stock

The Company has one million authorized shares of preferred stock, par value $.01 per share. Under the Company’s Certificate of Incorporation, the Company has two authorized series of preferred stock, Series A Preferred Stock and Series B Preferred Stock (collectively, the “Preferred Stock”). At December 31, 2005, there was no Preferred Stock outstanding. On January 1, 2005, 5,781 shares of Series A Preferred Stock and 5,470 shares of Series B Preferred Stock were redeemed. The Preferred Stock had a cash dividend feature whereby each share accrued $65 per share annually, to be paid quarterly.

10. Related Party Transactions

~~The~~ Hearst ~~Corporation~~. As of March 31, ~~2006~~2009, Hearst owned approximately 4867.61% of our Series A Common Stock and 100% of our Series B Common Stock, representing in the aggregate approximately ~~71.5~~82% of both the economic interest and outstanding voting power of our common stock, except with regard to the election of directors. With regard to the election of directors, Hearst’s ownership of our Series B Common Stock entitles Hearst to elect 11 of ~~the~~ 13 members of our Board of Directors. During the three months ended March 31, 2009 and 2008, we were engaged in the following transactions with Hearst or parties related to Hearst:

· Tax Sharing Agreement. On October 30, 2008, the Company entered into a Tax Sharing Agreement with Hearst as a result of the July 1, 2008 tax consolidation. The agreement specifies the method of determining the amounts owed and timing of payments resulting from the consolidation, as well as providing for tax preparation and related services by Hearst to the Company.

· Hearst Tower Lease. On May 5, 2006 the Company entered into a Lease Agreement with Hearst to lease one floor of the Hearst Tower in Manhattan for our corporate offices. For the three months ended March 31, 2009 and 2008, we recorded $0.5 million and $0.4, respectively, in rent expense, net of a portion of the $1.9 million tenant improvement allowance, which the Company is amortizing over the lease term.

· Management Agreement. The Company recorded revenue of approximately $0.5 million and $1.1 million in the three months ended March 31, 2009 and 2008, respectively, relating to a management agreement with Hearst (the “Management Agreement”). Pursuant to the Management Agreement, the Company provides certain sales, news, programming, legal, financial, engineering and accounting management services for certain Hearst-owned television and radio stations. Certain employees of these managed stations are also participants in the Company’s equity compensation plans. The Company believes the terms of the Management Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.

· Services Agreement. The Company incurred expenses of approximately $1.8 and $1.7 million in the three months ended March 31, 2009 and 2008, respectively, relating to a services agreement with Hearst (the “Services Agreement”). Pursuant to the Services Agreement, Hearst provides the Company certain administrative services such as accounting, auditing, financial, legal, insurance, data processing, and employee benefits administration. The Company believes the terms of the Services Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.

~~During~~Table ~~the~~of ~~three months ended March 31, 2006 and 2005, we were engaged in the following transactions with Hearst or parties related to Hearst:~~Contents

• Management Agreement. We recorded revenue of approximately $1.4 million and $1.1 million in the three months ended March 31, 2006 and 2005, respectively, relating to a management agreement with Hearst-Argyle ~~(the “Management Agreement”). Pursuant to the Management Agreement~~Television, ~~we provide certain management services, such as sales, news, programming, financial and accounting management services, with respect to certain Hearst owned or operated television and radio stations~~Inc. ~~We believe the terms of the Management Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.~~

~~• Services~~Notes ~~Agreement. We incurred expenses of approximately $1.3 million in the three months ended March 31, 2006 and 2005 relating~~ to aCondensed ~~services agreement with Hearst (the “Services~~Consolidated ~~Agreement”).~~Financial Pursuant to the Services Agreement, Hearst provides the Company certain administrative services such as accounting, auditing, financial, legal, insurance, data processing, and employee benefits administration. We believe the terms of the Services Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.Statements

~~• Interest~~Tabular ~~Expense,~~amounts ~~Net – Capital Trust. We incurred interest expense, net, related to the Subordinated Debentures issued to our wholly-owned unconsolidated subsidiary, the Capital Trust, of $2.4 million~~ in ~~the three months March 31~~thousands, ~~2006 and 2005. The Capital Trust then paid comparable amounts~~ toexcept ~~its~~per ~~Redeemable~~share ~~Convertible Preferred Securities holders, including Hearst, which received $0.5 million in the three months ended March 31, 2006.~~data

•· ~~Dividends~~Interest onExpense, ~~Common~~Net ~~Stock~~— Capital Trust. ~~During~~ The Company incurred interest expense, net, related to the Subordinated Debentures issued to its wholly-owned unconsolidated subsidiary, the Capital Trust, of $2.4 million for the three months ended March 31, 2008. The ~~2006~~Capital ~~and~~Trust ~~2005,~~then ~~our~~paid comparable ~~Board~~amounts ofto ~~Directors~~its ~~declared quarterly~~Redeemable ~~cash~~Convertible ~~dividends~~Preferred ofSecurities ~~$0.07~~holders, including ~~per share~~Hearst, orwhich received $60.5 million induring the ~~aggregate, on~~three ~~our~~months ~~Series~~ended AMarch 31, 2008. In ~~and~~June 2008 ~~Series~~the BCompany redeemed ~~Common~~the ~~Stock.~~Subordinated ~~Included~~Debentures inand ~~this~~Redeemable ~~amount~~Convertible ~~was $4.6~~Preferred ~~million~~Securities in full and ~~$4.4~~the ~~million~~Capital ~~respectively,~~Trust ~~payable~~has tosince ~~Hearst~~been dissolved.

•· ~~Radio Facilities Lease. Pursuant~~Dividends toon aCommon ~~lease agreement, Hearst paid us approximately $0~~Stock.2 During ~~million for~~ the three months ended March 31, ~~2006 and 2005. Under this agreement~~ 2009, ~~Hearst leases from~~ the Company ~~premises~~paid ~~for~~the ~~WBAL-AM~~following ~~and~~dividend ~~WIYY-FM,~~to Hearst~~’s Baltimore~~, ~~Maryland radio~~which ~~stations.~~was declared in December 2008:

• Lifetime Entertainment Services. We have agreements with Lifetime Entertainment Services (“Lifetime”), an entity owned 50% by an affiliate of Hearst and 50% by The Walt Disney Company, whereby (i) we assist Lifetime in securing distribution and subscribers for the Lifetime Television, Lifetime Movie Network and/or Lifetime Real Women programming services; and (ii) Lifetime acts as our agent with respect to the negotiation of our agreements with cable, satellite and certain other multi-channel video programming distributors. Amounts payable to us by Lifetime depend on the specific terms of these agreements and may be fixed or variable. Based on the terms of completed agreements, we are entitled to receive a minimum aggregate amount of $2.5 million during the period from January 1, 2006 to June 20, 2009. We recorded revenue from the agreements of $4.6 million and $1.0 million in the three months ended March 31, 2006 and 2005, respectively.

Dividend Amount		Payment Date	Total Dividend		Hearst Portion
$	0.07	January 15, 2009	$	6,585	$	5,376

~~• Wide~~On ~~Orbit~~February 24, ~~Inc. In November 2004~~2009, wethe ~~entered into an agreement to license Wide Orbit Inc.~~Company’s ~~(“Wide~~Board ~~Orbit”) Traffic Sales and Billing Solutions software. Hearst owns~~of ~~approximately~~Directors 8%suspended ofpayment ~~Wide Orbit. For each~~ of the ~~three~~dividend. We ~~months~~do ~~ended~~not ~~March~~currently 31know when, ~~2006~~ ~~and~~or ~~2005~~if, wedividends ~~paid~~will ~~Wide~~be ~~Orbit~~declared ~~approximately~~by ~~$0.3~~our Board ~~million~~in ~~under~~ the ~~agreement~~ future.

•· ~~New~~Radio ~~England~~Facilities ~~Cable News~~Lease. Pursuant ~~Two~~to ofa ~~our executive officers~~lease agreement, ~~David~~Hearst ~~J. Barrett~~paid ~~and~~the ~~Steven~~Company Aapproximately $0.2 ~~Hobbs,~~million ~~serve~~for aseach ~~Hearst’s~~of ~~representatives on~~ the ~~management~~three ~~board~~months ofended ~~New England Cable News~~March 31, a2009 ~~regional~~and ~~cable~~2008. ~~channel~~Under ~~jointly owned~~this byagreement, Hearst leases ~~Cable~~from ~~News,~~the ~~Inc.,~~Company anpremises ~~indirect~~for ~~wholly~~WBAL-~~owned~~AM ~~subsidiary of Hearst,~~ and ~~Comcast MO Cable News~~WIYY-FM, ~~Inc.~~ Hearst’s ~~pays $4~~Baltimore,~~000 per month to the~~ ~~Company~~Maryland asradio ~~compensation for their service~~stations.

•· ~~Other~~Lifetime ~~Transactions~~Entertainment Services. The Company has agreements with Lifetime Entertainment Services (“Lifetime”), an entity owned 50% by an affiliate of Hearst~~. In~~ and 50% by The Walt Disney Company, whereby for certain periods of time (i) the ~~three~~Company ~~months~~has ~~ended~~assisted Lifetime ~~March~~in ~~31,~~securing ~~2006~~distribution and subscribers ~~2005~~for the Lifetime Television, weLifetime ~~recorded~~Movie ~~immaterial~~Network ~~net~~and/or Lifetime ~~revenue~~Real ~~relating~~Women programming services; and (ii) Lifetime has acted as the Company’s agent with respect to ~~advertising~~the ~~sales~~negotiation of certain of the Company’s agreements with cable, satellite and certain other multi-channel video programming distributors. Amounts payable to ~~Hearst~~the Company by Lifetime depend on the specific terms of these agreements and may be fixed or variable. The Company recorded revenue from the agreements of $9.4 million and $5.5 million in the three months ended March 31, 2009 and 2008, respectively.

· Wide Orbit, Inc. In November 2004, the Company entered into an agreement to license from Wide Orbit, Inc. (“Wide Orbit”) traffic sales and billing solutions software. Hearst owns approximately 7.3% of Wide Orbit. For the three months ended March 31, 2009 and 2008, the Company paid Wide Orbit approximately $0.5 million, under the agreement.

· New England Cable News. One of the Company’s executive officers, David J. Barrett, serves as Hearst’s representative on the management board of New England Cable News, a regional cable channel, jointly owned by Hearst Cable News, Inc., an indirect wholly-owned subsidiary of Hearst, and Comcast MO Cable News, Inc. (“NECN”). Hearst pays $2,000 per month to the Company as compensation for his service. In addition, two of our television stations, WPTZ/WNNE and WMTW, provide office space to certain of NECN’s reporters in exchange for news gathering services.

· Other Transactions with Hearst. In the three months ended March 31, 2009 and 2008, the Company recorded immaterial net revenue relating to advertising sales from Hearst.

Internet Broadcasting Systems, Inc. As of March 31, 2009, the Company owned 37.6% of Internet Broadcasting Systems, Inc. (“Internet Broadcasting”) on a fully diluted basis. The Company also has various agreements pursuant to which the Company paid Internet Broadcasting $3.9 million and $2.9 million during the three months ended March 31, 2009 and 2008, respectively. In addition, Internet Broadcasting hosts the Company’s corporate website for a nominal amount. Harry T. Hawks and Roger Keating, two of the Company’s executive officers, serve on the Board of Directors of Internet Broadcasting, from which they do not receive compensation for their Board service.

~~Internet Broadcasting. As of March 31,~~Table ~~2006, we owned 38%~~ of Internet Broadcasting. Our share of the (income) or loss of Internet Broadcasting included in Equity in loss (income) of affiliates, net was $0.4 million of income and $0.1 million of loss for the three months ended March 31, 2006 and 2005, respectively. Our share of income for IBS/HATV LLC included in Equity in loss (income) of affiliates, net was $0.5 million of income for the three months ended March 31, 2005. Since January 2001, Harry T. Hawks, our Executive Vice President and Chief Financial Officer, since October 2002, Terry Mackin, our Executive Vice President, and since December 2005, Steven A. Hobbs, our Executive Vice President and Chief Legal and Development Officer, have served on the Board of Directors of Internet Broadcasting, from which they do not receive compensation for their services. In the three months ended March 31, 2006, the Company paid $1.9 million to Internet Broadcasting under an operating agreement pursuant to which Internet Broadcasting provides hosting services for our stations’ Web sites. We also have an agreement with Internet Broadcasting pursuant to which they provide hosting services for our corporate Internet site for a nominal amount.Contents

~~Small~~Hearst-Argyle ~~Business~~ Television. The Company utilizes Small Business Television’s (“SBTV”) services to provide television stations with additional revenue through the marketing and sale of commercial time to smaller businesses that do not traditionally use television advertising due to costs. In the three month period ended March 31, ~~2006 and 2005, these sales generated revenue of approximately $0~~Inc.~~3 million, of which approximately $0.2 million was distributed to the Company. Mr. Dean Conomikes, the owner of SBTV, is the son of John G. Conomikes, a member of the Company’s Board of Directors.~~

~~NBC~~Notes Weather Plus. In 2004, we invested in Weather Network Affiliates Company, LLC, which owns the NBC Weather Plus Network (“Weather Plus”). Since November 2004 we have launched Weather Plus in eight of our markets – Sacramento, Orlando, Winston-Salem, Greenville, Cincinnati, Baltimore, Lancaster and New Orleans – and expect to ~~launch~~ ~~Weather~~Condensed ~~Plus in our two remaining NBC markets in 2006. Terry Mackin, our~~Consolidated ~~Executive~~Financial Vice President, is the Chairman of the Board of the NBC Television Affiliates Association, which is the managing member and the owner of certain ownership interests in Weather Network Affiliates Company, LLC. Mr. Mackin does not receive compensation for his Board service.Statements

~~USDTV.~~Tabular ~~Currently,~~amounts ~~we and Hearst each own approximately 6.175% of USDTV. Our station, KOAT-TV~~ in ~~Albuquerque,~~ ~~New Mexico~~thousands, ~~currently leases a portion of its digital spectrum to~~ ~~USDTV.~~except ~~Since~~per ~~September~~share 23, 2005, Steven A. Hobbs, our Executive Vice President and Chief Legal and Development Officer, has served on the Board of Directors of USDTV, from which he does not receive compensation for his services.data

~~Other~~Small ~~Related~~Business ~~Parties~~Television. In The ~~the~~Company ~~ordinary course~~utilizes services of ~~business,~~Small Business ~~the~~Television ~~Company~~and ~~enters~~related ~~into~~companies ~~transactions~~(“SBTV”) to provide television stations with ~~other~~additional ~~related~~revenue through the marketing and sale of commercial ~~parties~~time to smaller businesses that do not traditionally use television advertising due to cost concerns. In the three-month period ended March 31, ~~none~~2009 and 2008, these sales generated revenue of approximately $0.2 million, of which approximately ~~were~~$0.1 ~~significant~~million was distributed to ~~our~~the ~~financial~~Company. Dean ~~results~~Conomikes, inthe owner of SBTV, is the ~~three~~son ~~months~~of ~~ended~~John ~~March~~G. 31Conomikes, ~~2006~~a ~~and~~member ~~2005~~of the Company’s Board of Directors.

RDE. As of March 31, 2009, the Company owned 23.9% of Ripe Digital Entertainment, Inc. (“RDE”). In the three-month periods ended March 31, 2009 and 2008, the Company earned immaterial rental income from RDE for office space in the Company’s former corporate headquarters. Harry Hawks, one of the Company’s executive officers, serves on the Board of Directors of RDE, from which he does not receive compensation for his Board service.

Other. In the ordinary course of business, the Company enters into transactions with related parties, none of which were significant to the Company’s financial results in the three months ended March 31, 2009 and 2008.

11. Retirement Plans and Other Post-Retirement Benefits

Overview

The Company maintains seven defined benefit pension plans, 12(the ~~employee~~“Pension ~~savings~~Plans”) ~~plans,~~ and other post-retirement benefit plans ~~for~~(medical and life insurance) for active, retired and former employees. In addition, the Company maintains 11 employee savings plans and participates in a three multi-employer union pension plans ~~plan~~ that ~~provides~~provide retirement benefits to certain union employees. ~~The seven defined benefit pension plans are hereafter collectively referred to as the “Pension Plans.”~~

Pension Plans and Other Post-Retirement Benefits

Benefits under the Pension Plans are generally based on years of credited service, age at retirement and average of the highest five consecutive years’ compensation. The service cost of the Pension Plans is computed on the basis of the Project Unit Credit Actuarial Cost Method. ~~Past~~ Prior service cost is amortized over the employees’ expected future service periods ~~of the employees~~.

Net Periodic Pension and Post-Retirement Benefit Cost

The following schedule presents net periodic pension cost for the Company’s Pension Plans in the three months ended March 31, ~~2006~~ 2009 and ~~2005~~2008:

	Pension Benefits
	Three Months Ended March 31,
	2009			2008
	(Unaudited)
Service cost	$	2,705		$	2,598
Interest cost	3,327			2,972
Expected return on plan assets	(3,339		)	(3,248		)
Amortization of prior service cost	58			106
Amortization of net loss	604			419
Net periodic pension cost	$	3,355		$	2,847

	Pension Benefits
	2006			2005
	(Unaudited)
Service cost	$	2,446		$	2,258
Interest cost	2,355			2,165
Expected return on plan assets	(2,779		)	(2,447		)
Amortization of prior service cost	108			108
Amortization of transitional (asset) obligation	—			1
Recognized actuarial loss	967			739
Net periodic pension cost	$	3,097		$	2,824

Table of Contents

~~The following schedule presents net periodic pension cost for the Company’s post~~Hearst-~~retirement~~Argyle ~~benefit plan in the three months ended March 31~~Television, ~~2006 and 2005:~~Inc.

	Post-Retirement Benefits
	2006		2005
	(Unaudited)
Service cost	$	29	$	20
Interest cost	122		84
Amortization of prior service cost	7		5
Amortization of transitional (asset) obligation	7		5
Recognized actuarial loss	6		4
Net periodic pension cost	$	171	$	118

Notes to Condensed Consolidated Financial Statements

Tabular amounts in thousands, except per share data

The following schedule presents net periodic benefit cost for the Company’s other post-retirement benefit plans in the three months ended March 31, 2009 and 2008:

	Post-Retirement Benefits
	Three Months Ended March 31,
	2009			2008
	(Unaudited)
Service cost	$	18		$	20
Interest cost	95			98
Amortization of prior service cost	(23		)	(23		)
Amortization of initial net obligation	—			—
Amortization of net loss	41			44
Net periodic benefit cost	$	131		$	139

Contributions

During the three months ended March 31, ~~2006~~2009, we ~~did not~~contributed ~~make~~$0.9 ~~any~~million ~~contributions~~ to our ~~defined~~Pension Plans ~~benefit plans~~ and we contributed approximately $0.21 million to our ~~post~~Post-~~retirement~~Retirement Benefit ~~benefit plans~~Plans. During the ~~year~~ ~~ending~~three ~~December~~months ended March 31, ~~2006~~2008, ~~the~~we ~~Company~~did is not ~~required~~make toany ~~contribute~~contributions to ~~the Pension~~our Pension Plans, ~~but~~or ~~may~~our ~~choose~~Post-Retirement toBenefit doPlans. During sothe ~~voluntarily~~year ending December 31, ~~and~~2009, the Company expects to contribute approximately $4.9 million to the Pension Plans and approximately $0.74 million to the post-retirement benefit ~~plan~~plans.

12. Other Commitments and Contingencies

~~The~~Legal Company has guaranteed the payments by its Capital Trust on the Redeemable Convertible Preferred Securities in the amount of $134 million. The guarantee is irrevocable and unconditional, and guarantees the payment in full of all (i) distributions on the Redeemable Convertible Preferred Securities to the extent of available funds of the Capital Trust; (ii) amounts payable upon redemption of the Redeemable Convertible Preferred Securities to the extent of available funds of the Capital Trust; and (iii) amounts payable upon dissolution of the Capital Trust. The guarantee is unsecured and ranks (i) subordinate to all other liabilities of the Company, except liabilities that are expressly made pari passu; (ii) pari passu with the most senior preferred stock issued by the Company, and pari passu with any guarantee of the Company in respect of any preferred stock of the Company or any preferred security of any of the Company’s controlled affiliates; and (iii) senior to the Company’s Common Stock.Matters

Six putative class actions have been filed in response to Hearst’s March 25, 2009, announcement that it intended to launch a cash tender offer to acquire the outstanding shares of the Company’s Series A Common Stock that it did not already own for $4.00 per share (the “Offer”). Four of the suits were filed in New York State Supreme Court: Schwartz v. Hearst-Argyle Television, Inc., et al., Index No. 600926/2009 (filed on March 25, 2009); Kahn v. Hearst-Argyle Television, Inc., et al., Index No. 650163/2009 (filed on March 25, 2009); Blizinsky v. Hearst-Argyle Television, Inc. et al., Index No. 650178/2009 (filed on March 31, 2009); and Sullivan v. Bennack, et al., Index No. 601101/2009 (filed on April 10, 2009). Two of the suits were filed in the Delaware Court of Chancery: Stationary Engineers Local 39 Pension Plan v. Hearst-Argyle Television, Inc., et al., Case No. 4459-VCN; and Kupfer v. Barrett, et al., Case No. 4460-VCN, on March 27, 2009 (both filed on March 27, 2009). The Delaware suits were consolidated by court order on April 20, 2009, under the caption In re Hearst-Argyle Television, Inc. Shareholders Litigation, Case No. 4459-VCN.

The complaints named the Company and members of its Board of Directors, as well as Hearst and certain of its affiliates, as defendants and alleged, among other things, that the proposed offer price was inadequate and unfair to the Company’s shareholders and purported to state claims for, among other things, breach of fiduciary duty in connection with the proposed offer. The complaints sought orders enjoining the consummation of the proposed offer, compensatory damages, attorneys’ fees and expenses, and other equitable relief.

~~ITEM~~Table ~~2. Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~Contents

~~Organization~~Item 2. Management’s Discussion and Analysis of ~~Information~~Financial Condition and Results of Operations

~~Management’s~~Organization ~~Discussion~~of and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying condensed consolidated financial statements. It includes the following sections:Information

~~• Executive~~Management’s Discussion ~~Summary~~and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying condensed consolidated financial statements. It includes the following sections:

•· ~~Results~~Forward-Looking ~~of Operations~~Statements

•· ~~Liquidity~~Executive ~~and Capital Resources~~Summary

•· ~~Forward-Looking~~Results ~~Statements~~of Operations

~~Executive~~· Liquidity ~~Summary~~and Capital Resources

~~Hearst~~Forward-~~Argyle Television, Inc. and its subsidiaries~~Looking (hereafter “we” or the “Company”) own and operate 25 network-affiliated television stations. Additionally, we provide management services to two network-affiliated stations and one independent television station and two radio stations (the “Managed Stations”) in exchange for a management fee.Statements

~~First~~This ~~Quarter~~report includes or ~~Highlights~~incorporates forward-looking statements. We base these forward-looking statements on our current expectations and projections about future events. These forward-looking statements generally can be identified by the use of statements that include words and/or phrases such as “anticipate”, “will”, “may”, “likely”, “plan”, “believe”, “expect”, “intend”, “project”, “forecast” or other such similar words and/or phrases. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this report, concerning, among other things, trends and projections involving revenue, income, earnings, cash flow, liquidity, operating expenses, assets, liabilities, capital expenditures, dividends and capital structure, involve risks and uncertainties, and are subject to change based on various important factors. Those factors include the impact on our operations from

•· ~~Effective~~Changes ~~January 1, 2006, the Company~~in ~~adopted~~national ~~the~~and ~~fair~~regional value recognition provisions of SFAS 123(R), using the modified prospective transition method. Under that method, we are required to record compensation expense for all stock options granted, but not yet vested, for the three months ended March 31, 2006. We determine compensation expense based on the options’ fair value at their grant date using the Black Scholes option-pricing model. Because we have adopted a prospective transition method, results for prior periods have not been restated. Total compensation cost recognized in the three months ended March 31, 2006 was approximately $1.9 million.economies;

•· ~~Effective January~~Changes 1, 2006, the Company has recorded local Internet advertising revenue and associated expenses, including those pursuant to an operating agreement with Internet Broadcasting, as digital media revenue and expenses in ~~our income~~ ~~statement.~~advertising ~~Prior~~trends ~~to the restructuring of our relationship with Internet Broadcasting on December 22, 2005~~ and ~~the resulting dissolution of the IBS/HATV LLC, we reflected~~ our ~~share~~advertisers’ offinancial ~~the IBS/HATV LLC income as equity in earnings of affiliates.~~condition;

•· InOur ~~2006,~~ability ~~the Company’s cash balance increased~~to ~~$8.4~~service ~~million from December 31, 2005, after capital expenditures, interest~~ and ~~taxes,~~ ~~the~~refinance ~~funding (with cash on-hand) of a repurchase of $10 million of~~ our ~~7% Senior~~outstanding ~~Notes~~debt ~~due~~and ~~2018,~~meet ~~the payment of $6.5 million of dividends to~~ our ~~holders of~~liquidity ~~Series A and B Common Stock and the repurchase of $0.8 million of Series A Common Stock.~~needs;

~~Industry~~· Ability of ~~Trends~~Hearst to commence and complete the Offer, the terms and conditions on which the proposed Offer is made and developments regarding the proposed Offer;

•· ~~Political advertising increases in~~Impact ~~even-numbered~~of ~~years,~~the ~~such~~announcement asof ~~2006,~~the ~~due~~proposed toOffer ~~the~~on ~~increase~~our inbusiness ~~the~~generally, ~~number of~~including ~~candidates~~relationships ~~running~~with ~~for~~customers, ~~political~~suppliers ~~office.~~and employees;

•· ~~Revenue~~Competition ~~from Olympic advertising occurs~~for ~~exclusively in even-numbered years~~audience, ~~such~~programming ~~as 2006, with the alternating Winter~~ and ~~Summer~~advertisers ~~Games~~in ~~occurring every two years. Our 10 NBC stations aired~~ the ~~2006 Winter~~broadcast ~~Olympics~~television inmarkets ~~February 2006.~~we serve;

•· ~~The FCC has permitted broadcast television~~Pricing ~~station~~fluctuations licensees to use their digital spectrum for a wide variety of services such as high-definition television programming, audio, data and other types of communication, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standards. Our station, KOAT-TV in Albuquerque, New Mexico, currently leases a portion of its digital spectrum to USDTV and eight of our NBC stations currently broadcast the Weather Plus network, a 24/7 local and national ~~weather broadcast network, on a multicast stream with their main digital channels.~~advertising;

14· Changes in Federal regulations that affect us, including changes in Federal communications laws or regulations;

•· ~~Compensation~~Local regulatory ~~from~~actions ~~networks~~and toconditions ~~their affiliates~~ in ~~exchange~~the ~~for~~areas ~~broadcasting of network programming has been sharply reduced~~ in ~~recent~~which ~~years~~our ~~and~~stations ~~may be eliminated in the future.~~operate;

•· ~~Pursuant~~Our toability ~~the Cable Television Consumer Protection and Competition Act of 1992 (“1992 Cable Act”) and the FCC’s “must carry” regulations, cable operators are generally required~~ to ~~devote up to~~ ~~one-third~~obtain ofquality ~~their~~programming ~~activated~~for ~~channel~~our ~~capacity to the carriage of the analog signal of local commercial~~ television stations~~. We record retransmission income resulting from most of our cable and satellite relationships.~~;

•· ~~The U.S. Congress passed, and the President~~Successful ~~signed~~integration ~~into~~of ~~law, legislation that guides the transition from analog to digital~~ television ~~broadcasting.~~stations Awe component of this legislation is a deadline of February 17, 2009 for completion of the transition to digital broadcasting and the return of the analog spectrum to the government. As a result, the Company accelerated the depreciation of certain equipment that may have a shorter useful life as a result of the digital conversion.acquire;

~~Results~~· Volatility ofin programming ~~Operations~~costs, industry consolidation, technological developments, and major world events; and

~~Results of operations for the three months ended~~· Potential ~~March~~adverse ~~31,~~effects ~~2006~~if ~~and~~we ~~2005~~are ~~include~~required ~~the~~to ~~results~~recognize ofimpairment ~~our~~charges 25or ~~television stations,~~other ~~which~~accounting-related ~~were owned for the entire period presented, and the management fees derived by the three television and two radio stations managed by us for the entire period presented~~developments.

~~Three~~For ~~Months~~a ~~Ended~~discussion ~~March~~of additional risk factors that are particular to our business, please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006~~2008 (the “2008 10-K”), as well as the risk factors included in Part II, Item 1A. of this report. These and other matters we discuss in this report, or in the documents we incorporate by reference into this report, may cause actual results to differ from those we describe. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Compared~~Executive ~~to Three Months Ended March 31, 2005~~Summary

~~Total~~Hearst-Argyle Television, Inc. ~~revenue~~and its subsidiaries (hereafter “we” or the “Company”) own and operate 26 network-affiliated television stations. ~~Total~~ Additionally, we provide management services ~~revenue~~to ~~includes:~~two network-affiliated stations, one independent television station and two radio stations owned by The Hearst Corporation (“Hearst”) in exchange for management fees. We seek to attract our television audience by providing compelling content on multiple media

~~(i) cash and barter advertising revenue, net of agency and national representatives’ commissions;~~14

~~(ii) network~~Table of ~~compensation;~~Contents

platforms. We provide leading local news programming and popular network and syndicated programs at each of our television stations, 20 of which are in the top 50 U.S. television markets. We also own 39 websites and currently multicast digital channels in addition to their main digital channel at 24 of our stations, which feature 24-hour weather and entertainment programming. We stream a portion of our television programming, including our news and weather forecasts, and we publish community information, user-generated content and entertainment content on our stations’ websites. We also have a companion mobile (~~iii~~“WAP”) ~~retransmission~~ ~~revenue;~~site for 25 of our markets. We believe that aligning our content offerings with audience media consumption patterns in this manner ultimately benefits our advertisers. Our advertisers benefit from a variety of marketing opportunities, including traditional spot campaigns, community events and sponsorships at our television stations, as well as on our stations’ Internet and/or mobile websites, enabling them to reach our audience in multiple ways.

~~(iv) digital media revenue, which includes primarily~~Events ~~Internet advertising revenue~~ and, toOther aFactors ~~lesser~~Occurring ~~extent,~~During ~~revenue~~the ~~from multicasting, such as Weather Plus; and~~Quarter

~~(v) other~~· The ~~revenue~~United States and global economies are currently in a recession and undergoing a period of economic uncertainty, and the related capital markets are experiencing significant disruption. In certain of the local markets in which our stations operate there has been a weakening in the economic climate due to the housing market slump, subprime mortgage issues and tightening of credit markets resulting in pressure on employment, retail sales and consumer confidence. The resulting economic recession has impacted the automotive industry, which historically has been our largest advertising category, particularly hard. In addition to the weakness in automotive, financial, retail, furniture, movies, health services and consumer packaged goods advertising categories were also impacted in the first quarter of 2009. We have responded to this weakness in advertising with cost cutting efforts throughout the Company.

~~Total~~· On ~~revenue~~March 25, in2009, Hearst Broadcasting, Inc. (“Broadcasting”), an indirect wholly-owned subsidiary of The Hearst Corporation (“Hearst”), announced its intentions to launch a tender offer to acquire the ~~three~~outstanding ~~months~~shares ~~ended~~of the Company’s Series A Common Stock that it did not already own for $4.00 per share (the “Offer”). On March 26, 312009, ~~2006~~our ~~was~~Board ~~$174~~of Directors appointed a special committee of directors unaffiliated with Hearst (the “Special Committee”) to consider the Offer and make a recommendation to the Company’s shareholders, other than Hearst.0 ~~million~~The asSpecial ~~compared~~Committee has engaged outside legal counsel and an independent financial advisor to advise it with respect to the Offer. On April 27, Hearst announced that it intended to increase the tender offer price to $~~162~~4.350 ~~million~~per inshare. The Company recognized nominal expenses related to the Offer for the three months ended March 31, ~~2005,~~2009. Total payments to outside advisors related to anthe ~~increase~~offer ofcould be approximately $114.70 million. In orconnection 7with the announcement, several lawsuits have been filed.~~2%.~~ See ~~This~~further ~~increase~~detail ~~was~~in ~~primarily~~the ~~attributable~~Legal Proceeding Section in toPart II. ~~the~~Item ~~following~~1 ~~factors:~~of this report.

~~(i)~~ · During the first quarter of 2008, we reached a ~~$1.4~~final settlement ~~million~~with ~~increase~~our ininsurance ~~net~~carriers ~~political~~related to lost property, increased ~~advertising~~expenses ~~revenue~~and interrupted business at WDSU-TV in New Orleans, Louisiana, resulting from ~~the~~Hurricane ~~normal,~~Katrina ~~cyclical~~in ~~nature~~2005. ofWe received $11.5 million in the ~~television~~first ~~broadcasting~~quarter ~~business~~of 2008 bringing total recoveries to $16.5 million, innet ~~which~~of deductibles, given the ~~demand~~receipt ~~for~~of ~~advertising~~an byadvance payment of $5.0 million in the ~~candidates~~fourth ~~running~~quarter ~~for~~of ~~political~~2006. ~~office~~The ~~significantly~~$11.5 ~~increases~~million received in the first quarter of 2008 ~~even~~was recorded as an offset to Station Operating Expenses. The after-~~numbered~~tax ~~election~~first ~~years~~quarter ~~(such~~2008 aseffect ~~2006);~~of the insurance settlement was a $9.3 million increase in net income.

~~(ii) a~~Economic and ~~$3.2~~Industry ~~million increase in net digital revenue;~~Trends

~~(iii) a~~· The $3duration of the economic recession is unknown at this time, as is the ongoing effect on certain local market economies.6 Our ~~million~~operating ~~increase~~results inmay ~~retransmission~~continue to be ~~revenue;~~negatively impacted throughout the duration of the recession. Were our results to continue to be negatively impacted there is no assurance that we would be able to maintain technical covenant compliance over the next 12 months without further corrective action by the Company or by amendment or replacement of certain existing agreements.

· Pursuant to the Cable Television Consumer Protection and Competition Act of 1992 (~~iv) an~~“1992 ~~increase~~Cable inAct”) and the ~~retail~~FCC’s “must carry” regulations, ~~financial~~cable operators are generally required to devote up to one-third of their activated channel capacity to the carriage of the analog signal of local commercial television stations. On a cable system-by-cable system basis, ~~fast~~a ~~foods~~local television broadcast station must choose once every three years whether to waive the right to mandatory, but uncompensated, carriage and, ~~telecommunication~~instead, ~~categories;~~to ~~partially~~negotiate ~~offset~~a bygrant of retransmission consent. For the period from January 1, 2009 to December 31, 2011, we have opted to

~~(v) a 3% decrease in our largest advertising category, automotive; and~~15

~~(vi) a~~Table ~~$2.9~~of ~~million decrease in network compensation.~~Contents

~~Salaries,~~negotiate ~~benefits~~retransmission consent ~~and~~with ~~other~~most ~~operating~~of ~~costs. During~~ the ~~three~~cable ~~months~~systems ~~ended~~that ~~March~~carry ~~31,~~our ~~2006,~~stations. During ~~salaries~~2008, ~~benefits~~we ~~and~~concluded ~~other operating~~retransmission ~~costs~~consent ~~were~~agreements ~~$96.8~~with ~~million,~~a asmajority ~~compared~~of toour ~~$88.6~~cable ~~million~~systems inas ~~the~~measured ~~three months~~by ~~ended~~subscriber ~~March~~base. Executed ~~31,~~agreements have ~~2005,~~led to an increase ofin ~~$8.2~~retransmission ~~million~~revenues orin 92009.~~3%. This increase was primarily due to:~~

· The Satellite Home Viewer Improvement Act of 1999 (i“SHVIA”) established a $3compulsory copyright licensing system for the distribution of local television station signals by direct broadcast satellite systems to viewers in each DMA.0 Under ~~million~~SHVIA’s ~~increase~~“carry-one, carry-all” provision, a direct broadcast satellite system generally is required to retransmit the analog signal of all local television stations in ~~payroll~~a DMA if the system chooses to retransmit the analog signal of any local television station in that DMA. Television stations located in markets in which satellite carriage of local stations is offered may elect mandatory carriage or retransmission consent once every three years. We have opted to negotiate retransmission consent for all of the satellite systems that carry our stations for the period from January 1, 2009 to December 31, 2011, and we already have existing agreements in place with ~~employee~~the ~~benefits~~satellite ~~expense;~~systems.

· In 2006 Sprint Nextel Corporation (ii“Nextel”) was granted the right from the FCC to claim from broadcasters in each market across the country the 1.9 GHz spectrum to use for an emergency communications system. In order to reclaim this signal, Nextel must replace all analog equipment currently using this spectrum with digital equipment. All broadcasters have agreed to use the digital substitute that Nextel will provide. The transition will be completed on a market-by-market basis. During the three months ended March 31, 2009, we recorded $21.23 million ~~increase~~of ~~digital~~gains ~~media~~which primarily represents the difference between the ~~expenses;~~fair market value of the equipment we received and the book value of the analog equipment we exchanged in two of our markets. The gain is reflected as an offset to Salaries, benefits and other operating costs. As the equipment is exchanged in our remaining markets, we expect to record additional gains.

· The Federal Communications Commission (~~iii~~“FCC”) has permitted broadcast television station licensees to use their digital spectrum for a $1wide variety of services such as high-definition television programming, audio, data and other types of communication, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current analog channel.0 We ~~million~~currently have ~~increase~~multicast ~~related~~channels broadcasting weather programs, an additional network affiliation and movie channels. Numerous other multicast opportunities are being reviewed. We have also affiliated with the Open Mobile Video Coalition, which contemplates launching a mobile video service using a portion of available digital spectrum. We continue to ~~stock-based~~explore alternative uses ~~compensation~~of ~~expense~~our digital spectrum.

~~Amortization~~· Legislation ofthat ~~program~~guides ~~rights. Amortization of~~the ~~program~~transition ~~rights~~from ~~was~~analog ~~$15.3~~to digital ~~million~~television inbroadcasting ~~the~~included ~~three~~a ~~months~~deadline ~~ended~~of ~~March 31~~February 17, ~~2006,~~2009 asfor ~~compared~~completion of the transition to ~~$15.3~~digital ~~million~~broadcasting inand the ~~three~~return ~~months~~of ~~ended~~the analog ~~March~~spectrum ~~31,~~to ~~2005~~the government. As a result, we accelerated the depreciation ~~substantially~~of ~~unchanged~~certain ~~reflecting~~equipment that may have a ~~stable~~shorter ~~line-up~~useful life as a result of ~~syndicated~~the digital ~~programs~~conversion. The DTV deadline has been delayed to June 12, 2009.

15· Compensation from networks to their affiliates in exchange for broadcasting of network programming has been sharply reduced in recent years and is expected to be eliminated in the future. Our affiliation agreements with ABC and NBC expire on December 31, 2009. We will be negotiating renewal agreements during 2009, and renewal terms are not presently known.

~~Depreciation and amortization.~~ Results ~~Depreciation and amortization expense was $15.4 million in the three months ended March 31, 2006, as compared to $13.1 million in the three months ended March 31, 2005, an increase~~ of $2.3 million or 18%. Depreciation expense was $13.9 million in the three months ended March 31, 2006, as compared to $11.6 million in the three months ended March 31, 2005, an increase of $2.3 million or 20%. Increase in depreciation expense is due to the accelerated depreciation of analog equipment and leasehold improvements at our corporate headquarters in anticipation of the move to the Hearst Tower in New York City in August, and capital expenditures. Amortization expense was $1.5 million in the three months ended March 31, 2006 and 2005, and principally results from amortization related to advertiser client base and network affiliations.Operations

~~Corporate~~Results of operations for the three months ended March 31, ~~general~~2009 and ~~administrative expenses. Corporate,~~2008 ~~general~~include ~~and~~the ~~administrative~~results ~~expenses~~of ~~were~~our ~~$7.3~~26 ~~million~~television instations, ~~the~~which ~~three~~were ~~months~~owned ~~ended~~for ~~March~~the entire ~~31,~~period ~~2006~~presented, asand ~~compared~~the tomanagement ~~$5.9~~fees ~~million~~derived inby the three ~~months~~television ~~ended March 31, 2005,~~and antwo ~~increase~~radio ofstations ~~$1.4~~managed ~~million~~by orus ~~24%.~~for ~~This~~the ~~increase~~entire ~~was~~period ~~primarily due to:~~presented.

~~(i) $0.9 million increase related to stock-based compensation expense; and~~16

~~(ii) $0.5 million increase~~Table ~~due to the timing~~ of ~~professional services expenses.~~Contents

~~Operating income. Operating~~Three ~~income~~Months ~~was~~Ended ~~$39.2 million in the three months ended~~ March 31, ~~2006, as compared to $39.3 million in the three months ended March 31, 2005, a decrease of $0.1 million or .25%. This net decrease in operating income was due to the items discussed above.~~2009

~~Interest expense, net. Interest~~Compared ~~expense, net of interest income, was $15.2 million in the three months ended March 31, 2006, as compared~~ to ~~$15.7~~Three ~~million~~Months inEnded ~~the three months ended~~ March 31, ~~2005, a decrease of $0.5 million or 3% due to the repurchase of $10.0 million senior notes due 2018 and an increase in interest income due to increased cash balances.~~2008

Interest expense, net – Capital Trust. Interest expense, net, to our wholly-owned, unconsolidated subsidiary trust (the Hearst-Argyle Capital Trust or “Capital Trust”) was $2.4 million for each of the three months ended March 31, 2006 and 2005.

	For the three months ended March 31,
	2009			2008			$ Change			% Change
	(In thousands)
Total revenue	$	133,841		$	165,053		$	(31,212	)	-18.9	%
Station operating expenses:
Salaries, benefits and other operating costs	94,137			104,128			$	(9,991	)	-9.6	%
Amortization of program rights	18,622			18,712			$	(90	)	-0.5	%
Depreciation and amortization	13,810			14,052			$	(242	)	-1.7	%
Insurance settlement	—			(11,549		)	$	11,549		-100.0	%
Corporate, general and administrative expenses	8,879			8,716			$	163		1.9	%
Operating income	(1,607		)	30,994			$	(32,601	)	-105.2	%

Interest expense	9,805			12,883			$	(3,078	)	-23.9	%
Interest income	—			(19		)	$	19		-100.0	%
Interest expense, net — Capital Trust	—			2,438			$	(2,438	)	-100.0	%
Income before income taxes and equity earnings	(11,412		)	15,692			$	(27,104	)	-172.7	%

Income tax expense	(2,782		)	4,290			$	(7,072	)	-164.8	%
Equity in loss (income) of affiliates, net of tax	685			1,362			$	(677	)	-49.7	%
Net income	$	(9,315	)	$	10,040		$	(19,355	)	-192.8	%

~~Income~~Total ~~taxes~~revenue. ~~We recorded~~ ~~income~~Total ~~tax~~revenue ~~expense~~includes: (i) cash advertising revenue, net of ~~$8.5~~agency ~~million~~and innational ~~the~~representatives’ ~~three~~commissions; ~~months~~(ii) ~~ended~~retransmission ~~March~~consent ~~31, 2006,~~revenue; ~~compared~~(iii) tonet ~~$8.4~~digital ~~million~~media inrevenue, ~~the~~which ~~three~~includes ~~months~~primarily ~~ended~~Internet ~~March~~advertising 31revenue and, ~~2005~~to a lesser extent, ~~an increase~~revenue offrom ~~$0.1~~advertising ~~million~~on multicast channels; (iv) network compensation; and (v) other revenue, orprimarily 1%barter and trade revenue and management fees earned from Hearst.

	For the three months ended March 31,
	2009		2008		$ Change			% Change
	(In thousands)
Net local and national ad revenue (excluding political)	$	106,755	$	132,877	$	(26,122	)	-19.7	%
Net political revenue	756		9,602		(8,846		)	-92.1	%
Retransmission consent revenue	12,416		6,276		6,140			97.8	%
Barter and trade revenue	5,566		6,247		(681		)	-10.9	%
Net digital media revenue	4,036		4,892		(856		)	-17.5	%
Network compensation	1,525		2,176		(651		)	-29.9	%
Other revenue	2,787		2,983		(196		)	-6.6	%
Total revenue	$	133,841	$	165,053	$	(31,212	)	-18.9	%

~~Equity~~Total revenue in ~~loss~~the (three ~~income)~~months ofended ~~affiliates,~~March ~~net. Equity in loss (income) of affiliates~~31, ~~net~~2009 was ~~a loss of~~ $0133.18 million ~~in the three months ended March 31, 2006~~ as compared to ~~income of~~ $0165.31 million in the three months ended March 31, ~~2005~~2008, a decrease of $031.42 million or 118.39%. ~~For~~This ~~the three~~decrease ~~months ended March 31, 2006, our share of losses in Ripe Digital Entertainment~~ was ~~offset~~primarily byattributable ~~our~~to ~~share of income in Internet Broadcasting. For~~ the ~~three~~following ~~months ended March 31, 2005, our equity represented our share of income in IBS/HATV LLC.~~factors:

~~Net~~(i) ~~income. Net income~~a ~~was~~ $1326.01 million decrease in net non-political local and national advertising due to the ~~three~~economic ~~months~~downturn ~~ended~~impacting ~~March~~our ~~31,~~largest ~~2006~~markets, aswhich ~~compared to~~resulted ~~$13.1~~in ~~million~~declines in the ~~three~~automotive, ~~months~~financial, ~~ended~~retail, ~~March 31~~furniture, ~~2005~~movies, ahealth services and consumer packaged goods categories; (ii) an $8.8 million decrease ofin net political revenues; (iii) an $0.1 9 million ordecrease in net digital media revenues; partially offset by (iv) a $6.~~76%.~~1 ~~This~~million ~~decrease~~increase ~~was~~in ~~due~~retransmission consent revenue related to the ~~items~~renegotiated ~~discussed~~retransmission ~~above~~agreements.

~~Liquidity and Capital Resources~~17

~~As of March 31, 2006, our cash and cash equivalents balance was $128.5~~Table ~~million, as compared to $120.1 million as~~ of December 31, 2005, an increase of $8.4 million as compared to an increase of $6.8 million in the comparable period in the prior year. The change in cash and cash equivalents for the three months ended March 31, 2006 and 2005 were as follows:Contents

16Salaries, benefits and other operating costs. During the three months ended March 31, 2009, salaries, benefits and other operating costs (“SB&O”) were $94.1 million, as compared to $104.1 million in the three months ended March 31, 2008, a decrease of $9.9 million or 9.6%. This decrease was primarily due to:

	Three months ended March 31,						2006 v. 2005 $			2006 v. 2005 %
	2006			2005			Change			Change
	(Unaudited)
	(In thousands)
Net cash provided by operating activities	$	38,224		$	34,753		$	3,471		10.0	%
Net cash used for investing activities	$	(13,125	)	$	(8,061	)	$	5,064		62.8	%
Net cash used for financing activities	$	(16,696	)	$	(19,856	)	$	(3,160	)	-15.9	%
Cash and cash equivalents	$	128,468		$	99,044		$	29,424		29.7	%
Cash paid for:
Interest	6,790			6,160			630			10.2	%
Interest on Note payable to Capital Trust	2,438			2,438			0			0.0	%
Taxes, net of refunds	12,572			16,662			(4,090		)	-24.5	%
Dividends paid on common stock	(6,486		)	(6,500		)	(14		)	-0.2	%
Series A Common Stock repurchases	(798		)	(3,973		)	(3,175		)	-79.9	%

(i)	a decrease of $3.0 million in payroll expenses, primarily related to a decrease in news personnel in a non- election year and cost cutting efforts;
(ii)	$1.3 million in gains recognized as a result of the Nextel equipment exchange;
(iii)	a decrease of $1.1 million in news expense related to reduced demands in an off-election and non-Olympic year; and
(iv)	general cost cutting efforts.

~~Operating~~Amortization ~~Activities~~of program rights. Amortization of program rights was relatively flat at $18.6 million in the three months ended March 31, 2009, as compared to $18.7 million in the three months ended March 31, 2008.

~~Net~~Depreciation ~~cash~~and ~~provided~~amortization. Depreciation and byamortization ~~operating~~expense ~~activities~~ was $3813.2 8 million in the three months ended March 31, ~~2006~~ 2009, as compared to $3414.81 million in the three months ended March 31, ~~2005~~ 2008, ana ~~increase~~decrease of 3$0.52 million or 101.07%. ~~This~~ ~~increase~~Depreciation expense was ~~primarily~~$12.3 million ~~due~~in tothe anthree ~~increase~~months inended ~~our~~March 31, ~~net~~2009, ~~revenue~~as compared to $12.6 million in the ~~same~~three ~~period~~months inended ~~2005~~March 31, ~~and~~2007, ~~the~~a ~~timing~~decrease of ~~tax payments~~2.4%.

~~Investing~~Insurance settlement. As described above, in the ~~Activities~~three months ended March 31, 2008, the Company recognized an $11.5 million insurance settlement resulting from Hurricane Katrina as an offset to Station operating expenses.

~~Net~~Corporate, general ~~cash~~and ~~used~~administrative inexpenses. Corporate, ~~investing~~general ~~activities~~and administrative ~~was~~expenses were $138.1 9 million in the three months ended March 31, ~~2006~~ 2009, as compared to $8.17 million in the three months ended March 31, ~~2005~~ 2008, an increase of $50.12 million or ~~approximately~~ 621.89%. This increase iswas primarily due to ~~additional~~increased ~~investments in~~professional ~~Internet Broadcasting and USDTV in the three months ended March 31, 2006 equal to $6~~expenses.~~5 million in the aggregate.~~

~~For the year~~Interest ~~ending~~expense. Interest ~~December~~expense ~~31,~~was ~~2006, we have approved capital expenditures totaling approximately~~ $779.8 million in ~~property,~~the ~~plant~~three ~~and~~months ended ~~equipment~~March 31, ~~although~~2009, ~~we anticipate~~as ~~that~~compared ~~actual~~to ~~expenditures in 2006 may be less~~$12.9 ~~While~~million ~~the maintenance expenditures included~~ in ~~this~~the ~~total~~three ~~remain~~months ended ~~consistent~~March 31, ~~with the historical levels~~2008, ~~the~~a ~~high~~decrease ~~level~~ of ~~capital~~$3.1 ~~investment~~million ~~relates~~or to23.9%, ~~several~~due ~~special~~to lower ~~projects~~interest ~~as follows:~~rates.

~~(i)~~ Income tax expense. We recorded income tax benefit of $312.8 million onin ~~building~~the ~~projects~~three inmonths ~~Kansas~~ended ~~City~~March 31, ~~Missouri;~~2009, ~~Baltimore~~as compared to an expense of $4.3 million in the three months ended March 31, ~~Maryland;~~2008, a ~~Omaha~~decrease of $7.1 million. This decrease was primarily due to a decrease in income before income taxes from $15.7 million in the three months ended March 31, ~~Nebraska;~~2008 ~~and~~to ~~New~~a ~~York~~loss ~~City~~of $11.4 million in the three months ended March 31, ~~New~~2009 ~~York;~~offset in part by the impact of certain state tax laws enacted during the first quarter of 2009.

~~(ii) $15~~ The ~~million~~effective ontax ~~news~~rate ~~acquisition~~for ~~and~~the ~~editing~~three ~~equipment;~~months ended March 31, 2009 was 24.4% as compared to 27.3% for the three months ended March 31, 2008. For the three months ended March 31, 2009, the effective tax rate was primarily affected by certain changes in state tax laws that required the re-measurement of our deferred tax liabilities.

~~(iii)~~ Equity in loss of affiliates, net of tax. Equity in loss of affiliates, net of tax, was a loss of $50.7 million for the three months ended March 31, 2009, as compared to a loss of $1.4 million onfor ~~information~~the ~~technology~~three ~~projects;~~months ~~and~~ended March 31, 2008.

~~(iv)~~ Net income. Net loss was $9.3 million ~~for~~in ~~capital~~the ~~expenditures~~three ~~related~~months ended March 31, 2009, as compared to ~~damage~~an ~~caused~~income byof ~~Hurricane~~$10.0 ~~Katrina at~~million ~~our~~in ~~New~~the ~~Orleans~~three months ended March 31, 2008, ~~Louisiana~~a ~~station~~decrease of $19.4 million. This decrease was primarily due to the items described above.

~~From 1997 to March 31, 2006, we have invested~~Liquidity ~~approximately~~and ~~$68~~Capital ~~million in capital expenditures related to digital conversions, as mandated by the FCC.~~Resources

~~Financing~~As of March 31, 2009, the Company’s cash and cash equivalents balance was $8.3 million, as compared to $7.0 million as of December 31, 2008. The net increase in cash and cash equivalents of $1.3 million during the three months ended March 31, 2009 was due to the factors described below under Operating Activities, Investing Activities, and Financing Activities.

Net cash used in financing activities was $16.7 million in the three months ended March 31, 2006, as compared to $19.9 million in the three months ended March 31, 2005, a decrease of $3.2 million. This decrease was primarily due to:18

~~(i) the~~Table ~~redemption~~ of ~~$11.3 million of our preferred stock in January 2005; and~~Contents

(ii) the repurchase of $0.8 million of Series A common stock during the three months ended March 31, 2006 compared to $4.0 million in the three months ended March 31, 2005; offset by

	Three months ended March 31,
	2009			2008			$ Change			% Change
	(In thousands)
Net cash (used in) provided by operating activities	$	(1,864	)	$	44,007		$	(45,871	)	-104.2	%
Net cash used in investing activities	$	(3,694	)	$	(4,300	)	$	606		14.1	%
Net cash provided by (used in) financing activities	$	6,863		$	(32,937	)	$	39,800		120.8	%

Cash paid for:
Interest	$	6,932		$	8,731		$	(1,799	)	-20.6	%
Interest on Note payable to Capital Trust	$	—		$	2,438		$	(2,438	)	-100.0	%
Taxes, net of refunds	$	661		$	5,501		$	(4,840	)	-88.0	%
Purchase of property, plant and equipment, net	$	3,694		$	7,190		$	(3,496	)	-48.6	%
Dividends paid on common stock	$	6,585		$	6,569		$	16		0.2	%
Series A Common Stock repurchases	$	—		$	1,091		$	(1,091	)	-100.0	%

17Operating Activities

~~(iii) proceeds~~Net ~~from~~cash ~~stock~~used ~~option~~in ~~exercises~~operating ~~and employee~~activities ~~stock~~was ~~purchases of~~ $01.69 million in the three months ended March 31, ~~2006~~ 2009, as compared to net cash provided by operating activities of $144.90 million in the three months ended March 31, ~~2005;~~2008, ~~and~~a decrease of $45.9 million. This decrease was primarily due to:

(ivi) a $19.4 million decrease in net income; (ii) the ~~repurchase~~ receipt of $108.07 million of ~~our~~insurance ~~senior~~proceeds ~~notes~~for business interruption and to recover the incremental expenses incurred due ~~2018~~to Hurricane Katrina in ~~the~~2008; ~~three~~and ~~months ended~~(iii) ~~March~~lower 31levels of cash generated by accounts receivable in 2009 attributable to lower revenues and a higher portion of fourth quarter 2008 revenues derived from political advertising, ~~2006~~which is typically paid in cash in advance.

~~Credit~~Investing ~~Facility and Other Long Term Debt~~Activities

OnNet ~~April~~cash ~~15,~~used ~~2005,~~in weinvesting ~~entered~~activities ~~into~~was ~~a five year~~ $~~250~~ 3.7 million ~~credit~~in ~~facility with a consortium of banks led by JP Morgan Chase, Bank of America, Wachovia Bank, BNP Paribas and Harris Nesbitt (~~the ~~“Credit Facility”).~~three ~~The~~months ~~Credit~~ended ~~Facility can be used for general corporate purposes including working capital~~March 31, ~~investments~~2009, ~~acquisitions,~~as ~~debt~~compared ~~repayment~~to ~~and dividend payments~~$4.3 ~~The~~million ~~Credit~~in ~~Facility is a general unsecured obligation of~~ the ~~Company.~~three Wemonths ~~have~~ended ~~not borrowed under the Credit Facility as of~~ March 31, ~~2006~~2008. This change was primarily due to:

As of March 31, 2006, our long-term debt obligations, exclusive of capital lease obligations, were $767.1 million and our current maturities totaled $90 million. Our long-term debt obligations bear interest at a fixed rate. The Company’s credit ratings were BBB- by Standard & Poor’s and Fitch Ratings and Baa3 by Moody’s Investors Service, as of March 31, 2006. Such credit ratings are considered to be investment grade.

(i)	a decrease in capital expenditures to $3.7 million in the first three months of 2009 from $7.2 million in the three months ended March 31, 2008; and
(ii)	the receipt of $2.9 million of insurance proceeds on property losses resulting from Hurricane Katrina in the first quarter of 2008.

~~Our debt obligations contain certain financial and other covenants and~~Financing restrictions on the Company. Certain of the financial covenants include credit ratios such as leverage, interest coverage and consolidated net worth, but such covenants do not include any triggers explicitly tied to the Company’s credit ratings or stock price. We are in compliance with all such covenants and restrictions as of March 31, 2006.Activities

WeNet ~~anticipate that our primary sources of~~ cash, ~~which include current cash balances, cash~~ provided by ~~operating~~financing activities, ~~and amounts~~was ~~available~~$6.9 ~~under~~million ~~our~~in ~~Credit Facility, will be sufficient to finance~~ the three ~~operating~~months ~~and~~ended ~~working~~March 31, ~~capital requirements of our stations~~2009, as ~~well~~compared asto ~~our~~net ~~debt service~~cash ~~requirements,~~used ~~anticipated~~in ~~capital~~financing activities ~~expenditures,~~of ~~and~~$32.9 ~~other~~million ~~obligations of~~in the ~~Company~~three ~~for~~months ~~the~~ended ~~next~~March 31, 122008. ~~months~~This change ~~and~~was ~~the~~primarily ~~foreseeable~~due ~~future thereafter.~~to:

~~Forward-Looking~~(i) repayment of ~~Statements~~$27.0 million on our credit facility in the first quarter of 2008; and

~~This~~(ii) borrowings of ~~report includes or incorporates forward-looking statements~~$13.0 Wemillion ~~base these forward-looking statements~~ on our ~~current~~credit ~~expectations~~facility and projections about future events. These forward looking statements generally can be identified by the use of words or phrases such as “anticipate”, “will”, “may”, “likely”, “plan”, “believe”, “expect”, “intend”, “project”, “forecast” or other such similar words and/or phrases. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the ~~Private Securities~~first ~~Litigation~~quarter ~~Reform Act~~ of ~~1995~~2009. The forward-looking statements contained in this report, concerning, among other things, trends and projections involving revenue, income, earnings, cash flow, liquidity, operating expenses, assets, liabilities, capital expenditures, dividends and capital structure, involve risks and uncertainties, and are subject to change based on various important factors. Those factors include the impact on our operations from

~~• Changes~~Credit inFacility ~~Federal regulation~~and ofOther ~~broadcasting,~~Long ~~including~~Term ~~changes in Federal communications laws or regulations;~~Debt

~~• Local~~As ~~regulatory actions~~of ~~and~~March 31, ~~conditions~~2009, inour total long-term debt obligations including the ~~areas~~credit infacility ~~which~~were ~~our~~$804.1 ~~stations~~million. ~~operate;~~Our current debt maturities totaled $90.0 million of that amount.

~~• Competition in the broadcast television markets we serve;~~19

~~• Our ability to~~Table ~~obtain~~of ~~quality programming for our television stations;~~Contents

• Successful integration of television stations we acquire;

	March 31, 2009			December 31, 2008
	(Unaudited)
Revolving credit facility	$	342,000		$	329,000
Senior notes	282,110			282,110
Private placement debt	180,000			180,000
Total debt	804,110			791,110
Less: Current maturities	(90,000		)	(90,000		)

Total long-term debt	$	714,110		$	701,110

~~• Pricing~~The Company has a $500 million five-year unsecured revolving credit ~~fluctuations~~facility, inwhich ~~local~~matures on April 15, 2010. The credit facility can be used for general corporate purposes including working capital, investments, acquisitions, debt repayment and ~~national~~dividend ~~advertising;~~payments. Outstanding principal balances under the credit facility bear interest at our option at LIBOR or the alternate base rate (“ABR”), plus the applicable margin. The applicable margin for ABR loans is zero. The applicable margin for LIBOR loans varies between 0.50% and 1.00% depending on the ratio of our total debt to earnings before interest, taxes, depreciation and amortization as defined by the credit agreement (the “Leverage Ratio”). The ABR is the greater of (i) the prime rate or (ii) the Federal Funds Effective Rate in effect plus 0.5%. We are required to pay a commitment fee based on the unused portion of the credit facility. The commitment fee ranges from 0.15% to 0.25% depending on our Leverage Ratio. The credit facility is a general unsecured obligation of the Company. We have borrowed $342.0 million under the credit facility as of March 31, 2009.

~~• Changes~~The Senior Notes, which are unsecured obligations, consist of $166.0 million principal amount of 7.0% senior notes due 2018 and $116.1 million principal amount of 7.5% senior notes due 2027. The Senior Notes were initially issued in ~~national~~November 1997 and January 1998 in aggregate principal amounts of $200.0 million and ~~regional~~$175.0 ~~economies;~~million, respectively.

~~• Changes~~The Private Placement Debt consists of $180.0 million in senior, unsecured notes, ~~advertising~~which ~~trends~~bear ~~and~~interest ~~our~~at ~~advertisers’~~7.18% ~~financial~~per ~~condition;~~year. The third of five mandatory $90.0 million annual payment installments was made on December 15, 2008. The fourth mandatory $90 million payment is due December 15, 2009 and the fifth and final mandatory $90 million payment is due December 15, 2010. These long-term debt obligations bear interest at a fixed rate. The Private Placement Debt was initially issued in an aggregate principal amount of $450.0 million in connection with the January 1999 acquisition of KCRA-TV (Sacramento).

~~• Volatility~~Our debt obligations contain certain financial and other covenants and restrictions on the Company. Certain of the financial covenants include credit ratios such as leverage and interest coverage, and threshold tests such as consolidated net worth, but such covenants do not include any triggers explicitly tied to the Company’s credit ratings or stock price. We are in ~~programming~~compliance ~~costs~~with all such covenants and restrictions as of March 31, 2009. However, technical covenant compliance in the future could be negatively impacted if volatility in the U.S. credit markets persist and/or economic and industry ~~consolidation~~conditions continue to deteriorate or do not improve, ~~technological~~and ~~developments~~would therefore require additional corrective action by the Company and/or amendment or replacement of certain existing agreements. We are currently evaluating various financing alternatives available to the Company. Such alternatives may include accessing one or more capital markets, including bank credit facilities, public bond offerings, private placements or such other markets as may be deemed appropriate. The cost and terms of any ~~major~~such ~~world~~financings ~~events~~could be impacted, positively or negatively, pending the outcome of the proposed Offer, if commenced; and/or by any explicit involvement by Hearst. The purpose of such financing, or financings, if completed, would be to provide liquidity to the Company, repay or refinance the $90 million payment on our private placement debt due December 2009, and to repay or refinance the current revolving credit facility which matures April 2010.

18Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~For~~As ~~a discussion~~ of ~~additional~~ ~~risk~~March 31, ~~factors that are particular to our business~~2009, ~~please refer to~~ the ~~Risk~~Company ~~Factors~~was ~~section~~not ofinvolved ~~our~~in ~~Annual Report on Form 10-K for the fiscal year~~any ~~ended~~derivative ~~December~~financial ~~31, 2005~~instruments. ~~These and other matters we discuss in this report~~ However, ~~or in~~ the ~~documents~~Company ~~we incorporate by reference into this report,~~ may ~~cause~~consider ~~actual results~~certain ~~to differ from those we describe. We undertake no obligation to update or revise any forward~~interest-~~looking~~rate ~~statements,~~risk ~~whether as a result of new~~strategies ~~information,~~in ~~future~~the ~~events or otherwise~~future.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~20

AsTable of ~~March 31, 2006, the Company was not involved in any derivative financial instruments. However, the Company may consider certain interest-rate risk strategies in the future.~~Contents

As of March 31, ~~2006~~2009, we dohave ~~not~~borrowed ~~have~~$342.0 million ~~any~~under ~~outstanding~~our credit facility, which loan bears interest at LIBOR plus the ~~floating~~applicable ~~rate~~margin. The applicable margin on LIBOR loans varies between 0.50% and 1.00% depending on the ratio of total debt to earnings before interest, taxes, depreciation and amortization as defined by the credit agreement.

Item 4. Controls and Procedures

The Company’s management performed an evaluation under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the disclosure controls and procedures (as that term is defined in Exchange Act Rule 13a-15(e)) as of the end of the fiscal quarter ended March 31, ~~2006~~2009. Based on on that evaluation, and as of the end of the quarter for which this report is made, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective. Our management, including the CEO and CFO, performed an evaluation of any changes that occurred in our internal control over financial reporting (as that term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter ended March 31, ~~2006~~2009. That evaluation did not identify any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Other Information

Item 21. ~~Unregistered Sales~~ ofLegal ~~Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities~~Proceedings.

~~Purchase~~The ofinformation ~~Equity~~presented in ~~Securities~~Note by12 of the ~~Issuer and~~“Notes ~~Affiliated~~to ~~Purchasers.~~Condensed ~~The~~Consolidated ~~following~~Financial ~~table~~Statements” under ~~reflects~~the ~~purchases~~caption of“Legal ~~our~~Matters” ~~Series~~is Aincorporated ~~Common~~herein ~~Stock made~~ by ~~Hearst~~reference, ~~Broadcasting during~~pursuant ~~the~~to ~~three months ended March 31, 2006:~~Rule 12b-23.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Program	(d) Maximum Number of Shares that May Yet Be Purchased Under the Program
January 1 – January 31	413,100	$	23.88	413,100	4,222,026
February 1 – February 28	98,600	$	26.50	98,600	4,123,426
March 1 – March 31	366,850	$	22.88	366,850	3,756,576
Total	878,550	$	23.75	878,550

Item 1A. Risk Factors.

~~(1) On~~In ~~September~~addition ~~28,~~to ~~2005~~the other information set forth in this report, ~~Hearst~~you ~~increased~~should carefully consider the ~~Hearst~~factors ~~Broadcasting’s~~discussed ~~authorization~~in toPart I, ~~purchase~~“Item 1A. ~~the~~Risk ~~Company’s~~Factors” ~~Series~~of Athe ~~Common~~2008 ~~Stock~~10-K, ~~from~~which 20could ~~million~~materially toaffect 25our ~~million~~business, ~~shares~~financial condition or future results. ~~Hearst~~The ~~may~~risks ~~effect~~described ~~such~~in ~~purchases~~the 2008 10-K are not the only risks ~~from~~facing ~~time~~us. toAdditional ~~time~~risks inand ~~the~~uncertainties ~~open~~not ~~market~~currently orknown into ~~private~~us ~~transactions,~~or ~~subject~~that we currently deem to be immaterial also may materially adversely affect our ~~market~~business, ~~conditions~~financial condition and/or ~~management’s~~operating ~~discretion~~results. There have been no material changes or additions to the risk factors disclosed in the 2008 10-K, except for the following:

AsThe Market ofPrice ~~March 31, 2006, Hearst owned approximately 48.6%~~ of ~~the~~our ~~Company’s outstanding Series A~~ Common Stock ~~and~~Has ~~100%~~Been, ofand ~~the~~May ~~Company’s~~Continue ~~Series~~to BBe, ~~Common~~Materially ~~Stock~~Affected ~~representing~~by in the ~~aggregate~~Proposed ~~approximately~~Tender ~~71.5% of our common stock.~~Offer

The ~~following~~current ~~table~~market price of our common stock may reflect, among other things, the anticipated commencement and completion of the proposed tender offer (the “Offer”). The current market price is considerably higher than the price before the proposed Offer was announced on March 25, 2009. To the extent that the current market price of our common stock reflects ~~purchases~~market ~~made~~assumptions bythat the proposed Offer will be commenced and completed, it is possible that the price of our common stock could decline if these market assumptions are not realized. However, there can be no assurance in this regard or as to any other forward-looking statements or matters relating to our stock price or otherwise, which are subject to numerous uncertainties and matters beyond the control of the Company. In addition, please note that if and when the proposed Offer is commenced, the Company will publish a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the requirements of ~~its~~the Securities Exchange ~~Series~~Act Aof ~~Common~~1934, ~~Stock~~which ~~during~~will contain the ~~three~~recommendation ~~months~~of ~~ended~~the ~~March~~Special 31Committee with respect to the Offer. The statements in this report are not a solicitation or recommendation of the Company to its shareholders in connection with the proposed Offer, ~~2006~~and shareholders should carefully review the Solicitation/Recommendation Statement when it is published before making any decision as to the Offer.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Program	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1 – January 31	—	—		—
February 1 – February 28	10,500	$	23.91	10,500	$	198,714,775
March 1 – March 31	22,950	$	23.83	22,950	$	198,691,825
Total	33,450	$	23.86	33,450

We may also be subject to additional risks, whether or not the Offer is commenced or completed, including:

~~(1) In~~· ~~May~~our ~~1998,~~management ~~the~~having ~~Company’s~~spent ~~Board~~a significant amount of ~~Directors authorized~~their time and efforts directed toward the ~~repurchase~~proposed ofOffer, upwhich totime ~~$300~~and ~~million~~efforts ofotherwise ~~its~~would ~~outstanding~~have ~~Series~~been ~~A Common~~spent ~~Stock.~~on ~~Such~~our ~~purchases~~business ~~may~~and beother ~~effected~~opportunities ~~from~~that ~~time~~could have been beneficial to ~~time~~us; in· ~~the~~costs ~~open market~~relating orto inthe ~~private~~proposed ~~transactions~~Offer, ~~subject~~such toas ~~market~~legal, ~~conditions~~financial, and ~~management’s discretion.~~accounting Asfees, much of ~~March~~which ~~31,~~must ~~2006,~~be paid regardless of whether the ~~Company~~proposed ~~has~~Offer ~~spent~~is ~~approximately~~completed; ~~$108.8 million~~· uncertainties relating to ~~repurchase~~the ~~approximately~~proposed ~~4.4~~Offer ~~million~~may ~~shares~~adversely ofaffect ~~Series~~our Arelationships ~~Common~~with ~~Stock at~~our anemployees, ~~average~~vendors, ~~price~~customers ofand ~~$24.96.~~other ~~There~~key ~~can~~constituencies; beand no· ~~assurance~~the ~~that~~outcome ~~such~~of ~~repurchases will~~the ~~occur~~pending inlitigation ~~the~~that ~~future~~has orbeen instituted against us, ifor ~~they~~new dolitigation ~~occur~~that may be instituted against us, ~~what~~our board of directors and others relating to the ~~terms~~proposed Offer or any settlement of such ~~repurchases~~ ~~will~~litigation beor judicial actions.

2021

~~Item~~Table 6.of ~~Exhibits~~Contents

~~(a)~~Accordingly, ~~Exhibits:~~investors should not place undue reliance on the occurrence of the proposed Offer. The realization of any of these risks may materially adversely affect our business, financial condition, results of operations or the market price of our common stock.

~~31.1 Certification~~We May be ofUnable ~~Chief~~to ~~Executive~~Obtain ~~Officer~~Additional ~~pursuant~~or toReplacement ~~Rule~~Financing ~~13a-14(a)~~on ~~under~~Favorable ~~the~~Terms ~~Securities~~if ~~Exchange~~Explicit ~~Act~~Support offrom ~~1934,~~Hearst asis ~~amended~~Not Available.

~~31.2 Certification~~ The Company has a number of ~~Chief~~debt ~~Financial~~obligations ~~Officer~~that ~~pursuant~~are due tofor ~~Rule~~payment ~~13a-14~~within the next 12 months including our $500 million revolving credit facility (amaturing on April 15, 2010) under which we have borrowings of $342.0 million as of March 31, 2009, and the ~~Securities~~Private ~~Exchange~~Placement ~~Act~~Debt, for which a $90 million payment is due December 15, 2009. We are currently evaluating various financing alternatives available to the Company. At the present time, advertising-supported media companies, particularly those in broadcasting like the Company, are out of ~~1934~~favor in the various debt and equity capital markets. Our efforts to pursue such financing alternatives may be adversely affected if Hearst is unwilling or unable to provide explicit assistance due to the pendency of the proposed Offer and/or any other factors. If Hearst is unwilling or unable to provide us such assistance, we may be unable to obtain new financing on as ~~amended~~favorable terms.

~~32.1 Certification~~Uncertainties ofAssociated ~~Chief~~with ~~Executive~~the ~~Officer~~Proposed ~~and~~Offer ~~Chief~~May Cause ~~Financial~~a ~~Officer~~Loss ~~pursuant~~of toEmployees 18and ~~U.S.C.~~May Otherwise ~~Section~~Materially ~~1350,~~Adversely asAffect ~~adopted~~our ~~pursuant~~Business ~~to Section 906 of the Sarbanes-Oxley Act of 2002~~Operations.

21Our future results of operations will depend in part upon our ability to retain existing highly skilled and qualified employees and to attract new employees. The failure to continue to attract and retain such individuals could materially adversely affect our ability to compete. In addition, current and prospective employees may experience uncertainty about their roles if the proposed Offer is commenced and completed. This uncertainty may materially adversely affect our ability to attract and retain key management, sales, marketing, and other personnel. An inability to retain key personnel could have an adverse effect on our ability to operate the business as a stand-alone enterprise in the event the proposed Offer is not consummated.

~~SIGNATURES~~Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

~~Pursuant~~Purchase of toEquity ~~the~~Securities ~~requirements~~by of the ~~Securities~~Issuer ~~Exchange~~and ~~Act~~Affiliated ofPurchasers. The ~~1934, the~~following ~~registrant~~table ~~has~~reflects ~~duly~~purchases ~~caused~~of ~~this~~our ~~report~~Series A Common toStock bemade ~~signed~~by onHearst ~~its~~Broadcasting ~~behalf~~during by the ~~undersigned~~ ~~thereunto~~three ~~duly~~months ~~authorized.~~ended March 31, 2009:

	HEARST-ARGYLE TELEVISION, INC.
Period		Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares that May Yet Be Purchased Under the Program
	By:	/s/ JONATHAN C. MINTZER
January 1 - January 31		0		N/A	0
		Name: Jonathan C. Mintzer Title: Vice President, General Counsel and Secretary
February 1 - February 28		0		N/A	0
	Dated:		May 3, 2006
March 1 - March 31		0		N/A	0	0	(1)
Total		0		N/A	0

Name	Title	Date
/s/ HARRY T. HAWKS	Executive Vice President	May 3, 2006
Harry T. Hawks	and Chief Financial Officer (Principal Financial Officer)
/s/ LYDIA G. BROWN	Corporate Controller	May 3, 2006
Lydia G. Brown	(Principal Accounting Officer)

(1) As of August 6, 2008 Hearst reached the limit of the eight million share purchase authorization its Board of Directors approved on December 6, 2007 in order to increase its ownership percentage to approximately 82% to permit us to be consolidated with Hearst for federal income tax purposes. Previously, Hearst had authorized the purchase of up to 25 million shares of our Series A Common Stock.

22As of December 31, 2008, Hearst beneficially owned approximately 67.1% of the Company’s outstanding Series A Common Stock and 100% of the Company’s outstanding Series B Common Stock, representing in the aggregate approximately 82% of our outstanding common stock.

The following table reflects purchases made by the Company of its Series A Common Stock during the three months ended March 31, 2009.

Table of Contents

Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1 - January 31	0	N/A	0
February 1 - February 28	0	N/A	0
March 1 - March 31	0	N/A	0	$	182,852,123	(1)
Total	0	N/A	0

(1) In May 1998, the Company’s Board of Directors authorized the repurchase of up to $300 million of its outstanding Series A Common Stock. Such purchases may be effected from time to time in the open market or in private transactions, subject to market conditions and management’s discretion. Between May 1998 and March 31, 2009, the Company repurchased approximately 4.8 million shares of Series A Common Stock at a cost of approximately $117.1 million and an average price of $24.54. There can be no assurance that such repurchases will occur in the future or, if they do occur, what the terms of such repurchases will be.

Table of Contents

Item 6. Exhibits

(a) Exhibits:

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HEARST-ARGYLE TELEVISION, INC.


By:	/S/ JONATHAN C. MINTZER
	Name:		Jonathan C. Mintzer
	Title:		Vice President, General Counsel and Secretary


Dated:		April 29, 2009

Name	Title	Date

/S/ HARRY T. HAWKS	Executive Vice President and Chief	April 29 , 2009
Harry T. Hawks	Financial Officer
	(Principal Financial Officer)


/S/ LYDIA G. BROWN	Corporate Controller	April 29, 2009
Lydia G. Brown	(Principal Accounting Officer)

Name

Title

Date

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