UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, ~~2009~~2013

Commission file number: 001-31311	~~Commission file number: 000-25206~~	Commission file number: 000-25206
	LIN Television
LIN TV Corp.		LIN Television Corporation
LIN TV Corp.	Corporation
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
(Exact name of registrant as	(Exact name of registrant as
Delaware		Delaware
specified in its charter)	specified in its charter)
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
Delaware	Delaware
05-0501252		13-3581627
(State or other jurisdiction of	(State or other jurisdiction of
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
incorporation or organization)	incorporation or organization)
05-0501252	13-3581627
(I.R.S. Employer	(I.R.S. Employer
Identification No.)	Identification No.)

~~Four Richmond~~One ~~Square~~West Exchange Street, Suite ~~200~~ 5A, Providence, Rhode Island ~~02906~~02903

(Address of principal executive offices)

(401) 454-2880

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer £o Accelerated filer Rx Non-accelerated filer £o Smaller reporting company £o (Do not check if a smaller reporting company)

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

This combined Form 10-Q is separately filed by (i) LIN TV Corp. and (ii) LIN Television Corporation. LIN Television Corporation meets the conditions set forth in general instruction H (1) (a) and (b) of Form 10-Q and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.

LIN TV Corp. Class A common stock, $0.01 par value, outstanding atas ~~August~~of 3July 30, ~~2009~~2013: 27 33,~~875~~471,~~916~~856 shares.

LIN TV Corp. Class B common stock, $0.01 par value, outstanding atas ~~August~~of 3July 30, ~~2009~~2013: 23 20,~~502~~901,~~059~~726 shares.

LIN TV Corp. Class C common stock, $0.01 par value, outstanding atas ~~August~~of 3July 30, ~~2009~~2013: 2 shares.

LIN Television Corporation common stock, $0.01 par value, outstanding atas ~~August~~of 3July 30, ~~2009~~ 2013: 1,000 shares.

Table of Contents

EXPLANATORY NOTE

On July 30, 2013, LIN TV Corp. (“LIN TV”), completed its merger with and into LIN Media LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV (“LIN LLC”), with LIN LLC as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement was previously announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013. LIN LLC had not commenced operations and had no assets or liabilities as of June 30, 2013.

LIN LLC filed a Current Report on Form 8-K on July 31, 2013 (the “Form 8-K”) for the purpose of establishing LIN LLC as the successor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the Merger. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor issuer to LIN TV, were deemed registered under Section 12(b) of the Exchange Act. References to LIN TV in this Quarterly Report on Form 10-Q that include any period at and after the effectiveness of the Merger shall be deemed to refer to LIN LLC. For more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

Table of Contents

Part I. Financial Information
Item 1. Unaudited Consolidated Financial Statements of LIN TV Corp.
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Stockholders’ Equity and Comprehensive Income	5
Consolidated Statements of Cash Flows	6
Notes to Unaudited Consolidated Financial Statements (See separate index for financial statements of LIN Television Corporation)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	35
Item 4. Controls and Procedures	35
Part II. Other Information
Item 1. Legal Proceedings	36
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3. Defaults Upon Senior Securities	36
Item 4. Submission of Matters to a Vote of Security Holders	36
Item 5. Other Information	37
Item 6. Exhibits	37
Signature Page	38

Table of Contents

Part I. Financial Information

Item 1. Unaudited Consolidated Financial Statements of LIN TV Corp.	3

Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Stockholders’ Deficit	6
Consolidated Statements of Cash Flows	8
Notes to Unaudited Consolidated Financial Statements (See separate index for Financial Statements of LIN Television Corporation)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures about Market Risk	39
Item 4. Controls and Procedures	39

Part II. Other Information

Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults Upon Senior Securities	40
Item 4. Mine Safety Disclosure	40
Item 5. Other Information	40
Item 6. Exhibits	41
Signature Page	42

Table of Contents

Part I. Financial Information
Item 1. Financial Statements
LIN TV Corp.
Consolidated Balance Sheets
(unaudited)
	June 30,			December 31,
	2009			2008
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	19,050			20,106
Accounts receivable, less allowance for doubtful accounts (2009 - $2,849; 2008 - $2,761)		61,258			68,277
Program rights		2,631			3,311
Assets held for sale		-			430
Other current assets		5,781			5,045
Total current assets		88,720			97,169
Property and equipment, net		172,258			180,679
Deferred financing costs		6,220			8,511
Program rights		2,326			3,422
Goodwill		114,486			117,159
Broadcast licenses and other intangible assets, net		392,880			430,142
Assets held for sale		-			8,872
Other assets		4,867			6,512
Equity investments		128			128
Total assets	$	781,885		$	852,594
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	15,900		$	15,900
Accounts payable		6,099			7,988
Accrued expenses		41,139			56,701
Program obligations		11,026			10,109
Liabilities held for sale		-			429
Total current liabilities		74,164			91,127
Long-term debt, excluding current portion		675,539			727,453
Deferred income taxes, net		151,619			141,702
Program obligations		3,262			5,336
Liabilities held for sale		-			343
Other liabilities		65,128			68,883
Total liabilities		969,712			1,034,844
Stockholders' equity:
Class A common stock, $0.01 par value, 100,000,000 shares authorized,
Issued: 29,684,218 and 29,733,672 shares at June 30, 2009 and December 31, 2008, respectively
Outstanding: 27,877,790 and 27,927,244 shares at June 30, 2009 and December 31, 2008, respectively		294			294
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 23,502,059 shares at June 30, 2009 and December 31, 2008, issued and outstanding; convertible into an equal number of shares of Class A or Class C common stock		235			235
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares at June 30, 2009 and December 31, 2008, respectively, issued and outstanding; convertible into an equal number of shares of Class A common stock		-			-
Treasury stock, 1,806,428 shares of Class A common stock at June 30, 2009 and December 31, 2008, at cost		(18,005	)		(18,005	)
Additional paid-in capital		1,103,257			1,101,919
Accumulated deficit		(1,239,864	)		(1,239,090	)
Accumulated other comprehensive loss		(33,744	)		(34,634	)
Total stockholders' deficit		(187,827	)		(189,281	)
Preferred stock of Banks Broadcasting, Inc.		-			7,031
Total deficit		(187,827	)		(182,250	)
Total liabilities, preferred stock and stockholders' deficit	$	781,885		$	852,594
The accompanying notes are an integral part of the unaudited consolidated financial statements.

Part I. Financial Information

3Item 1. Unaudited Consolidated Financial Statements

~~Table~~LIN ofTV ~~Contents~~Corp.

LIN TV Corp.
Consolidated Statements of Operations
(unaudited)
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
	(in thousands, except share data)
Net revenues	$	82,517		$	103,703		$	156,992		$	196,767
Operating costs and expenses:
Direct operating		26,533			29,623			53,448			59,689
Selling, general and administrative		24,746			28,261			50,362			56,836
Amortization of program rights		5,572			5,588			11,904			11,764
Corporate		4,569			6,209			8,987			11,239
Depreciation		7,448			7,368			15,574			14,817
Amortization of intangible assets		20			91			40			184
Impairment of goodwill and broadcast licenses		39,894			296,972			39,894			296,972
Restructuring charge		498			-			498			-
Gain from asset dispositions		(949	)		(471	)		(2,658	)		(370	)
Operating loss		(25,814	)		(269,938	)		(21,057	)		(254,364	)
Other expense (income):
Interest expense, net		10,133			13,922			21,055			28,313
Share of expense (income) in equity investments		-			252			-			(199	)
Gain on derivative instruments		(225	)		-			(5	)		(375	)
Loss (income) on extinguishment of debt		-			3,604			(50,149	)		3,704
Other, net		(208	)		(488	)		61			(39	)
Total other expense (income), net		9,700			17,290			(29,038	)		31,404
(Loss) income from continuing operations before provision for income taxes		(35,514	)		(287,228	)		7,981			(285,768	)
(Benefit from) provision for income taxes		(10,180	)		(71,469	)		8,309			(70,884	)
Loss from continuing operations		(25,334	)		(215,759	)		(328	)		(214,884	)
Discontinued operations:
(Loss) income from discontinued operations, net of gain from the sale of discontinued operations of $11 for the three and six months ended June 30, 2009, respectively, and net of provision for income taxes of $31 and $80 for the three months ended June 30, 2009 and 2008, respectively, and net of (benefit from) provision for income taxes of $(628) and $141 for the six months ended June 30, 2009 and 2008, respectively		(162	)		(208	)		(446	)		380
Net loss	$	(25,496	)	$	(215,967	)	$	(774	)	$	(214,504	)
Basic loss per common share:
Loss from continuing operations	$	(0.50	)	$	(4.26	)	$	(0.01	)	$	(4.24	)
(Loss) income from discontinued operations, net of tax		-			-			(0.01	)		0.01
Net loss	$	(0.50	)	$	(4.26	)	$	(0.02	)	$	(4.23	)
Weighted - average number of common shares outstanding
used in calculating basic loss per common share		51,128			50,664			51,103			50,718
Diluted loss per common share:
Loss from continuing operations	$	(0.50	)	$	(4.26	)	$	(0.01	)	$	(4.24	)
(Loss) income from discontinued operations, net of tax		-			-			(0.01	)		0.01
Net loss	$	(0.50	)	$	(4.26	)	$	(0.02	)	$	(4.23	)
Weighted - average number of common shares outstanding
used in calculating diluted loss per common share		51,128			50,664			51,103			50,718
The accompanying notes are an integral part of the unaudited consolidated financial statements.

Consolidated Balance Sheets

4(unaudited)

Table of Contents

	June 30, 2013			December 31, 2012
	(in thousands, except share data)

ASSETS
Current assets:
Cash and cash equivalents	$	19,799		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013 - $3,858; 2012 - $3,599)	132,942			126,150
Deferred income tax assets	389			—
Other current assets	7,355			6,863
Total current assets	160,485			179,320
Property and equipment, net	232,204			241,926
Deferred financing costs	18,064			19,135
Goodwill	202,998			192,079
Broadcast licenses, net	536,515			536,515
Other intangible assets, net	57,371			59,554
Other assets	14,197			12,885
Total assets (a)	$	1,221,834		$	1,241,414

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	14,028		$	10,756
Accounts payable	16,254			18,955
Income taxes payable	160,284			766
Accrued expenses	58,106			153,246
Deferred income tax liabilities	—			168,219
Program obligations	8,989			10,770
Total current liabilities	257,661			362,712
Long-term debt, excluding current portion	930,910			879,471
Deferred income tax liabilities	51,750			40,556
Program obligations	4,073			4,281
Other liabilities	40,925			42,716
Total liabilities (a)	1,285,319			1,329,736

Commitments and Contingencies (Note 11)

Redeemable noncontrolling interest	13,846			3,242

LIN TV Corp. stockholders’ deficit:
Class A common stock, $0.01 par value, 100,000,000 shares authorized, Issued: 38,431,316 and 35,672,528 shares as of June 30, 2013 and December 31, 2012, respectively Outstanding: 33,483,657 and 30,724,869 shares as of June 30, 2013 and December 31, 2012, respectively	316			313
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of June 30, 2013 and December 31, 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A or class C common stock	235			235
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares as of June 30, 2013 and December 31, 2012, issued and outstanding; convertible into an equal number of shares of class A common stock	—			—
Treasury stock, 4,947,659 shares of class A common stock as of June 30, 2013 and December 31, 2012, at cost	(21,984		)	(21,984		)
Additional paid-in capital	1,136,784			1,129,691
Accumulated deficit	(1,157,816		)	(1,164,435		)
Accumulated other comprehensive loss	(34,866		)	(35,384		)
Total stockholders’ deficit	(77,331		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit	$	1,221,834		$	1,241,414

LIN TV Corp.
Consolidated Statements of Stockholders' Equity and Comprehensive Income
(unaudited)
(in thousands, except share data)
				Common Stock						Treasury Stock (at cost)			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit			Preferred Stock of Banks Broadcasting			Comprehensive Income
				Class A		Class B		Class C
	Total Deficit			Amount		Amount		Amount
Balance at December 31, 2008	$	(182,250	)	$	294	$	235	$	-	$	(18,005	)	$	1,101,919	$	(1,239,090	)	$	(34,634	)	$	(189,281	)	$	7,031		$
Amortization of prior service cost, net of tax of $6		9			-		-		-		-			-		-			9			9			-			9
Amortization of net loss on pension plan assets, net of tax of $33		50			-		-		-		-			-		-			50			50			-			50
Unrealized loss on cash flow hedge, net of tax of $552		831			-		-		-		-			-		-			831			831			-			831
Stock-based compensation, continuing operations		1,338			-		-		-		-			1,338		-			-			1,338			-
Distribution to minority shareholders		(2,644	)		-		-		-		-			-		-			-			-			(2,644	)
Net loss		(5,161	)		-		-		-		-			-		(774	)		-			(774	)		(4,387	)		(774	)
Comprehensive income - June 30, 2009																											$	116
Balance at June 30, 2009	$	(187,827	)	$	294	$	235	$	-	$	(18,005	)	$	1,103,257	$	(1,239,864	)	$	(33,744	)	$	(187,827	)	$	-
The accompanying notes are an integral part of the unaudited consolidated financial statements

The accompanying notes are an integral part of the unaudited consolidated financial statements.

(a) Our consolidated assets as of June 30, 2013 and December 31, 2012 include total assets of: $61,614 and $60,380, respectively, of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. These assets include broadcast licenses and other intangible assets of: $45,870 and $46,604 and program rights of: $2,680 and $2,060 as of June 30, 2013 and December 31, 2012, respectively. Our consolidated liabilities as of June 30, 2013 and December 31, 2012 include $5,999 and $5,440, respectively, of total liabilities of the VIEs for which the VIEs’ creditors have no recourse to the Company, including $3,802 and $4,152, respectively, of program obligations. See further description in Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies.”

~~Table of Contents~~3

LIN TV Corp.
Consolidated Statements of Cash Flows
(unaudited)
	Six Months Ended June 30,
	2009			2008
	(in thousands)
OPERATING ACTIVITIES:
Net loss	$	(774	)	$	(214,504	)
Loss (income) from discontinued operations		446			(380	)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation		15,574			14,817
Amortization of intangible assets		40			184
Impairment of goodwill, broadcast licenses and broadcast equipment		39,894			296,972
Amortization of financing costs and note discounts		1,832			3,699
Amortization of program rights		11,904			11,764
Program payments		(11,752	)		(13,751	)
(Gain) loss on extinguishment of debt		(50,149	)		3,704
Gain on derivative instruments		(5	)		(375	)
Share of income in equity investments		-			(199	)
Deferred income taxes, net		8,699			(71,491	)
Stock-based compensation		1,338			2,744
Gain from asset dispositions		(2,658	)		(370	)
Other, net		2,109			813
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		7,019			9,854
Other assets		(1,168	)		(1,859	)
Accounts payable		(1,889	)		(6,389	)
Accrued interest expense		(994	)		(293	)
Other accrued expenses		(18,854	)		(5,519	)
Net cash provided by operating activities, continuing operations		612			29,421
Net cash used in operating activities, discontinued operations		(101	)		(1,192	)
Net cash provided by operating activities		511			28,229
INVESTING ACTIVITIES:
Capital expenditures		(3,493	)		(8,176	)
Distributions from equity investments		-			1,019
Other investments, net		-			(100	)
Net cash used in investing activities, continuing operations		(3,493	)		(7,257	)
Net cash provided by (used in) investing activities, discontinued operations		5,875			(686	)
Net cash provided by investing activities		2,382			(7,943	)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances		-			991
Proceeds from borrowings on long-term debt		78,000			100,000
Principal payments on long-term debt		(79,305	)		(152,550	)
Net cash used in financing activities, continuing operations		(1,305	)		(51,559	)
Net cash used in financing activities, discontinued operations		(2,644	)		-
Net cash used in financing activities		(3,949	)		(51,559	)
Net decrease in cash and cash equivalents		(1,056	)		(31,273	)
Cash and cash equivalents at the beginning of the period		20,106			40,031
Cash and cash equivalents at the end of the period	$	19,050		$	8,758
The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

6LIN TV Corp.

~~Table~~Consolidated Statements of ~~Contents~~Operations

~~LIN TV Corp.~~(unaudited)

Notes to Unaudited Consolidated Financial Statements

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands, except per share data)

Net revenues	$	164,346		$	121,016		$	305,338		$	224,216

Operating expenses:
Direct operating	63,623			37,245			118,191			72,402
Selling, general and administrative	40,040			28,043			77,338			56,426
Amortization of program rights	7,152			5,381			14,937			10,600
Corporate	9,094			8,219			19,365			14,965
Depreciation	11,320			6,651			22,958			13,410
Amortization of intangible assets	5,723			478			11,152			955
Restructuring charge	391			—			2,523			—
Loss from asset dispositions	87			4			182			3
Operating income	26,916			34,995			38,692			55,455

Other expense:
Interest expense, net	14,428			9,266			28,299			19,636
Share of loss in equity investments	25			62			25			153
Loss on extinguishment of debt	—			—			—			2,099
Other expense, net	84			101			60			88
Total other expense, net	14,537			9,429			28,384			21,976

Income before provision for income taxes	12,379			25,566			10,308			33,479
Provision for income taxes	5,210			10,109			4,159			12,907
Income from continuing operations	7,169			15,457			6,149			20,572
Discontinued operations:
Loss from discontinued operations, net of a provision for (benefit from) income taxes of $34 and $(541) for the three and six months ended June 30, 2012, respectively	—			(76		)	—			(1,018		)
Gain on the sale of discontinued operations, net of a provision for income taxes of $6,306 and $6,223 for the three and six months ended June 30, 2012, respectively	—			11,678			—			11,389
Net income	7,169			27,059			6,149			30,943
Net loss attributable to noncontrolling interests	(306		)	(59		)	(470		)	(441		)
Net income attributable to LIN TV Corp.	$	7,475		$	27,118		$	6,619		$	31,384

Basic income per common share attributable to LIN TV Corp.:
Income from continuing operations attributable to LIN TV Corp.	$	0.14		$	0.28		$	0.13		$	0.38
Loss from discontinued operations, net of tax	—			—			—			(0.02		)
Gain on the sale of discontinued operations, net of tax	—			0.21			—			0.20
Net income attributable to LIN TV Corp.	$	0.14		$	0.49		$	0.13		$	0.56

Weighted-average number of common shares outstanding used in calculating basic income per common share	52,278			55,174			52,095			55,680

Diluted income per common share attributable to LIN TV Corp.:
Income from continuing operations attributable to LIN TV Corp.	$	0.13		$	0.27		$	0.12		$	0.37
Loss from discontinued operations, net of tax	—			—			—			(0.02		)
Gain on the sale of discontinued operations, net of tax	—			0.21			—			0.20
Net income attributable to LIN TV Corp.	$	0.13		$	0.48		$	0.12		$	0.55

Weighted-average number of common shares outstanding used in calculating diluted income per common share	55,595			56,300			55,406			56,959

~~Note~~The 1accompanying —notes ~~Basis~~are ofan ~~Presentation~~integral ~~and Summary~~part of ~~Significant~~the ~~Accounting~~unaudited ~~Policies~~consolidated financial statements.

~~Description of Business~~4

~~LIN TV~~Table ~~Corp.~~of (“LIN TV”), together with its subsidiaries, including LIN Television Corporation (“LIN Television”), is a television station group operator in the United States. In these notes, the terms “Company,” “LIN TV,” “we,” “us” or “our” mean LIN TV Corp. and all subsidiaries included in our unaudited consolidated financial statements.Contents

~~Financial Condition~~LIN TV Corp.

~~Our operating~~Consolidated ~~plan~~Statements ~~for the next 12 months requires that we generate cash from operations, utilize borrowings, and repay amounts, including mandatory repayments~~ of ~~term~~Comprehensive loans under our credit facility. Our ability to borrow under our revolving credit facility is contingent on our compliance with certain financial covenants, which are measured, in part, by the level of earnings before interest expense, taxes, depreciation and amortization (“EBIDTA”) we generate from our operations. As of June 30, 2009, we were in compliance with all financial and non-financial covenants in our credit agreement. During the three and six months ended June 30, 2009, we experienced continued declines in revenues compared to the same periods in 2008. These declines in revenues were in excess of our original 2009 plan and we anticipate continued weakness in revenues during the remainder of this year. As a result, and to ensure continued compliance with the financial covenants in our credit agreement, on July 31, 2009 we entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and banks and financial institutions party thereto. For further information regarding the terms of the Amended Credit Agreement see Note 14 – “Subsequent Events”.Income

Our joint venture with NBC Universal has also been adversely impacted by the current economic downturn. Cash flow shortfalls at the joint venture caused by a decline in advertising revenues could require us to make cash payments to the joint venture to cover interest obligations under the General Electric Capital Corporation (~~“GECC”~~unaudited) Note. The joint venture is not planning to distribute any cash to either NBC Universal or us in 2009; and has used a portion of its existing debt service cash reserve balances, which were $9.6 million as of June 30, 2009, to fund interest payments. For the six months ended June 30, 2009, the joint venture’s actual operating results were below those originally forecasted for the period. As of August 10, 2009, the joint venture has not yet completed an updated forecast for 2009 based on actual results through June 30, 2009. Based on information previously provided by the joint venture, we previously disclosed that the cash generated by the joint venture could be in the range of $5 million to $10 million less than the amount needed to pay the interest due on the GECC Note for 2009; however the actual cash shortfall could be greater than our current estimate. NBC Universal and we have agreed that if the joint venture does not have sufficient cash to cover interest payments on the GECC Note through April 1, 2010, we and NBC Universal will provide the joint venture with a shortfall loan on the basis of our percentage of economic interest in the joint venture. Our percentage of economic interest is 20.38%. If we are required to fund a portion of a shortfall loan, we plan to use our available cash balances or available borrowings under our credit facility. The joint venture has not yet provided an estimate of their results for 2010 and there is no agreement on how we would share any shortfall after April 1, 2010. If the joint venture experiences further cash shortfalls beyond the next 12 months, we may decide to fund such cash shortfalls, or to cover such shortfalls through further loans or equity contributions to the joint venture. Refer to Note 14 – "Commitments and Contingencies" in our Annual Report on Form 10-K for further information on the organization of the joint venture and the consequences of an event of default under the GECC Note by the joint venture.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)

Net income	$	7,169		$	27,059		$	6,149		$	30,943
Amortization of pension net losses, reclassified, net of tax of $169 and $170 for the three months ended June 30, 2013 and 2012, respectively, and $338 and $340 for the six months ended June 30, 2013 and 2012, respectively	259			261			518			522
Comprehensive income	7,428			27,320			6,667			31,465
Comprehensive loss attributable to noncontrolling interest	(306		)	(59		)	(470		)	(441		)
Comprehensive income attributable to LIN TV Corp.	$	7,734		$	27,379		$	7,137		$	31,906

~~Table~~The accompanying notes are an integral part of ~~Contents~~the unaudited consolidated financial statements.

~~Basis of Presentation~~5

~~Our consolidated~~Table financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Our significant accounting policies are described below. The following are accounting terms that we use throughout this section to assist in an understanding of our financial statements and accounting policies: Financial Accounting Standards Board (“FASB”), Financial Accounting Standard (“FAS”), Accounting Principles Board (“APB”), Emerging Issues Task Force (“EITF”), Financial Interpretation Number (“FIN”), Accounting Research Bulletin ("ARB") and FASB Staff Position (“FSP”). Our consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Certain financial statement accounts have been reclassified in the prior period financial statements to conform to the current period financial statement presentation.Contents

~~In the~~LIN ~~opinion~~TV of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly our financial position, results of operations and cash flows for the periods presentedCorp. ~~The interim results of operations are not necessarily indicative of the results to be expected for the full year.~~

~~Use~~ Consolidated Statement of ~~Estimates~~Stockholders’ Deficit

~~The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the amounts reported in the~~ (unaudited consolidated financial statements and the notes to the unaudited consolidated financial statements. Our actual results could differ from these estimates. Estimates are used for the allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, stock-based-compensation, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.)

~~Changes~~ (in ~~Classifications~~thousands)

In December 2007, the FASB issued FAS 160 “Non-controlling Interests in Consolidated Financial Statements” (“FAS 160”), which amends ARB 51, “Consolidated Financial Statements” (“ARB 51”). FAS 160 is effective for quarterly and annual reporting periods that begin after December 15, 2008. FAS 160 establishes accounting and reporting standards with respect to non-controlling interests (also called minority interests) in an effort to improve the relevance, comparability and transparency of financial information that a company provides with respect to its non-controlling interests. The significant requirements under FAS 160 are the reporting of the non-controlling interests separately in the equity section of the balance sheet and the reporting of the net income or loss of the controlling and non-controlling interests separately on the face of the statement of operations. We have adopted FAS 160 effective January 1, 2009, and as a result, reclassified the preferred stock of Banks Broadcasting, Inc. (“Banks Broadcasting”), representing a non-controlling interest, to the equity section of our balance sheet.

															Accumulated
	Common Stock						Treasury			Additional					Other			Total
	Class A		Class B		Class C		Stock			Paid-In		Accumulated			Comprehensive			Stockholders’
	Amount		Amount		Amount		(at cost)			Capital		Deficit			Loss			Deficit
Balance as of December 31, 2012	$	313	$	235	$	—	$	(21,984	)	$	1,129,691	$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Amortization of pension net losses, net of tax of $338	—		—		—		—			—		—			518			518
Class A common stock issued pursuant to employee benefit plans	1		—		—		—			455		—			—			456
Class A common stock issued pursuant to exercise of stock options	2		—		—		—			701		—			—			703
Tax benefit from exercise of stock options	—		—		—		—			1,497		—			—			1,497
Stock-based compensation	—		—		—		—			4,440		—			—			4,440
Net income attributable to LIN TV Corp.	—		—		—		—			—		6,619			—			6,619
Balance as of June 30, 2013	$	316	$	235	$	—	$	(21,984	)	$	1,136,784	$	(1,157,816	)	$	(34,866	)	$	(77,331	)

8The accompanying notes are an integral part of the unaudited consolidated financial statements.

~~Table of Contents~~6

~~Net Earnings~~Table ~~per~~of ~~Common Share~~Contents

~~Basic earnings~~LIN ~~per~~TV ~~share (“EPS”) is based upon net earnings divided by the weighted average number of common shares outstanding during the period~~Corp. Diluted EPS reflects the effect of the assumed exercise of stock options, vesting of restricted shares and the potential common shares from the assumed conversion of the contingently convertible debt only in periods in which such effect would have been dilutive.

~~For the~~Consolidated ~~three~~Statement ~~and six months ended June 30, 2009 and 2008, because the Company incurred a net loss, there was no difference between basic and diluted income per share. As a result~~ of ~~the~~Stockholders’ ~~net loss, all potential common shares from the exercise of stock options and the vesting of restricted stock were anti-dilutive.~~ Deficit

~~Recently Issued Accounting Pronouncements~~(unaudited)

~~In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”~~ (~~“FAS 168”). FAS 168 establishes the FASB Accounting Standards Codification as the sole source of authoritative GAAP. Pursuant to the provisions of FAS 168, we will update our references to GAAP~~ in ~~our~~ ~~consolidated financial statements issued for the period ended September 30, 2009 and thereafter. The adoption of FAS 168 will have no impact on our financial position or results of operations.~~ thousands)

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”). FAS 167 is effective for interim and annual reporting periods ending after November 15, 2009. FAS 167 amends certain guidance in FIN 46(R) to eliminate the exemption for special purpose entities, require a new qualitative approach for determining who should consolidate a variable interest entity and change the requirement for when to reassess who should consolidate a variable interest entity. We plan to adopt FAS 167 effective January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.

															Accumulated
	Common Stock						Treasury			Additional					Other			Total
	Class A		Class B		Class C		Stock			Paid-In		Accumulated			Comprehensive			Stockholders’
	Amount		Amount		Amount		(at cost)			Capital		Deficit			Loss			Deficit
Balance as of December 31, 2011	$	309	$	235	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Amortization of pension net losses, net of tax of $340	—		—		—		—			—		—			522			522
Class A common stock issued pursuant to employee benefit plans	1		—		—		—			293		—			—			294
Class A common stock issued pursuant to exercise of stock options	—		—		—		—			59		—			—			59
Stock-based compensation	—		—		—		—			3,738		—			—			3,738
Purchase of LIN TV Corp. class A common stock	—		—		—		(6,500		)	—		—			—			(6,500		)
Net income attributable to LIN TV Corp.	—		—		—		—			—		31,384			—			31,384
Balance as of June 30, 2012	$	310	$	235	$	—	$	(17,098	)	$	1,125,679	$	(1,126,006	)	$	(38,255	)	$	(55,135	)

~~In June~~The ~~2009,~~accompanying ~~the~~notes ~~FASB~~are ~~issued FAS 166 “Accounting for Transfers of Financial Assets –~~ an ~~amendment~~integral ofpart FAS Statement No. 140” (“FAS 166”). FAS 166 is effective for interim and annual reporting periods ending after November 15, 2009 and must be applied to transfers occurring on or after the effective date. FAS 166 clarifies that the objective of ~~paragraph 9 of Statement 140 is to determine whether a transferor and all of~~ the ~~entities~~unaudited ~~included~~consolidated ~~in the transferor’s~~ financial statements ~~being presented have surrendered control over transferred financial assets~~. ~~We plan to adopt FAS 166 effective January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.~~

Table of Contents

~~In May~~LIN ~~2009,~~TV ~~the FASB issued FAS 165 “Subsequent Events” (“FAS 165”)~~Corp. FAS 165 is effective for interim and annual reporting periods ending after June 15, 2009. FAS 165 introduces the concept of financial statements being available to be issued and requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. We have adopted FAS 165 effective June 30, 2009 and included the required disclosure in Note 14 – “Subsequent Events”. FAS 165 did not have a material impact on our financial position or results of operations.

~~In April~~Consolidated ~~2009,~~Statements ~~the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value~~ of ~~Financial~~Cash Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires public entities to disclose in their interim financial statements the fair value of all financial instruments within the scope of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), as well as the method(s) and significant assumptions used to estimate the fair value of those financial instruments. We adopted the provisions of FSP FAS 107-1 and APB 28-1 by including the required additional financial statement disclosures as of June 30, 2009 in Note 6 – Derivative Financial Instruments and Note 7 - Fair Value Measurement. The adoption of FSP FAS 107-1 and APB 28-1 had no financial impact on our financial position or results of operations.Flows

~~Also in April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”~~ (~~“FSP FAS 115-2 and FAS 124-2”~~unaudited), to change the method for determining whether an other-than-temporary impairment exists for debt securities and the amount of an impairment charge to be recorded in earnings. FSP FAS 115-2 and FAS 124-2 also requires enhanced disclosures, including the Company’s methodology and key inputs used for determining the amount of credit losses recorded in earnings. We adopted FSP FAS 115-2 and FAS 124-2 during the second quarter of 2009 and the adoption had no impact on our financial position or results of operations.

Additionally, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), during April 2009. FSP FAS 157-4 provides additional guidance to highlight and expand on the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for a financial asset. FSP FAS 157-4 also requires new disclosures relating to fair value measurement inputs and valuation techniques (including changes in inputs and valuation techniques). We adopted FSP FAS 157-4 during the second quarter of 2009. The adoption of FSP FAS 157-4 had no financial impact on our financial position or results of operations. See Note 4 (Fair Value) for further detail.

	Six Months Ended June 30,
	2013			2012
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	6,149		$	30,943
Loss from discontinued operations	—			1,018
Gain on the sale of discontinued operations	—			(11,389		)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	22,958			13,410
Amortization of intangible assets	11,152			955
Amortization of financing costs and note discounts	1,808			1,153
Amortization of program rights	14,937			10,600
Cash payments for programming	(16,072		)	(11,296		)
Loss on extinguishment of debt	—			871
Share of loss in equity investments	25			153
Deferred income taxes, net	3,803			12,391
Stock-based compensation	4,528			3,738
Loss from asset dispositions	182			3
Other, net	846			862
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	1,203			(3,592		)
Other assets	(3,036		)	(2,155		)
Accounts payable	(6,479		)	(1,557		)
Accrued interest expense	4,510			(2,434		)
Other liabilities and accrued expenses	(3,949		)	(1,979		)
Net cash provided by operating activities, continuing operations	42,565			41,695
Net cash used in operating activities, discontinued operations	—			(2,736		)
Net cash provided by operating activities	42,565			38,959

INVESTING ACTIVITIES:
Capital expenditures	(14,170		)	(13,716		)
Change in restricted cash	—			255,159
Payments for business combinations, net of cash acquired	(9,824		)	(33,500		)
Proceeds from the sale of assets	34			1
Shortfall loans to joint venture with NBCUniversal	—			(1,680		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—
Net cash (used in) provided by investing activities, continuing operations	(123,960		)	206,264
Net cash provided by investing activities, discontinued operations	—			29,520
Net cash (used in) provided by investing activities	(123,960		)	235,784

FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	1,156			352
Proceeds from borrowings on long-term debt	96,000			20,000
Principal payments on long-term debt	(41,617		)	(297,415		)
Payment of long-term debt issue costs	(652		)	(199		)
Treasury stock purchased	—			(6,500		)
Net cash provided by (used in) financing activities	54,887			(283,762		)

Net decrease in cash and cash equivalents	(26,508		)	(9,019		)
Cash and cash equivalents at the beginning of the period	46,307			18,057
Cash and cash equivalents at the end of the period	$	19,799		$	9,038

~~Effective January~~The 1,accompanying ~~2009,~~notes ~~the~~are ~~Company adopted SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how~~ an ~~acquirer~~integral ~~recognizes~~part and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; how the acquirer recognizes and measures the goodwill acquired in a business combination; and how the acquirer determines what information to disclose to enable users of the ~~financial~~unaudited ~~statements~~consolidated ~~to evaluate the nature and~~ financial ~~effects of the business combination~~statements. ~~The adoption of FAS 141(R) did not have a material impact on our financial position or results of operations as of, or for, the three and six months ended June 30, 2009.~~

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1 increases disclosure requirements related to an employer’s defined benefit pension or other postretirement plans. We plan to adopt FSP FAS 132(R)-1 effective January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.8

10Table of Contents

~~Table~~LIN ofTV ~~Contents~~Corp.

~~In November~~Notes 2008, the FASB issued EITF 08-1, “Revenue Arrangements with Multiple Deliverables” (“EITF 08-1”). EITF 08-1 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after December 31, 2009 and shall be applied on a prospective basis. Earlier application is permitted as of the beginning of a fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. We plan to ~~adopt~~Unaudited ~~EITF~~Consolidated ~~08-1~~Financial ~~on January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.~~Statements

Note 21 — ~~Discontinued Operations~~Basis of Presentation and Summary of Significant Accounting Policies

~~Our consolidated~~Principles ~~financial statements reflect the operations, assets and liabilities~~ of ~~Banks Broadcasting as discontinued for all periods presented.~~Consolidation

~~Banks Broadcasting~~LIN TV Corp. (“LIN TV”), together with its subsidiaries, including LIN Television Corporation (“LIN Television”), is a local multimedia company operating in the United States. LIN TV and its subsidiaries are affiliates of HM Capital Partners I LP (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN TV and all subsidiaries included in our consolidated financial statements.

~~On April~~Our ~~23,~~consolidated ~~2009,~~financial ~~Banks~~statements ~~Broadcasting~~reflect ~~completed~~ the ~~sale~~operations of ~~KNIN~~WWHO-TV, ~~a CW affiliate~~ in ~~Boise~~Columbus, ~~for~~OH ~~$6.6~~and ~~million~~WUPW-TV ~~to Journal Broadcast Corporation. As a result of the sale we received, on the basis of our economic interest~~ in ~~Banks Broadcasting~~Toledo, a ~~distribution~~OH ofas ~~$2.6~~discontinued ~~million~~for ~~during~~all ~~the~~periods ~~second quarter ended June 30, 2009~~presented. ~~The~~See ~~operating~~Note 3—“Discontinued ~~loss~~Operations” for ~~the~~further ~~six~~discussion ~~months ended June 30, 2009 includes an impairment charge~~ of ~~$1.9~~our ~~million to reduce the carrying value of broadcast licenses to fair value based on the final sale price of KNIN-TV of $6.6 million. Net loss included within~~ discontinued operations ~~for the six months ended June 30, 2009 reflects our 50% share of net losses of Banks Broadcasting, net of taxes, through the April 23, 2009 disposal date~~.

~~Banks Broadcasting~~The ~~distributed~~consolidated ~~$2.5~~financial ~~million~~statements tohave usbeen ~~during~~prepared ~~the~~in ~~second~~conformity ~~quarter~~with ~~ended~~accounting ~~June 30,~~principles ~~2008. We~~generally ~~provided~~accepted noin ~~capital contributions to Banks Broadcasting during either~~ the ~~three or~~United ~~six~~States ~~months~~of ~~ended~~America ~~June 30, 2009 and 2008~~(“U.S. GAAP”).

~~As of~~In ~~June~~the 30opinion of management, ~~2009~~the accompanying unaudited interim financial statements contain all adjustments necessary to state fairly our financial position, noresults ~~amounts~~of operations and cash flows for the periods presented. The interim results of operations are ~~classified~~not asnecessarily ~~assets~~indicative orof ~~liabilities~~the ~~held~~results ~~for sale on~~to ~~our~~be ~~consolidated~~expected ~~balance~~for ~~sheet~~the full year.

The ~~following~~ ~~presents~~accompanying ~~summarized~~consolidated ~~information~~financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and VIEs for which we are the ~~discontinued~~primary ~~operations~~beneficiary. We review all local marketing agreements (~~in thousands~~“LMAs”):, shared services agreements (“SSAs”) or joint sales agreements (“JSAs”), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through LIN Television and its subsidiaries. LIN TV has no operations or assets other than its investment in its subsidiaries. We operate in one reportable segment.

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Net revenues	$	191		$	782		$	823		$	1,567
Operating (loss) income		(1,143	)		(170	)		(3,141	)		1,110
Net (loss) income		(162	)		(208	)		(446	)		380

Joint Venture Sale Transaction and Merger

11On February 12, 2013, we, along with our wholly-owned subsidiaries LIN Television and LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into and closed a transaction agreement (the “Transaction Agreement”) with NBC Telemundo License LLC, a Delaware limited liability company (“NBC”), NBCU New LLC I, a Delaware limited liability company, NBCU New LLC II, a Delaware limited liability company, General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC” and together with GE, the “GE Parties”), National Broadcasting Company Holding, Inc., a Delaware corporation, Comcast Corporation, a Pennsylvania corporation (“Comcast”), NBCUniversal Media, LLC, a Delaware limited liability company (“NBCUniversal”), Lone Star SPV, LLC, a Delaware limited liability company and Station Venture Holdings, LLC, a Delaware limited liability company (“SVH”). SVH held a 99.75% interest in Station Venture Operations, LP (“SVO”), which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture. The Transaction Agreement effected a series of transactions related to the ownership and sale of LIN Texas’s 20.38% equity interest in SVH, a joint venture in which NBC, an affiliate of NBCUniversal, held the remaining 79.62% equity interest (collectively, the “JV Sale Transaction”).

~~Table~~SVH was a limited partner in a business that operated an NBC affiliate in Dallas and an NBC affiliate in San Diego pursuant to a management agreement. At the time of ~~Contents~~LIN Texas’s acquisition of its interest in SVH in 1998, GECC provided secured debt financing to SVH in the form of a $815.5 million non-amortizing senior secured note due 2023 to GECC (the “GECC Note”), and, in connection with SVH’s assumption of the GECC Note, LIN TV guaranteed the payment of the full amount of principal and interest on the GECC Note (the “GECC Guarantee”).

~~Note~~In 3addition, —during ~~Equity Investments~~2009, 2010, 2011 and 2012, LIN Television entered into agreements with SVH, the GE Parties and NBCUniversal pursuant to which LIN Television, the GE Parties and NBCUniversal caused to be provided to SVH certain unsecured shortfall funding loans (the “Shortfall Funding Loans”) on the basis of each party’s percentage of equity interest in SVH in order to fund interest payments on the GECC Note.

~~Joint Venture~~Pursuant ~~with~~to ~~NBC~~the ~~Universal~~JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal,

We own a 20.38% interest in Station Venture Holdings, LLC (“SVH”), a joint venture with NBC Universal, and account for our interest using the equity method as we do not have a controlling interest. SVH wholly owns Station Venture Operations, LP (“SVO”), which is the operating company that manages KXAS-TV and KNSD-TV, the television stations that comprise the joint venture. The following presents the summarized financial information of SVH (in thousands):9

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Cash distributions to SVH from SVO	$	-		$	17,502		$	16,252		$	38,948
Income to SVH from SVO	$	6,501		$	15,255		$	9,229		$	33,958
Other expense, net (primarily interest on the GECC note)		(16,491	)		(16,491	)		(32,982	)		(32,982	)
Net (loss) income of SVH	$	(9,990	)	$	(1,236)		$	(23,753	)	$	976
Cash distributions to LIN from SVH	$	-		$	-		$	-		$	1,019

Table of Contents

~~SVH had~~and ~~cash~~the onLIN ~~hand~~parties oftransferred ~~$9.6~~their ~~million~~rights ~~and~~to receivables related to the Shortfall Funding Loans for $~~15.~~1.00. ~~million~~As asa result of ~~June~~the 30JV Sale Transaction, ~~2009~~neither ~~and December~~we 31nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, ~~2008~~including, ~~respectively~~without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

~~Note~~We 4accrued —for ~~Intangible Assets~~and expensed the $100 million capital contribution to SVH to secure the release of the GECC Guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012 because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million incremental term loan facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had an approximate $163 million income tax payable associated with this transaction remaining as of June 30, 2013, approximately $115 million of which is expected to be extinguished as a result of the closing of the Agreement and Plan of Merger further described below.

~~The following~~Concurrent ~~table~~with ~~summarizes~~the closing of the ~~carrying~~JV ~~amount~~Sale Transaction, LIN TV entered into an Agreement and Plan of ~~intangible~~Merger ~~assets~~(the “Merger Agreement”) with LIN Media LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of LIN TV (~~in thousands~~“LIN LLC”):. Pursuant to the Merger Agreement, which was approved by the shareholders of LIN TV on July 30, 2013, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity (the “Merger”). The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and such change in classification was treated as a liquidation of LIN TV for federal income tax purposes, with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

	June 30, 2009					December 31, 2008
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Goodwill	$	114,486	$	-		$	117,159	$	-
Broadcast licenses		391,803		-			429,024		-
Intangible assets subject to amortization (1)		7,796		(6,719	)		7,796		(6,678	)
Total intangible assets	$	514,085	$	(6,719	)	$	553,979	$	(6,678	)

As a result of the average of LIN TV’s opening and closing trading prices of its stock at the close of the Merger, LIN TV realized a capital loss in the amount of approximately $316 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of such stock as of July 30, 2013. The capital loss realized and existing net operating losses will be used to offset a portion of the capital gain recognized in the JV Sale Transaction and, as a result, we expect to realize cash savings of approximately $115 million, resulting in a remaining tax liability of approximately $48 million associated with the JV Sale Transaction. We expect to fund this tax liability during the fourth quarter of 2013 using a combination of cash on hand and amounts available under our revolving credit facility.

~~__________~~Variable Interest Entities

~~(1)~~In ~~Intangibles~~determining ~~subject~~whether towe ~~amortization~~ are ~~amortized~~the onprimary beneficiary of a ~~straight~~VIE ~~line~~for ~~basis~~financial ~~and~~reporting ~~include~~purposes, ~~acquired~~we ~~advertising~~consider ~~contracts,~~whether ~~advertiser~~we ~~lists,~~have ~~advertiser~~the ~~relationships,~~power ~~favorable~~to ~~operating~~direct ~~leases,~~the ~~tower~~activities ~~rental~~of ~~income~~the ~~leases,~~VIE ~~option~~that ~~agreements~~most significantly impact the economic performance of the VIE and ~~network~~whether ~~affiliations~~we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

12We have a JSA and an SSA with WBDT Television, LLC (“WBDT”), a third party licensee, for WBDT-TV in the Dayton, OH market. We also have JSAs and SSAs with affiliates of Vaughan Acquisition LLC (“Vaughan”), a third party licensee, for WTGS-TV in the Savannah, GA market, WYTV-TV in the Youngstown, OH market and KTKA-TV in the Topeka, KS market and SSAs with KASY-TV Licensee, LLC (“KASY”), a third-party licensee, for KWBQ-TV in the Santa Fe, NM market, KRWB-TV in the Roswell, NM market and KASY-TV in the Albuquerque, NM market. Under these agreements, we provide administrative services to these stations, have an obligation to reimburse certain of the station expenses, and we are compensated through a performance-based fee structure that provides us the benefit of certain returns from the operation of these stations.

~~Table~~We determined that WBDT, Vaughan and KASY are VIEs and as a result of ~~Contents~~the JSAs and/or SSAs, we have variable interests in these entities. We are the primary beneficiary of these entities, and therefore, we consolidate these entities within our consolidated financial statements.

~~We recorded~~The ancarrying ~~impairment~~amounts ~~charge~~and ofclassifications ~~$39.9 million during the second quarter~~ of ~~2009~~ ~~that included an impairment to~~ the ~~carrying~~assets ~~values~~and ofliabilities ~~our broadcast licenses~~ of ~~$37.2 million, relating to 26 of our television stations; and an impairment to~~ the ~~carrying~~variable ~~values~~interest ofentities ~~our~~described ~~goodwill~~above, ofwhich ~~$2.7~~have ~~million,~~been ~~relating to~~included 2in of our ~~television~~consolidating ~~stations.~~balance Assheets ~~required~~as ~~by SFAS 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we tested for impairment~~ of ~~our indefinite lived intangible assets at~~ June 30, ~~2009,~~2013 ~~between the required annual tests, because we believed events had occurred~~ and ~~circumstances changed that would more likely than not reduce the fair value of our broadcast licenses and goodwill below their carrying amounts. The need for an impairment analysis at June 30~~December 31, ~~2009~~2012 ~~was~~are ~~triggered~~as byfollows ~~the continued decline~~ (in ~~advertising revenue at certain of our stations, due to the ongoing effects of economic decline, that resulted in downward adjustments to their respective forecasts.~~thousands):

~~We used the income approach to test our broadcast licenses for impairments as of June 30, 2009 and we used the same assumptions as disclosed in our Annual Report on Form~~ 10-K for the year ended December 31, 2008, except for the following adjustments: a) the discount rate was adjusted from 11.0% to 12.0%; b) average market growth rate was adjusted from 1.0% to 0.2%; and c) average operating profit margins were adjusted from 26.6% to 30.5%.

~~We used~~Table ~~the income approach to test goodwill for impairments as~~ of June 30, 2009 and we used the same assumptions as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, except for the following adjustments: a) the discount rate was adjusted from 14.5% to 15.0%; b) average market growth rate was adjusted from 1.0% to 0.5%; and c) average operating profit margins were adjusted from 34.0% to 36.4%.Contents

These assumptions are based on the actual historical performance of our stations and management’s estimates of future performance of our stations. The increase in the discount rate used for our broadcast licenses and goodwill reflects an increase in the average beta for the public equity of companies in the television and media sector since December 31, 2008. The changes in the market growth rates and operating profit margins for both our broadcast licenses and goodwill reflect changes in the outlook for advertising revenues in certain markets where our stations operate.

	June 30,		December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	629	$	418
Accounts receivable, net	6,675		6,021
Other assets	1,181		2,092
Total current assets	8,485		8,531
Property and equipment, net	3,277		3,190
Broadcast licenses and other intangible assets, net	45,870		46,604
Other assets	3,982		2,055
Total assets	$	61,614	$	60,380

LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,193	$	1,451
Accounts payable	1,219		—
Accrued expenses	978		425
Program obligations	2,004		2,185
Total current liabilities	5,394		4,061
Long-term debt, excluding current portion	4,092		3,950
Program obligations	1,798		1,967
Other liabilities	50,330		50,402
Total liabilities	$	61,614	$	60,380

The ~~fair~~ ~~value~~assets ~~measurements~~ of our ~~goodwill~~consolidated ~~and~~VIEs ~~broadcast~~can ~~licenses~~only ~~are~~be asused ~~follows using~~to settle the ~~three-level~~obligations ~~fair~~of the VIEs and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. ~~hierarchy~~Other ~~established~~liabilities byof ~~FAS~~$50,330 ~~157~~and $50,402 as of June 30, 2013 and December 31, 2012, respectively, serve to reduce the carrying value of the entities, and are eliminated in our consolidated financial statements. This reflects the fact that as of June 30, ~~2009:~~ 2013 and December 31, 2012, LIN Television has an option that it may exercise if the Federal Communications Commission (“FCC”) attribution rules change. The option would allow LIN Television to acquire the assets or member’s interest of the VIE entities for a nominal exercise price, which is significantly less than the carrying value of their tangible and intangible net assets.

	Quoted prices in active markets	Significant observable inputs	Significant unobservable inputs
	(Level 1)	(Level 2)	(Level 3)
Goodwill			$	114,486
Broadcast licenses				391,803

Redeemable Noncontrolling Interest

~~Determining the~~The ~~fair~~following ~~value~~table ofpresents ~~our~~the ~~television~~activity ~~stations requires our management to make a number~~ of ~~judgments~~the ~~about~~redeemable ~~assumptions~~noncontrolling ~~and~~interest ~~estimates~~included ~~that~~in ~~are~~our ~~highly~~consolidated ~~subjective and~~balance ~~that~~sheets ~~are~~related ~~based~~to onNami ~~unobservable~~Media, Inc. ~~inputs~~(“Nami orMedia”), ~~assumptions~~HYFN, Inc. ~~The~~(“HYFN”) ~~actual~~and ~~results~~Dedicated ~~may differ~~Media, Inc. ~~from~~(“Dedicated ~~these~~Media”), ~~assumptions~~which ~~and~~represents ~~estimates;~~third ~~and~~parties’ itproportionate isshare ~~possible~~of ~~that~~our ~~such differences~~consolidated ~~could~~net ~~have~~assets a(in ~~material impact on our financial statements.~~thousands):

For further discussion on our accounting policy related to impairments refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2008.

	Redeemable Noncontrolling Interest
Balance as of December 31, 2012	$	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(470		)
Stock-based compensation	49
Balance as of June 30, 2013	$	13,846

13Use of Estimates

~~Table~~The preparation of ~~Contents~~financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Our actual results could differ from these estimates. Estimates are used for the allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, assumptions used to determine fair value of financial instruments, amortization and impairment of program rights and intangible assets, stock-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.

~~Note~~Net 5Earnings —per ~~Debt~~Common Share

~~Debt consisted~~Basic earnings per share (“EPS”) is computed by dividing income attributable to common stockholders by the number of weighted-average outstanding shares of common stock. Diluted EPS reflects the ~~following~~effect (of the assumed exercise of stock options and vesting of restricted shares only in ~~thousands):~~the periods in which such effect would have been dilutive.

	June 30,		December 31,
	2009		2008
Credit Facility:
Revolving credit loan	$	210,000	$	135,000
Term loan		69,925		77,875
6½% Senior Subordinated Notes due 2013		275,883		355,583
$141,316 and $183,285, 6½% Senior Subordinated Notes due 2013 - Class B, net of discount of $5,685 and $8,390 at June 30, 2009 and December 31, 2008, respectively		135,631		174,895
Total debt		691,439		743,353
Less current portion		15,900		15,900
Total long-term debt	$	675,539	$	727,453

The following table sets forth the computation of the common shares outstanding used in determining basic and diluted EPS (in thousands):

~~We repaid $8.0 million of principal of the term loans, related to mandatory quarterly payments, under our credit facility, from operating cash balances during the six months ended June 30, 2009.~~11

~~During 2008,~~Table ~~we commenced a plan under Rule 10b5-1~~ of the Securities Exchange Act of 1934 to purchase a portion of our 6½% Senior Subordinated Notes and 6½% Senior Subordinated Notes – Class B at market prices using available balances under our revolving credit facility and available cash balances. During the six months ended June 30, 2009, we purchased a total principal amount of $79.7 million and $42.0 million of our 6½% Senior Subordinated Notes and 6½% Senior Subordinated Notes – Class B, respectively, under this plan. The total purchase price for the transactions was $68.4 million, resulting in a gain on extinguishment of debt of $50.1 million, net of a write-off of deferred financing fees and discount related to the notes of $1.3 million and $1.9 million, respectively.Contents

The fair values of our long-term debt are estimated based on quoted market prices for the same or similar issues, or based on the current rates offered to us for debt of the same remaining maturities. The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
Denominator for EPS calculation:	2013	2012	2013	2012
Weighted-average common shares, basic	52,278	55,174	52,095	55,680
Effect of dilutive securities:
Stock options	3,317	1,126	3,311	1,279
Weighted-average common shares, diluted	55,595	56,300	55,406	56,959

	June 30, 2009		December 31, 2008
Carrying amount	$	691,439	$	743,353
Fair value		440,924		402,524

We apply the treasury stock method to measure the dilutive effect of our outstanding stock option and restricted stock awards and include the respective common share equivalents in the denominator of our diluted EPS calculation. Securities representing less than 0.1 million shares of common stock for the three and six months ended June 30, 2013, and 1.8 million shares of common stock for the three and six months ended June 30, 2012, were excluded from the computation of diluted EPS for these periods because their effect would have been anti-dilutive. The net income per share amounts are the same for our class A, class B and class C common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

~~On July~~Recently ~~31,~~Issued ~~2009,~~Accounting ~~we entered into an Amended Credit Agreement as more fully described in Note 14 – “Subsequent Events”.~~Pronouncements

14In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amendments require an entity to disclose the impact of amounts reclassified out of accumulated other comprehensive income and into net income, by the respective line items of net income, if the amounts reclassified are reclassified to net income in their entirety in the same reporting period. The disclosure is required either on the face of the statement where net income is presented or in the notes. For amounts that are not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

~~Table~~In July 2012, there were revisions to the accounting standard for impairment tests of ~~Contents~~indefinite-lived intangible assets other than goodwill. Under the revised standard a company can first perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary. A company can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets, and can also bypass the qualitative assessment and perform the quantitative impairment test for any indefinite-lived intangible in any period. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance effective January 1, 2013 and do not expect it to have a material impact on our impairment tests of indefinite-lived intangible assets.

Note 62 — ~~Derivative Financial Instruments~~Acquisitions

~~We use~~Dedicated ~~derivative financial instruments in the management of our interest rate exposure for our long-term debt~~Media, ~~principally our credit facility. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure.~~ ~~We do not hold or enter into derivative financial instruments for speculative trading purposes~~Inc.

~~During the~~On ~~second~~April 9, ~~quarter of 2006~~2013, weLIN ~~entered~~Television ~~into~~acquired a ~~contract~~60% tointerest ~~hedge~~(calculated on a ~~notional amount~~fully ofdiluted ~~the declining balances of our term loans (“2006 interest rate hedge”~~basis)~~. To~~ ~~mitigate changes~~ in ~~our~~Dedicated ~~cash flows resulting from fluctuations in interest rates~~Media, wea ~~entered into the 2006 interest rate hedge that effectively converted the floating LIBOR rate~~multi-~~based-payments~~channel toadvertisement ~~fixed~~buying ~~payments~~and atoptimization 5company.~~33%~~ Dedicated ~~plus~~Media ~~the applicable~~is ~~margin~~headquartered ~~rate~~in ~~calculated~~Los ~~under our credit facility~~Angeles, ~~which~~CA ~~expires in November 2011. We designated the 2006 interest rate hedge as a cash flow hedge. The fair value of the 2006 interest rate hedge liability was $5.1 million~~ and ~~$6.5~~ ~~million~~employs atnew ~~June~~technologies 30to create, ~~2009~~plan and ~~December~~execute ~~31,~~digital ~~2008,~~marketing ~~respectively.~~campaigns ~~The~~on ~~effective portion~~behalf of ~~this~~its ~~amount will be released into earnings over the life of the 2006 interest rate hedge through periodic interest payments~~clients. The ~~notional~~purchase ~~amount~~price ~~of the~~totaled ~~2006 interest rate hedge was~~ $735.8 million ~~and $81.3 million at June 30~~, ~~2009~~ ~~and~~which ~~December~~was ~~31,~~funded ~~2008,~~from ~~respectively. During~~cash ~~the~~on ~~three~~hand ~~and~~at ~~six months ended June 30, 2009, we recorded a charge of $0.2 million and $5,000, respectively, to~~ the ~~statement~~time of ~~operations, associated with~~ the ~~ineffective portion of this hedge~~acquisition.

~~The 2006~~Under ~~interest~~the ~~rate~~terms ~~hedge~~of isour ~~carried~~agreement onwith ~~our~~Dedicated ~~consolidated~~Media, ~~balance~~we ~~sheet~~agreed asto ~~other liabilities~~purchase atthe ~~fair~~remaining ~~value,~~outstanding ~~which~~shares isof ~~calculated~~Dedicated ~~using~~Media ~~the~~by ~~discounted~~no ~~expected future~~later ~~cash~~than ~~outflows~~February 15, ~~from~~2015 aif ~~series~~Dedicated ofMedia ~~three-month~~achieves ~~LIBOR~~both ~~strips~~(i) a ~~through~~target ~~November 4~~earnings before interest, ~~2011~~taxes, ~~the~~depreciation ~~same~~and ~~maturity~~amortization ~~date~~(“EBITDA”) and (ii) a target gross profit in 2014, as ~~our~~outlined ~~credit~~in ~~facility.~~the purchase agreement. The ~~fair~~purchase ~~value~~price of ~~this derivative~~these ~~was~~shares ~~calculated~~is bybased ~~using~~on ~~observable~~multiples ~~inputs~~of ~~(Level~~Dedicated 2)Media’s as2014 ~~defined~~EBITDA and gross profit. Our maximum potential obligation under ~~FAS~~ ~~157~~the ~~“Fair~~purchase ~~Value~~agreement ~~Measurements”~~is ~~(“FAS~~$26 ~~157”)~~million. If Dedicated Media does not meet the target EBITDA or target gross profit in 2014, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

The ~~2.50%~~ ~~Exchangeable~~following ~~Senior~~table ~~Subordinated~~summarizes ~~Debentures~~the ~~that~~provisional weallocation ~~repurchased~~of inthe ~~2008 had~~purchase ~~certain~~price ~~embedded derivative features that were required~~ to bethe ~~separately identified~~estimated ~~and recorded at~~ fair ~~value~~values ~~each period. The fair value~~ of ~~these derivatives upon issuance of~~ the ~~debentures~~assets ~~was~~acquired ~~$21.1 million~~ and ~~this~~liabilities ~~amount was~~assumed ~~recorded~~by ~~as an original issue discount and accreted through interest expense from the date of issuance through May 15, 2008 when they were all tendered to~~ us ~~and~~ ~~purchased.~~in ~~As a result of~~ the ~~purchase~~acquisition of(in ~~the debentures, we recorded a gain of $0.4 million during the first quarter of 2008 to earnings for the remaining fair value of these derivatives.~~thousands):

1512

Table of Contents

The following tables summarizes our derivative activity during the three and six months ended June 30 (in thousands):

Current assets	$	7,524
Other intangible assets	4,620
Goodwill	1,796
Current liabilities	(4,354		)
Noncontrolling interest	(3,834		)
Total	$	5,752

	Gain on Derivative Instruments
	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
Mark-to-Market Adjustments on:
2.50% Exchangeable Senior Subordinated Debentures	$	-		$	-	$	-		$	(375	)
2006 interest rate hedge		(225	)		-		(5	)		-
	$	(225	)	$	-	$	(5	)	$	(375	)

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million . These intangible assets will be amortized over the estimated remaining useful lives of approximately 7 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

	Comprehensive Income, Net of Tax
	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Mark-to-Market Adjustments on:
2006 interest rate hedge	$	390	$	1,668	$	831	$	152
	$	390	$	1,668	$	831	$	152

HYFN, Inc.

~~The following~~On ~~table~~April 4, ~~summarizes~~2013, ~~the~~LIN ~~balances~~Television ~~for~~acquired ~~our~~a ~~derivative~~50.1% ~~liability~~interest ~~included~~(calculated on a fully diluted basis) in ~~other~~ ~~liabilities~~HYFN, a full service digital advertising agency specializing in ~~our~~the ~~consolidated~~planning, ~~balance~~development, ~~sheet~~deployment (and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and is expected to be paid in ~~thousands):~~accordance with the provisions of the purchase agreement during the first quarter of 2014.

		June 30, 2009				December 31, 2008
2006 interest rate hedge		$	5,105			$	6,493

Under the terms of our agreement with HYFN, we agreed to purchase the remaining outstanding shares of HYFN by no later than February 15, 2016 if HYFN achieves both (i) a target EBITDA and (ii) target net revenues in 2015, as outlined in the transaction agreements. The purchase price of these shares is based on multiples of HYFN’s 2015 net revenue and EBITDA. Our maximum potential obligation under the terms of our agreement is approximately $62.4 million. If HYFN does not meet the target EBITDA or target net revenues in 2015, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

16The following table summarizes the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Table of Contents

Current assets	$	3,938
Non-current assets	12
Other intangible assets	3,580
Goodwill	9,123
Current liabilities	(920		)
Non-current liabilities	(1,324		)
Noncontrolling interest	(7,191		)
Total	$	7,218

~~Note 7~~The –amount ~~Fair~~allocated ~~Value~~to ~~Measurement~~definite-lived intangible assets represents the estimated fair values of customer relationships of $2.4 million, completed technology of $1.1 million, and trademarks of $0.1 million . These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 3 years for completed technology and 3 years for trademarks.

~~We record~~Goodwill ~~certain~~of ~~financial~~$1.8 ~~assets~~million and ~~liabilities~~$9.1 atmillion ~~fair~~is ~~value~~the onexcess aof ~~recurring basis~~the ~~consistent~~aggregate ~~with~~purchase ~~FAS~~price ~~157. The~~over ~~following~~the ~~table~~fair ~~summarizes~~value of the ~~financial~~ identifiable net assets acquired, and ~~liabilities~~primarily ~~measured~~represents atthe ~~fair~~benefits ~~value~~of in the ~~accompanying financial~~incremental ~~statements~~revenue ~~using~~we ~~the~~expect ~~three-level~~to ~~fair~~generate ~~value~~from ~~hierarchy~~the ~~established~~acquisitions ~~by FAS~~of ~~157~~Dedicated asMedia and HYFN, respectively. None of ~~June~~the ~~30,~~goodwill ~~2009~~recognized (in ~~thousands):~~connection with the acquisitions of Dedicated Media and HYFN is deductible for tax purposes.

	Quoted prices in active markets		Significant observable inputs		Total
	(Level 1)		(Level 2)
Assets:
Deferred compensation related investments	$	2,259			$	2,259
Liabilities:
2006 Interest rate hedge				5,105		5,105
Deferred compensation related liabilities		2,259				2,259

Our obligations to purchase the noncontrolling interest holders’ shares of both Dedicated Media and HYFN are outside of our control, because they are based on the achievement of certain financial targets described above. Therefore, the noncontrolling interest related to Dedicated Media and HYFN as of June 30, 2013 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets. As of the acquisition dates, the fair values of the noncontrolling interests were $3.8 million and $7.2 million for Dedicated Media and HYFN, respectively, and were measured based on the purchase prices for our 60% and 50.1% ownership interest in Dedicated Media and HYFN, respectively, and the net assets acquired as of the acquisition dates. As of June 30, 2013, we believe that achieving the financial targets is not yet probable and therefore, have not reflected these obligations in our consolidated financial statements.

~~The~~If ~~fair~~we ~~value~~do not purchase the remaining outstanding shares of Dedicated Media or HYFN by the dates set forth in the respective agreements, the noncontrolling interest holders have the right to purchase our ~~deferred~~interest. ~~compensation~~The ~~plan~~purchase price of these shares is ~~determined~~ based on the same purchase price multiple described above and is exercisable only if the applicable financial targets are not met and we do not elect to purchase the remaining interest. The fair value of ~~the~~this ~~investments~~option ~~selected~~is ~~by employees~~zero and no amounts related to these options are included in our consolidated financial statements as of June 30, 2013.

~~Note 8 — Retirement Plans~~13

~~The following~~Table ~~table shows the components~~ of ~~the net periodic pension benefit cost and the contributions to the 401(k) Plan and to the retirement plans (in thousands):~~Contents

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Net periodic pension benefit cost:
Service cost	$	(15	)	$	538		$	385		$	1,076
Interest cost		1,563			1,592			3,178			3,184
Expected return on plan assets		(1,641	)		(1,705	)		(3,328	)		(3,410	)
Amortization of prior service cost		-			30			31			60
Amortization of net loss		(31	)		48			165			96
Curtailment		-			-			438			-
Net periodic benefit cost	$	(124	)	$	503		$	869		$	1,006
Contributions
401(k) Plan	$	65		$	360		$	337		$	673
Retirement plans		-			1,500			-			2,250
Total contributions	$	65		$	1,860		$	337		$	2,923

New Vision Television, LLC

~~We do~~On ~~not~~October 12, ~~expect~~2012, toLIN ~~make~~Television ~~any~~completed ~~contributions~~its toacquisition ~~our~~of ~~defined~~television ~~benefit~~stations ~~retirement~~in ~~plans during~~eight ~~the~~markets ~~remainder~~that ofwere ~~2009.~~previously ~~See~~owned ~~Note~~by 11affiliates —of New Vision Television, LLC (“~~Retirement~~New ~~Plans~~Vision”) ~~included~~for in$334.9 ~~Item 15~~million, subject to certain post-closing adjustments, and including the assumption of ~~our~~$14.3 ~~Annual~~million ~~Report~~of onfinance ~~Form~~lease ~~10-K~~obligations. Concurrent ~~for~~with the ~~year~~acquisition, ~~ended~~Vaughan, ~~December~~a 31third-party licensee, ~~2008~~completed its acquisition of separately owned television stations (the “Vaughan Acquired Stations”) in three markets for ~~a full~~$4.6 ~~description~~million offrom ~~our~~PBC ~~retirement~~Broadcasting, ~~plans~~LLC (“PBC”).

17LIN Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to JSAs and SSAs with Vaughan. Under the JSAs and SSAs with Vaughan, we provide administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

~~Table~~The following table summarizes the provisional allocation of ~~Contents~~the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and Vaughan in the acquisition (in thousands):

We recorded a curtailment during the six months ended June 30, 2009 as a result of freezing benefit accruals to the plan during 2009. The $0.4 million charge relates to the recognition of the prior service cost associated with the plan.

Program rights assets	$	2,040
Property and equipment	100,559
Broadcast licenses	133,120
Definite-lived intangible assets	55,837
Goodwill	64,589
Current liabilities	(417		)
Non-current liabilities	(2,239		)
Long-term debt assumed	(13,989		)
Total	$	339,500

~~As of~~The ~~June~~amount ~~30,~~allocated ~~2009,~~to ~~our~~definite-lived ~~pension~~intangible ~~plan~~assets ~~was~~represents ~~underfunded~~the byestimated ~~greater~~fair ~~than~~values ~~20%~~of ~~primarily due~~network toaffiliations ~~the~~of ~~unprecedented~~$30.8 million, ~~decline~~favorable inleases ~~the~~of ~~equity~~$8.6 million, ~~markets~~advertiser ~~over~~relationships ~~the~~of ~~last year~~$6.1 million, ~~At this~~retransmission ~~funding~~consent ~~level~~agreements of $7 million, ~~withdrawal~~and ~~restrictions~~other ~~are~~intangible ~~required~~assets byof ~~the~~$3.3 million. ~~Internal~~These ~~Revenue Service~~intangible ~~for~~assets ~~those~~will ~~cash~~be ~~balance~~amortized ~~participants~~over ~~who~~the ~~request~~estimated ~~lump~~remaining ~~sum~~useful ~~distributions. Former~~lives ~~employees~~of ~~who~~approximately ~~request~~2 years afor ~~lump~~network ~~sum~~affiliations, ~~distribution~~32 years ~~including~~for ~~rollovers~~favorable ~~will receive~~leases, ~~50%~~10 years offor ~~their~~advertiser ~~account~~relationships, ~~balance~~5 years ~~until~~for ~~the~~retransmission ~~funded~~consent ~~status~~agreements, and a weighted average life of ~~our~~6 years ~~plan increases~~for toother ~~above~~intangible ~~80%~~assets.

~~Note 9~~ACME —Television, ~~Stock-Based Compensation~~LLC

On ~~June~~ 2December 10, ~~2009~~2012, weLIN ~~completed~~Television anacquired ~~exchange~~certain ~~offer~~assets ~~which enabled employees and non-employee directors to exchange some or all~~ of ~~their~~the ~~outstanding~~ACME ~~options~~Television, ~~to purchase~~LLC ~~shares~~(“ACME”) oftelevision ~~our~~stations ~~class A common stock~~KWBQ-TV, ~~for~~KRWB-TV ~~new~~and ~~options~~KASY-TV to(collectively ~~purchase~~the ~~shares of~~“ACME ~~our~~Acquired ~~class A common stock~~Stations”), oneach aof ~~one~~which ~~for~~serves ~~one basis. There were 257 employees that participated in~~ the ~~exchange~~Albuquerque-Santa ~~with options to purchase an aggregate of 2~~Fe,~~931,285~~ ~~shares~~NM ~~of our Class A common stock~~market. ~~The~~ KASY, ~~new options have~~ an ~~exercise~~unrelated ~~price~~third ~~of $1.99 per share~~party, ~~equal~~acquired to the ~~closing~~remaining ~~price per~~assets ~~share~~ of ~~our~~the ~~Class~~ACME AAcquired ~~common~~Stations, ~~stock~~including onthe ~~June~~FCC ~~2, 2009~~license. The ~~new~~aggregate ~~stock~~purchase ~~options vest~~price ~~ratably~~for ~~over~~the ~~three~~ACME ~~years.~~Acquired AsStations awas ~~result~~$19 million, of ~~the~~which ~~exchange offer,~~ we ~~will recognize~~paid anapproximately ~~incremental charge of~~ $217.1 3 million ~~over~~and ~~the~~KASY ~~vesting~~paid ~~period~~approximately ~~of the new grants~~$1.7 million.

~~Note 10~~LIN —Television ~~Restructuring~~also agreed to provide certain services to the ACME Acquired Stations pursuant to SSAs with KASY. Under the SSAs with KASY, we provide administrative and technical services, supporting the business and operations of the ACME Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the ACME Acquired Stations.

~~During the~~The ~~second~~following ~~quarter~~table ofsummarizes ~~2009,~~the weprovisional ~~recorded~~allocation ~~a restructuring charge~~ of ~~$0.5 million as a result of~~ the ~~consolidation~~purchase ofprice ~~certain~~to ~~activities at our stations which resulted in~~ the ~~termination~~estimated offair 28values ~~employees. We made cash payments~~ of ~~$0.2~~ ~~million during~~ the ~~second~~assets ~~quarter~~acquired ~~ended~~and ~~June~~liabilities ~~30,~~assumed ~~2009~~by ~~related~~both tous ~~this restructuring. As~~and ofKASY ~~June 30, 2009, we had $0.3 million~~ in ~~accrued expenses in~~ the ~~consolidated~~acquisition ~~balance~~(in ~~sheet for this restructuring, which we expect to pay during the third quarter of 2009.~~thousands):

During the fourth quarter of 2008, we effected a restructuring that included a workforce reduction and the cancellation of certain syndicated television program contracts. The total charge for the plan was $12.9 million, including $4.3 million for a workforce reduction of 144 employees and $8.6 million for the cancellation of the contracts. We made cash payments of $0.8 million and $8.6 million for the three and six months ended June 30, 2009, respectively, related to these restructuring activities. Cumulatively under the plan, we have made payments of $12.2 million through June 30, 2009. As of June 30, 2009, we had $0.7 million in accrued expenses and accounts payable in the consolidated balance sheet for this restructuring and expect to make cash payments of $0.3 million during the remainder of 2009 and the remaining $0.4 million during 2010 and thereafter.

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

18Goodwill of $64.6 million and $5.3 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of synergies and economies of scale we expect to realize from the acquisitions of the television stations from New Vision and ACME, respectively. All of the goodwill recognized in connection with the acquisitions of New Vision and ACME is deductible for tax purposes.

~~Table of Contents~~14

~~The following~~Table ~~table details the amounts for both~~ of ~~these restructurings for the three and six months ended June 30, 2009.~~Contents

	Balance as of March 31, 2009		Three Months Ended June 30, 2009					Balance as of June 30, 2009
			Charge			Payments
Severance and related	$	$704	$	$(498	)	$	$883	$	$319
Contractual and other		891		-			144		747
Total	$	$1,595	$	$(498)		$	$1,027	$	$1,066

Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the six months ended June 30, 2013 were $69.6 million and $1.2 million, respectively.

	Balance as of December 31, 2008		Six Months Ended June 30, 2009					Balance as of June 30, 2009
			Charge			Payments
Severance and related	$	$3,493	$	$(498	)	$	$3,672	$	$319
Contractual and other		5,868		-			5,121		747
Total	$	$9,361	$	$(498)		$	$8,793	$	$1,066

The provisional purchase price allocation for the acquisitions presented above is based upon all information available to us at the present time, and is based upon management’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The purchase price allocation is provisional pending our final determination of the fair values of the assets and liabilities, which we expect will occur within twelve months following the acquisition. Upon the completion of the final purchase price allocation, any reallocation of fair values to the assets acquired and liabilities assumed in the acquisitions could have a material impact on our depreciation and amortization expenses and future results of operations. During the three and six months ended June 30, 2013, certain measurement period adjustments were made to the initial allocation for the New Vision and ACME acquisitions performed in the fourth quarter of 2012, which were not material to the consolidated financial statements.

~~Note 11~~Pro –Forma ~~Concentration of Credit Risk~~Information

~~On April~~The ~~30,~~following ~~2009,~~table ~~Chrysler~~sets ~~LLC~~forth ~~(“Chrysler”)~~unaudited ~~filed~~pro ~~for~~forma ~~Chapter~~results 11of ~~bankruptcy protection. On~~operations ~~June~~as 1of June 30, ~~2009~~2012, ~~General~~assuming ~~Motors~~that ~~Corporation~~the ~~(“GM”)~~above ~~filed for~~acquisitions ~~Chapter 11 bankruptcy protection. We currently have a concentration~~ of ~~credit~~television ~~risk~~stations ~~within our accounts receivable due~~ from ~~both Chrysler~~New Vision and ~~GM. We~~ACME, ~~have~~along ~~reviewed~~with ~~our~~transactions ~~reserves~~necessary ~~related~~ to ~~receivables from~~finance ~~these~~the ~~customers~~acquisitions, ~~and~~occurred ~~auto~~on ~~dealers whose advertising campaigns are subsidized by both Chrysler and GM. As of June 30~~January 1, ~~2009,~~2011 we(in ~~have determined that we are adequately reserved for all receivables due from these customers and their affiliates.~~thousands):

Note 12 — Income Taxes

	Three Months Ended June, 30 2012		Six Months Ended June 30, 2012
Net revenue	$	157,212	$	293,168
Net income	$	25,956	$	25,911
Basic income per common share attributable to LIN TV Corp.	$	0.47	$	0.47
Diluted income per common share attributable to LIN TV Corp.	$	0.46	$	0.45

~~We recorded~~This apro ~~benefit~~forma financial information is based on historical results of operations, adjusted for ~~income~~the ~~taxes~~allocation of ~~$10.2~~the ~~million~~purchase price and aother ~~provision~~acquisition ~~for~~accounting ~~income taxes~~adjustments, and is not necessarily indicative of $8what our results would have been had we operated the businesses since January 1, 2011.3 ~~million~~The pro forma adjustments for the three and six months ended June 30, ~~2009, respectively,~~2012 ~~compared~~reflect todepreciation aexpense, ~~benefit~~amortization ~~for~~of ~~income~~intangibles ~~taxes~~and amortization of ~~$71.5~~program ~~million~~contract ~~and~~costs ~~$70.9 million~~related ~~for~~to the ~~three~~fair ~~and~~value ~~six~~adjustments ~~months~~of ~~ended~~the ~~June~~assets 30acquired, ~~2008,~~additional ~~respectively. Our~~interest ~~effective~~expense ~~income~~related ~~tax~~to ~~rate~~the ~~was~~financing ~~104.1%~~of ~~and~~the ~~25.0%~~transactions, ~~for~~exclusion ~~the~~of ~~six~~nonrecurring ~~months~~financing ~~ended~~and ~~June 30,~~transaction ~~2009~~related costs and ~~2008,~~the ~~respectively~~related tax effects of the adjustments.

19Nami Media, Inc.

~~Table~~On November 22, 2011, LIN Television acquired a 57.6% interest (a 50.1% interest calculated on a fully diluted basis) in Nami Media, a digital advertising management and technology company based in Los Angeles, CA. Under the terms of ~~Contents~~our agreement with Nami Media, we agreed to purchase the remaining outstanding shares of Nami Media in 2014 if Nami Media achieves a target EBITDA in 2013 as outlined in the purchase agreement. The purchase price of these shares is based on multiples of Nami Media’s 2013 net revenues and EBITDA. Our maximum potential obligation under the purchase agreement is $37.4 million. Additionally, if Nami Media does not meet the target EBITDA in 2013, we have the option to purchase the remaining outstanding shares using the same purchase price multiple. Our obligation to purchase the noncontrolling interest holders’ shares is essentially outside of our control, because it is based on the achievement of target EBITDA in 2013. Therefore, the noncontrolling interest related to Nami Media as of June 30, 2013 and December 31, 2012 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets. As of the acquisition date, the fair value of the noncontrolling interest was $3.5 million, and was measured based on the purchase price for our 57.6% ownership interest and the net assets acquired as of the acquisition date. As of June 30, 2013, we believe that the fair value of the mandatory purchase obligation is zero and as a result, have not reflected this obligation in our consolidated financial statements.

~~Note~~In 132014, —if ~~Commitments~~we do not purchase the remaining outstanding shares of Nami Media by the date set forth in the respective purchase agreements, the noncontrolling interest holders have the right to purchase our interest in Nami Media. The purchase price of these shares is based on the same purchase price multiple described above and ~~Contingencies~~ is exercisable only if the 2013 EBITDA target is not met and we do not elect to purchase the remaining interest. The fair value of this option is zero and no amounts related to these options are included in our consolidated financial statements as of June 30, 2013 and December 31, 2012.

~~GECC Note~~15

~~GECC provided~~Table ~~debt financing for the joint venture between NBC Universal and us, in the form~~ of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 2, 2013 and 9% per annum thereafter. We have a 20.38% equity interest in the joint venture and NBC Universal has the remaining 80% equity interest, in which we and NBC Universal each have a 50% voting interest. NBC Universal operates the two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. NBC Universal and GECC are both majority-owned subsidiaries of General Electric Co. LIN TV has guaranteed the payment of principal and interest on the GECC Note.Contents

~~The GECC Note is an obligation of the joint venture and is not an obligation of~~ LIN TV or LIN Television or any of its subsidiaries. GECC’s only recourse, upon an event of default under the GECC Note, is to the joint venture, our equity interest in the joint venture and, after exhausting all remedies against the assets of the joint venture and the other equity interests in the joint venture, to LIN TV pursuant to its guarantee of the GECC Note. An event of default under the GECC Note will occur if the joint venture fails to make any scheduled interest payment within 90 days of the date due and payable, or to pay the principal amount on the maturity date. If the joint venture fails to pay interest on the GECC Note, and neither NBC Universal nor we make a shortfall loan to cover the interest payment within 90 days of the date due and payable, an event of default would occur and GECC could accelerate the maturity of the entire amount due under the GECC Note.Digital

~~The joint venture~~On ~~has~~October ~~been~~2, adversely impacted by the current economic downturn. Cash flow shortfalls at the joint venture caused by a decline in advertising revenues could require us to make cash payments to the joint venture to cover interest obligations under the GECC Note. The joint venture is not planning to distribute any cash to either NBC Universal or us in 2009~~; and has used a portion of its existing debt service cash reserve balances~~, ~~which~~LIN ~~were~~Television ~~$9.6 million~~acquired asRed ofMcCombs ~~June 30~~Media, LP ~~2009~~(“RMM”), toan ~~fund~~online ~~interest~~advertising ~~payments.~~and ~~For~~media ~~the~~services ~~six~~company ~~months~~based ~~ended June~~in 30Austin, ~~2009~~TX, ~~the~~which ~~joint~~was ~~venture’s~~rebranded ~~actual~~as ~~operating~~“LIN ~~results~~Digital” ~~were~~in ~~below those originally forecasted for~~ the ~~period.~~first Asquarter of ~~August 10, 2009, the joint venture has not yet completed an updated forecast for 2009 based on actual results through June 30, 2009~~2013. ~~Based~~In onconnection ~~information~~with ~~previously provided by~~ the ~~joint venture~~acquisition, we ~~previously~~entered ~~disclosed~~into ~~that~~an ~~the~~incentive ~~cash~~compensation ~~generated by~~arrangement ~~the~~with ~~joint~~certain ~~venture~~key ~~could~~members ~~be in the range~~ of ~~$5 million to $10 million less than the amount needed to pay the interest due on the GECC Note for 2009; however the actual cash shortfall could be greater than our current estimate~~management. ~~NBC~~ ~~Universal~~The ~~and~~arrangement weprovided ~~have~~payments ~~agreed that if the joint venture does not have sufficient cash~~ to ~~cover~~those ~~interest~~employees ~~payments~~based on ~~the GECC Note through April 1, 2010, we and NBC Universal will provide the joint venture with~~ a ~~shortfall~~computation ~~loan on the basis~~ of ~~our~~EBITDA ~~percentage~~generated ofby ~~economic~~LIN ~~interest~~Digital induring ~~the joint venture~~2012. During ~~Our~~the ~~percentage~~second ofquarter ~~economic interest is 20.38%. If we are required to fund a portion~~ of ~~a shortfall loan~~2013, we ~~plan~~paid ~~to use our available cash balances or available borrowings under our credit facility~~$8. ~~The joint venture has not yet provided an estimate of~~9 ~~their~~million ~~results~~related ~~for 2010 and there is no agreement on how we would share any shortfall after April 1, 2010. If the joint venture experiences further cash shortfalls beyond the next 12 months, we may decide~~ to ~~fund~~this ~~such~~incentive ~~cash~~compensation ~~shortfalls, or to cover such shortfalls through further loans or equity contributions to the joint venture~~arrangement. ~~As of June 30, 2009, management has not accrued for any potential shortfall payments to the joint venture as such amounts are not yet estimable and probable.~~

~~Under the terms of its guarantee of the GECC~~ Note, LIN TV would be required to make a payment for an amount to be determined (the “Guarantee Amount”) upon occurrence of the following events: a) there is an event of default; b) neither NBC Universal nor we remedy the default; and c) after GECC exhausts all remedies against the assets of the joint venture, the total amount realized upon exercise of those remedies is less than the $815.5 million principal amount of the GECC Note. ~~Upon~~3 ~~the~~— ~~occurrence~~Discontinued of such events, the amount owed by LIN TV to GECC pursuant to the guarantee would be calculated as the difference between i) the total amount at which the joint venture’s assets were sold and ii) the principal amount and any unpaid interest due under the GECC Note. As of December 31, 2008, we estimated that the fair value of the television stations in the joint venture to be approximately $300 million less than the outstanding balance of the GECC Note of $815.5 million. During 2009, the joint venture's operating results indicate that the deficit to fair value as of June 30, 2009 could now be greater than the estimated $300 million deficit from December 31, 2008. We fully impaired our goodwill associated with these television stations during the fourth quarter of 2008.Operations

20WWHO-TV

~~Table~~On February 16, 2012, we completed the sale of ~~Contents~~substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH, to Manhan Media, Inc. During the six months ended June 30, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

We believe the probability is remote that there would be an event of default and therefore an acceleration of the principal amount of the GECC Note during 2009, although there can be no assurances that such an event of default will not occur. There are no financial or similar covenants in the GECC Note and, since both NBC Universal and we have agreed to fund interest payments if the joint venture is unable to do so in 2009 and through the first quarter of 2010, NBC Universal and we are able to control the occurrence of a default under the GECC Note.WUPW-TV

~~However~~On April 21, if an2012, ~~event~~we completed the sale of ~~default~~substantially ~~under~~all of the ~~GECC~~assets ~~Note~~of ~~occurs,~~WUPW-TV ~~LIN~~to TVWUPW, LLC. ~~which~~During ~~conducts~~the ~~all~~three ~~of its~~and ~~operations~~six ~~through~~months ~~its~~ended ~~subsidiaries~~June 30, ~~could~~2012, ~~experience~~we ~~material~~recorded ~~adverse consequences~~a gain on the sale of WUPW-TV of $18 million ($11.7 million, ~~including:~~net of tax).

·The ~~GECC,~~following ~~after~~presents ~~exhausting~~summarized ~~all~~information ~~remedies~~for ~~against~~ the ~~joint~~discontinued ~~venture,~~operations ~~could enforce its rights under the guarantee, which could cause LIN TV to determine that LIN Television should seek to sell material assets owned by it~~ (in ~~order to satisfy LIN TV’s obligations under the guarantee;~~thousands):

· GECC’s initiation of proceedings against LIN TV under the guarantee, if they result in material adverse consequences to LIN Television, would cause an acceleration of LIN Television’s credit facility and other outstanding indebtedness; and

	Three Months Ended June 30,
	2013						2012
	WWHO- TV		WUPW- TV		Total		WWHO- TV		WUPW- TV			Total

Net revenues	$	—	$	—	$	—	$	—	$	418		$	418
Operating income (loss)	—		—		—		16		(58		)	(42		)
Net income (loss)	—		—		—		22		(98		)	(76		)

· if the GECC Note is prepaid because of an acceleration on default or otherwise, we would incur a substantial tax liability of approximately $271.3 million related to our deferred gain associated with the formation of the joint venture.

	Six Months Ended June 30,
	2013						2012
	WWHO- TV		WUPW- TV		Total		WWHO- TV			WUPW- TV			Total

Net revenues	$	—	$	—	$	—	$	440		$	2,193		$	2,633
Operating loss	—		—		—		(393		)	(1,166		)	(1,559		)
Net loss	—		—		—		(252		)	(766		)	(1,018		)

~~Letter of~~Note ~~Credit~~4 —Investments

~~As of~~Joint ~~June~~Venture 30, 2009, we had a $6.0 million letter of credit outstanding, issued on April 1, 2009, for the benefit of former shareholders of 54 Broadcasting, Inc. (“54 Broadcasting”) for the purpose of securing our obligations pursuant to the March 2, 2009 settlement agreement we reached with ~~54 Broadcasting, as more fully described in Note 14 – "Commitments and Contingencies" to our 2008 Annual Report on Form 10-K.~~ NBCUniversal

21As of December 31, 2012, we held a 20.38% interest in SVH, a joint venture with NBCUniversal, and accounted for our interest using the equity method as we did not have a controlling interest. SVH holds a 99.75% interest in SVO, which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture.

~~Table~~As further described in Note 1 — “Basis of ~~Contents~~Presentation and Summary of Significant Accounting Policies” and Note 11 — “Commitments and Contingencies,” on February 12, 2013, LIN TV, LIN Television, and LIN Texas entered into, and simultaneously closed the transactions contemplated by the Transaction Agreement among subsidiaries of NBCUniversal, Comcast, the GE Parties, and SVH.

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), 14LIN —TV ~~Subsequent Events~~was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. As a result of the JV Sale

~~Amended and Restated Credit Agreement~~16

~~On July~~Table 31, 2009, we entered into an Amended Credit Agreement, which is filed as Exhibit 99.1 to our Current Report on Form 8-K filed on August 6, 2009. Under the Amended Credit Agreement, our aggregate revolving credit commitments will remain at $225.0 million and our outstanding term loans remain at $69.9 million. The terms of the Amended Credit Agreement include, but are not limited to, changes to financial covenants, including our consolidated leverage ratio, consolidated interest coverage ratio and consolidated senior leverage ratio, a general tightening of the exceptions to our negative covenants (principally by means of reducing the types and amounts of permitted transactions) and an increase to the interest rates and fees payable with respect to the borrowings under the Amended Credit Agreement. Certain revised financial condition covenants, and other key terms, are as follows:Contents

	Prior		As Amended
Consolidated Leverage Ratio:
July 1, 2009 through September 30, 2009		7.00x		9.00x
October 1, 2009 to December 31, 2009		7.00x		10.50x
January 1, 2010 through March 31, 2010		6.50x		10.00x
April 1, 2010 through June 30, 2010		6.50x		9.00x
July 1, 2010 through September 30, 2010		6.00x		7.50x
October 1, 2010 and thereafter		6.00x		6.00x
Consolidated Interest Coverage Ratio:
July 1, 2009 through September 30, 2009		2.00x		1.75x
October 1, 2009 through December 31, 2009		2.00x		1.50x
January 1, 2010 through June 30, 2010		2.25x		1.75x
July 1, 2010 through September 30, 2010		2.25x		2.00x
October 1, 2010 and thereafter		2.25x		2.25x
Consolidated Senior Leverage Ratio:
July 1, 2009 through September 30, 2009		3.50x		3.75x
October 1, 2009 through December 31, 2009		3.50x		4.25x
January 1, 2010 through March 31, 2010		3.50x		4.00x
April 1, 2010 through June 30, 2010		3.50x		3.75x
July 1, 2010 through September 30, 2010		3.50x		3.00x
October 1, 2010 and thereafter		3.50x		2.25x
Interest rate on borrowings		LIBOR + 150bps*		LIBOR + 375bps
* At consolidated leverage of 7x or greater.

Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

~~The Amended~~Note ~~Credit~~5 ~~Agreement~~— ~~revises~~Intangible ~~the calculation of Consolidated Total Debt used in our consolidated leverage ratios to exclude the netting of cash and cash equivalents against total debt.~~Assets

~~On an~~Goodwill ~~annual~~totaled ~~basis~~$203 ~~following~~million ~~the~~and ~~delivery~~$192.1 ofmillion ~~the~~at ~~Company's year-end financial statements, the~~June ~~Amended Credit Agreement requires mandatory prepayments of principal~~30, as2013 ~~well~~and ~~as a permanent reduction in revolving credit commitments~~December 31, ~~subject~~ ~~to a computation of excess cash flow for the preceding fiscal year~~2012, as ~~more~~respectively. ~~fully~~The ~~set~~change ~~forth~~ in the ~~Amended~~carrying ~~Credit~~amount ~~Agreement. In addition, the Amended Credit Agreement places additional restrictions on the use~~ of ~~proceeds from~~goodwill ~~asset~~during ~~sales or from~~ the ~~issuance~~six ofmonths ~~debt~~ended ~~(with the result that such proceeds~~June 30, ~~subject~~2013 towas ~~certain~~as ~~exceptions,~~follows ~~be used for mandatory prepayments of principal and permanent reductions~~ (in ~~revolving credit commitments~~thousands), and includes an anti-cash hoarding provision which requires that LIN Television Corporation utilize unrestricted cash and cash equivalent balances in excess of $12.5 million to repay principal amounts outstanding, but not permanently reduce capacity, under our revolving credit facility.:

	Goodwill
Balance as of December 31, 2012	$	192,079
Acquisitions	10,919
Balance as of June 30, 2013	$	202,998

~~Table~~The following table summarizes the carrying amounts of ~~Contents~~intangible assets (in thousands):

In connection with the Amended Credit Agreement, we incurred costs of approximately $3.5 million related primarily to lender, arrangement and legal fees. Additionally, as a result of the Amended Credit Agreement, we expect cash interest expense, on an annualized basis, to increase by approximately $7.0 million, based on the total principal amounts outstanding as of June 30, 2009.

	June 30, 2013					December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Broadcast licenses	$	536,515	$	—		$	536,515	$	—
Intangible assets subject to amortization (1)	85,950		(28,579		)	75,625		(16,071		)
Total	$	622,465	$	(28,579	)	$	612,140	$	(16,071	)

~~54 Broadcasting~~(1) Intangible assets subject to amortization are amortized on a straight line basis and primarily include network affiliations, acquired customer relationships, completed technology, brand names, non-compete agreements, internal-use software, favorable operating leases, and retransmission consent agreements.

~~On May 27,~~There ~~2009,~~were ~~the~~no ~~FCC~~events ~~approved~~during the ~~transfer~~six ofmonths ~~the~~ended ~~shares of 54 Broadcasting~~June ~~to Vaughan Media~~30, ~~LLC~~2013 ~~(“Vaughan~~and ~~Media”). 54 Broadcasting holds the FCC broadcast license to KNVA-TV in Austin~~June 30, ~~TX,~~2012 ~~for~~that ~~which~~warranted wean ~~provide programming~~interim ~~under~~impairment atest ~~local marketing agreement. On July 27, 2009, we assigned our option to purchase the shares~~ of 54 Broadcasting to Vaughan Media, which acquired the stock of 54 Broadcasting on July 27, 2009. Pursuant to the settlement agreement we reached on March 2, 2009 with the former shareholders of 54 Broadcasting, summarized in Note 14 – Commitments and Contingencies, to our ~~2008 Annual Report on Form 10~~indefinite-K,lived onintangible ~~the date of the closing of this transfer~~assets, weincluding ~~made a payment of $6~~goodwill.~~0 million to 54 Broadcasting prior to Vaughan Media’s exercise of the option to purchase the shares of 54 Broadcasting.~~

~~Our financial~~Note ~~statements~~6 ~~for~~— the quarter ended June 30, 2009 were issued on August 10, 2009. We have determined that no other events or transactions have occured through the date of issuance that would require recognition or disclosure within the financial statements.Debt

23We guarantee all of LIN Television’s debt. All of the consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, the 83/8% Senior Notes due 2018 (the “83/8% Senior Notes”), and the 63/8% Senior Notes due 2021 (the “63/8% Senior Notes”) on a joint-and-several basis.

~~Table~~Debt consisted of ~~Contents~~the following (in thousands)

LIN TV Corp.

	June 30,		December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	—	$	—
$121,875 and $125,000 Term loans, net of discount of $390 and $435 as June 30, 2013 and December 31, 2012, respectively	121,485		124,565
$315,800 and $257,400 Incremental term loans, net of discount of $1,852 and $2,020 as of June 30,2013 and December 31, 2012, respectively	313,948		255,380
83/8% Senior Notes due 2018	200,000		200,000
63/8% Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,757		14,881
Other debt	4,748		5,401
Total debt	944,938		890,227
Less current portion	14,028		10,756
Total long-term debt	$	930,910	$	879,471

~~Management’s Discussion~~During the three and ~~Analysis~~six months ended June 30, 2013, we paid $2.4 million and $4.7 million, respectively, of principal on the term loans and incremental term loans related to mandatory quarterly payments under our senior secured credit facility.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~17

~~Our consolidated~~Table ~~financial statements reflect the operations, assets and liabilities~~ of ~~Banks Broadcasting as discontinued for all periods presented.~~Contents

~~Special Note~~In ~~about~~February 2013, ~~Forward~~pursuant to our existing credit agreement, we issued $60 million of new debt in the form of a tranche B-~~Looking~~2 ~~Statements~~incremental term facility (the “Incremental Facility”). The Incremental Facility is a five-year term loan facility and is subject to the terms of LIN Television’s existing credit agreement, dated as of October 26, 2011, as amended on December 24, 2012, by and among LIN Television, JP Morgan Chase Bank as Administrative Agent and the banks and other financial institutions party thereto (the “Credit Agreement”). The proceeds of the Incremental Facility, as well as cash on hand and cash from revolving borrowings under the Credit Agreement, were used to fund the $100 million transferred to SVH by LIN Television pursuant to the JV Sale Transaction.

~~This report~~During ~~contains~~the ~~certain~~six ~~forward-looking~~months ~~statements~~ended ~~with~~June 30, ~~respect to our financial condition~~2012, ~~results~~we ofrecorded ~~operations~~a ~~and~~loss ~~business,~~on ~~including~~extinguishment ~~statements~~of ~~under~~debt ~~this caption~~of ~~“Item~~ $2.1 ~~Management’s~~million ~~Discussion~~to ~~and~~our ~~Analysis~~consolidated ofstatement ~~Financial Condition and Results~~ of ~~Operations”.~~operations, ~~All~~consisting of ~~these~~a ~~forward~~write-~~looking~~down ~~statements~~of ~~are~~deferred ~~based~~financing ~~on estimates~~fees and ~~assumptions~~unamortized ~~made~~discount byrelated ~~our management, which, although we believe them~~ to bethe ~~reasonable,~~redemption ~~are inherently uncertain. Therefore, you should not place undue reliance upon such estimates and statements. We cannot assure you that any~~ of ~~such~~our ~~estimates~~6 or½% ~~statements~~Senior ~~will~~Subordinated beNotes ~~realized~~ and ~~actual~~our ~~results~~6 ~~may~~½% ~~differ materially~~Senior ~~from~~Subordinated ~~those~~Notes ~~contemplated~~— byClass B ~~such forward-looking statements. Factors that may cause such differences include those discussed under the caption~~ (“~~Item 1A.~~6 ~~Risk~~½% ~~Factors”~~Senior ofSubordinated ~~our Annual Report on Form 10-K for the year ended December 31, 2008~~Notes”).

~~Many of~~The ~~these~~fair ~~factors~~values ~~are~~of ~~beyond~~ our ~~control. Forward~~long-~~looking~~term ~~statements~~debt ~~contained herein~~are ~~speak~~estimated ~~only~~based ason ofquoted ~~the~~market ~~date~~prices ~~hereof.~~for Wethe ~~undertake~~same noor ~~obligation~~similar toissues ~~publicly release~~(Level ~~the~~2 ~~result~~inputs of ~~any~~the ~~revisions to these forward~~three-~~looking~~level ~~statements,~~fair ~~which may~~value behierarchy). The ~~made~~carrying toamounts ~~reflect~~and ~~events~~fair orvalues ~~circumstances~~of ~~after~~our ~~the~~long-term ~~date~~debt ~~hereof~~were oras ~~to reflect~~follows ~~the~~(in ~~occurrence of unanticipated events.~~thousands):

Executive Summary

	June 30,		December 31,
	2013		2012
Carrying amount	$	930,181	$	875,346
Fair value	948,519		910,500

~~Our Company~~Note ~~owns~~7 ~~and~~— ~~operates~~Fair ~~and/or~~Value programs 27 television stations in 17 mid-sized markets in the United States. Our operating revenues are derived primarily from the sale of advertising time to local and national advertisers and, presently, to a lesser extent, from digital revenues, network compensation, barter and other revenues.Measurements

~~During the~~We ~~six~~record ~~months~~the ~~ended~~fair ~~June~~value ~~30,~~of ~~2009,~~certain wefinancial ~~recorded~~assets aand ~~net~~liabilities ~~loss~~on ofa $0recurring basis.8 The ~~million, which~~following ~~included~~table ansummarizes ~~impairment~~the ~~charge~~financial ofassets ~~$39.9~~measured ~~million~~at ~~related~~fair tovalue ~~our~~in ~~broadcast licenses~~the ~~and~~accompanying ~~goodwill. The~~financial ~~impairment~~statements ~~charge~~using ~~is a result of~~ the ~~continued~~ ~~decline~~three-level infair ~~advertising~~value ~~revenues~~hierarchy atas ~~certain~~ of ~~our~~June 30, ~~stations~~2013 asand aDecember 31, ~~result of~~2012 ~~the~~(in ~~ongoing economic decline.~~thousands):

During the three and six months ended June 30, 2009, we experienced continued declines in revenues compared to the same periods in 2008. These declines in revenues were in excess of our original 2009 plan and we anticipate continued weakness in revenues during the remainder of this year. As a result, and to ensure continued compliance with the financial covenants in our credit agreement, on July 31, 2009 we entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and banks and financial institutions party thereto. For further information regarding the terms of the Amended Credit Agreement see Liquidity and Capital Resources.

	Significant Observable Inputs		Significant Unobservable Inputs
	(Level 2)		(Level 3)		Total
June 30, 2013:
Assets:
Deferred compensation related investments	$	650	$	2,887	$	3,537

December 31, 2012:
Assets:
Deferred compensation related investments	$	619	$	2,461	$	3,080

24For level two investments, the fair value of our investments is based upon the fair value of the investments selected by employees. For level three investments, the fair value of our deferred compensation related investments is based on the cash surrender values of life insurance policies underlying our supplemental income deferral plan.

~~Table~~Note of8 ~~Contents~~— Retirement Plans

~~Critical~~The ~~Accounting~~following ~~Policies~~table shows the components of the net periodic pension cost and ~~Estimates~~ the contributions to our 401(k) Plan and ~~Recently~~the ~~Issued~~retirement ~~Accounting~~plans ~~Pronouncements~~(in thousands):

Certain of our accounting policies, as well as estimates that we make, are critical to the presentation of our financial condition and results of operations since they are particularly sensitive to our judgment. Some of these policies and estimates relate to matters that are inherently uncertain. The estimates and judgments we make affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates, including those related to intangible assets and goodwill, bad debts, program rights, income taxes, stock-based compensation, employee medical insurance claims, pensions, useful lives of property and equipment, contingencies, barter transactions, acquired asset valuations and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and it is possible that such differences could have a material impact on our consolidated financial statements. For a more detailed explanation of the judgments made in these areas and a discussion of our accounting policies, refer to “Critical Accounting Policies, Estimates and Recently Issued Accounting Pronouncements” included in Item 7, and Note 1 - “Summary of Significant Accounting Policies” included in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2008.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
*Net periodic pension cost (benefit):*
Interest cost	$	1,314		$	1,364		$	2,628		$	2,728
Expected return on plan assets	(1,670		)	(1,549		)	(3,340		)	(3,098		)
Amortization of net loss	428			431			856			862
Net periodic cost	$	72		$	246		$	144		$	492
*Contributions:*
401(k) Plan	$	1,092		$	843		$	2,424		$	1,920
Defined contribution retirement plans	35			45			84			182
Defined benefit retirement plans	1,416			1,368			2,713			2,290
Total contributions	$	2,543		$	2,256		$	5,221		$	4,392

~~Recent Accounting Pronouncements~~18

~~In June~~Table ~~2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy~~ of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“FAS 168”). FAS 168 establishes the FASB Accounting Standards Codification as the sole source of authoritative GAAP. Pursuant to the provisions of FAS 168, we will update our references to GAAP in our consolidated financial statements issued for the period ended September 30, 2009 and thereafter. The adoption of FAS 168 will have no impact on our financial position or results of operations. Contents

~~In June~~See ~~2009,~~Note ~~the~~11 ~~FASB~~— ~~issued FAS 167,~~ “~~Amendments~~Retirement ~~to FASB Interpretation No. 46(R)~~Plans” ~~(“FAS~~in ~~167”). FAS~~Item ~~167 is effective for interim and annual reporting periods ending after November~~ 15, ~~2009.~~of ~~FAS~~our ~~167~~Annual ~~amends~~Report ~~certain guidance~~on inForm 10-K ~~FIN 46(R) to eliminate the exemption~~ for ~~special purpose entities, require a new qualitative approach for determining who should consolidate a variable interest entity and change~~ the ~~requirement~~year ~~for~~ended ~~when to reassess who should consolidate a variable interest entity.~~December ~~We plan to adopt FAS 167 effective January 1~~31, ~~2010,~~2012 ~~and~~for ~~we do not expect it to have~~ a ~~material~~full ~~impact~~description on of our ~~financial~~retirement ~~position or results of operations~~plans.

~~In June~~Note 2009, the FASB issued FAS 166 “Accounting for Transfers of Financial Assets – an amendment of FAS Statement No. 140” (“FAS 166”). FAS 166 is effective for interim and annual reporting periods ending after November 15, 2009 and must be applied to transfers occurring on or after the effective date. FAS 166 clarifies that the objective of paragraph 9 of— Statement 140 is to determine whether a transferor and all of the entities included in the transferor’s financial statements being presented have surrendered control over transferred financial assets. We plan to adopt FAS 166 effective January 1, 2010, and we do not expect it to have a material impact on our financial position or results of operations.Restructuring

~~In May~~During ~~2009,~~ the ~~FASB~~three ~~issued~~and ~~FAS~~six ~~165~~months ~~“Subsequent~~ended ~~Events”~~June 30, ~~(“FAS~~2013, ~~165”).~~we ~~FAS~~recorded ~~165~~a ~~is effective~~restructuring ~~for~~charge ~~interim~~of $0.4 million and ~~annual~~$2.5 ~~reporting~~million, ~~periods~~respectively, ~~ending~~for ~~after~~severance ~~June~~and ~~15,~~related ~~2009. FAS~~costs ~~165~~as ~~introduces~~a ~~the~~result ~~concept~~ of ~~financial~~the ~~statements~~integration ~~being~~of ~~available~~the totelevision ~~be issued~~stations ~~and~~acquired ~~requires~~during ~~disclosure~~2012. During of the ~~date~~three ~~through~~and ~~which~~six anmonths ~~entity~~ended ~~has~~June 30, ~~evaluated subsequent~~2013, ~~events~~we ~~and~~made ~~the~~cash ~~basis~~payments ~~for~~of ~~that date~~$1.7 million Weand ~~have~~$2.3 million, ~~adopted~~respectively, ~~FAS~~related ~~165~~to ~~effective June~~these ~~30,~~restructuring ~~2009~~actions. We ~~and~~expect ~~included~~to ~~the~~make ~~required~~cash ~~disclosure~~payments inof ~~Note~~approximately ~~14 – “Subsequent Events”~~$0.1 ~~FAS~~million ~~165~~during ~~did~~the ~~not~~remainder ~~have~~of a2013 ~~material~~related ~~impact~~to onthese ~~our~~restructuring ~~financial position or results of operations~~activities.

25Also, during the year ended December 31, 2012, we recorded a restructuring charge of $2.4 million as a result of the consolidation of certain activities at our stations. During the six months ended June 30, 2013, we made cash payments of $0.8 million related to these restructuring actions. We do not expect to make significant cash payments during the remainder of the year with respect to such transactions, as the majority of the restructuring activities are complete as of the date of this report.

Table of Contents

	Severance and Related
Balance as of December 31, 2012	$	717
Charges	2,523
Payments	(3,107		)
Balance as of June 30, 2013	$	133

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires public entities to disclose in their interim financial statements the fair value of all financial instruments within the scope of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), as well as the method(s) and significant assumptions used to estimate the fair value of those financial instruments. We adopted the provisions of FSP FAS 107-1 and APB 28-1 by including the required additional financial statement disclosures as of June 30, 2009 in Note 610 –— ~~Derivative~~Income ~~Financial Instruments and Note 7 - Fair Value Measurement. The adoption of FSP FAS 107-1 and APB 28-1 had no financial impact on our financial position or results of operations.~~Taxes

~~Also in~~We ~~April~~recorded ~~2009,~~a ~~the~~provision ~~FASB~~for ~~issued~~income ~~FSP~~taxes Noof $5.2 ~~FAS~~million ~~115-~~and $4.2 million for the three and ~~FAS~~six ~~124-2~~months ended June 30, ~~“Recognition~~2013, ~~and Presentation~~respectively, compared to a provision for income taxes of ~~Other-Than-Temporary~~$10.1 ~~Impairments”~~million ~~(“FSP~~and ~~FAS~~$12.9 ~~115-2~~million for the three and ~~FAS 124-2”)~~six months ended June 30, to2012, ~~change~~respectively. The decrease in the ~~method~~tax ~~for~~provision ~~determining~~was ~~whether~~primarily ana ~~other-than-temporary impairment~~result ~~exists~~of ~~for~~the ~~debt~~decrease ~~securities~~in ~~and~~income ~~the~~from ~~amount~~operations ofbefore antaxes ~~impairment~~as ~~charge~~compared to be ~~recorded~~the insame ~~earnings~~periods last year. ~~FSP~~ Our ~~FAS~~effective ~~115-2~~income ~~and~~tax ~~FAS~~rate ~~124-2~~was ~~also~~40.4% ~~requires enhanced~~and ~~disclosures,~~38.6% ~~including~~for the ~~Company’s~~six ~~methodology~~months ended June 30, 2013 and ~~key~~June 30, ~~inputs~~2012, ~~used for~~respectively. The ~~determining~~increase in the ~~amount~~effective ofincome ~~credit~~tax ~~losses~~rate ~~recorded~~was inprimarily ~~earnings.~~due Weto ~~adopted~~certain ~~FSP FAS~~acquisition ~~115-2~~related ~~and~~expenses ~~FAS~~incurred ~~124-2~~ during the ~~second~~six ~~quarter~~months ofended ~~2009~~June 30, ~~and~~2013 ~~the~~for ~~adoption~~which ~~had~~ no ~~impact~~tax onbenefit was recorded. We expect our ~~financial~~effective ~~position~~income ortax ~~results~~rate to range between 38% and 40% during the remainder of ~~operations~~2013, exclusive of any impact of the discrete items described below.

~~Additionally, the~~As ~~FASB~~of ~~issued~~December 31, ~~FSP No. FAS 157-4~~2012, ~~“Determining~~we ~~Fair~~had ~~Value~~a ~~When~~valuation ~~the~~allowance ~~Volume and Level~~ of ~~Activity~~$18.2 ~~for~~million ~~the~~offsetting ~~Asset~~certain orstate ~~Liability~~net ~~Have~~operating ~~Significantly~~loss ~~Decreased~~carryforwards and ~~Identifying~~ ~~Transactions~~other ~~That~~state ~~Are~~deferred ~~Not~~tax ~~Orderly”~~assets, ~~(“FSP~~as ~~FAS~~we ~~157-4”),~~concluded ~~during~~that ~~April 2009. FSP~~it ~~FAS~~was ~~157-4~~more ~~provides~~likely ~~additional~~than ~~guidance~~not tothat ~~highlight~~these ~~and~~deferred ~~expand on~~tax ~~the~~assets ~~factors~~would ~~that~~not ~~should~~ be ~~considered~~realized. As inof ~~estimating~~June 30, ~~fair~~2013, ~~value~~we ~~when~~believe ~~there~~that ~~has been~~it ais ~~significant~~reasonably ~~decrease~~possible inthat ~~market~~some ~~activity~~or ~~for~~all aof ~~financial~~this ~~asset. FSP FAS~~existing ~~157-4~~state ~~also~~valuation ~~requires~~allowance ~~new~~may ~~disclosures~~be ~~relating~~reversed towithin ~~fair~~the ~~value~~next ~~measurement inputs~~twelve ~~and~~months, ~~valuation~~primarily ~~techniques~~due ~~(including~~to ~~changes~~the inCompany’s ~~inputs~~ability ~~and~~to ~~valuation techniques).~~generate Wesufficient ~~adopted~~taxable ~~FSP~~income ~~FAS~~prior ~~157-4~~to ~~during~~the expiration of the ~~second~~net ~~quarter~~operating ofloss ~~2009. The~~carryforwards ~~adoption~~described ofabove. Although ~~FSP~~realization ~~FAS~~is ~~157-4~~not ~~had~~assured, nowe ~~financial~~expect ~~impact~~that onany ~~our~~such ~~financial position~~changes orcould ~~results~~have ofa ~~operations. See~~material ~~Note~~impact 4on ~~(Fair~~our ~~Value)~~annual ~~for~~effective ~~further detail~~tax rate.

~~Effective January~~As 1,a ~~2009,~~result of the ~~Company~~JV Sale ~~adopted~~Transaction, ~~SFAS~~we Norecognized $27.5 million ~~141(R)~~and $0.9 million of incremental short-term deferred federal and state tax liabilities, ~~“Business~~respectively, ~~Combinations” (“SFAS~~in ~~141(R)”)~~excess of those which were previously established. ~~SFAS~~ ~~141(R)~~The ~~establishes~~financial ~~principles~~impact of the JV Sale Transaction and ~~requirements~~corresponding ~~for how~~tax anexpense ~~acquirer~~of ~~recognizes~~$28.4 million ~~and~~was ~~measures~~reflected in ~~its~~our consolidated financial statements for the ~~identifiable~~ ~~assets~~year ~~acquired~~ended December 31, 2012. During the ~~liabilities~~first ~~assumed~~quarter ~~and~~of ~~any~~2013, ~~non-controlling interest~~approximately in$163 ~~the~~million ~~acquiree;~~of ~~how~~short ~~the~~term ~~acquirer~~deferred ~~recognizes~~liabilities ~~and~~were ~~measures~~reclassified ~~the~~to ~~goodwill acquired~~income intaxes apayable ~~business~~upon ~~combination;~~the ~~and~~consummation ~~how~~of the ~~acquirer~~JV ~~determines~~Sale ~~what information~~Transaction. As toa ~~disclose~~result toof ~~enable~~the ~~users~~close of the ~~financial~~Merger ~~statements~~on July 30, 2013, approximately $115 million of this tax liability is expected to ~~evaluate the~~be ~~nature~~extinguished, ~~and~~resulting ~~financial~~in ~~effects~~a remaining tax liability of approximately $48 million associated with the ~~business~~JV ~~combination~~Sale Transaction. ~~The~~ For ~~adoption of~~further ~~FAS~~discussion ~~141(R)~~regarding ~~did~~the ~~not~~JV ~~have~~Sale aTransaction ~~material~~and ~~impact~~the onMerger, ~~our~~see ~~financial~~Note ~~position~~1 ~~or results~~— “Basis of ~~operations~~Presentation asand Summary of, orSignificant ~~for,~~Accounting ~~the~~Policies” ~~three~~ and ~~six~~Note ~~months~~11 ~~ended~~— ~~June~~“Commitments ~~30, 2009~~and Contingencies. ”

~~In December~~Note ~~2008,~~11 ~~the~~— ~~FASB~~Commitments issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1 increases disclosure requirements related to an employer’s defined benefit pension or other postretirement plans. We plan to adopt FSP FAS 132(R)-1 effective January 1, 2010, and ~~we do not expect it to have a material impact on our financial position or results of operations.~~Contingencies

~~In November~~We ~~2008~~lease land, ~~the FASB issued EITF 08-1~~buildings, ~~“Revenue~~vehicles ~~Arrangements~~and ~~with Multiple~~equipment ~~Deliverables”~~pursuant ~~(“EITF~~to 08non-~~1”). EITF~~cancelable ~~08-1~~operating islease ~~effective~~agreements ~~for revenue~~and ~~arrangements~~we ~~entered~~contract ~~into~~for orgeneral ~~materially~~services ~~modified~~pursuant into ~~fiscal~~non-cancelable ~~years beginning~~operating onagreements orthat ~~after~~expire ~~December~~at ~~31,~~various ~~2009~~dates ~~and~~through ~~shall be applied on a prospective basis~~2036. ~~Earlier~~ ~~application~~In isaddition, ~~permitted~~we ashave ofentered ~~the~~into ~~beginning~~commitments ~~of a fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor~~ for ~~arrangements~~ ~~under~~future ~~which~~syndicated itentertainment ~~will~~and ~~perform~~sports ~~multiple revenue-generating activities~~programming. We ~~plan~~Future topayments ~~adopt~~for ~~EITF~~these 08non-1cancelable onoperating ~~January~~leases 1,and ~~2010~~agreements, and wefuture dopayments ~~not~~associated ~~expect~~with itsyndicated totelevision ~~have~~programs ~~a material~~as ~~impact~~of onJune 30, ~~our~~2013 ~~financial~~are ~~position~~as orfollows ~~results~~(in ~~of operations.~~thousands):

2619

Table of Contents

~~Results of Operations~~Commitments

Our condensed consolidated financial statements reflect the operations, assets and liabilities of Banks Broadcasting as discontinued for all periods presented. Set forth below are key components that contributed to our operating results (in thousands):

Year	Operating Leases and Agreements		Syndicated Television Programming			Total

2013	$	36,222	$	30,372		$	66,594
2014	35,451		20,709			56,160
2015	28,480		9,266			37,746
2016	13,585		5,503			19,088
2017	11,681		2,498			14,179
Thereafter	10,356		367			10,723
Total obligations	135,775		68,715			204,490
Less recorded contracts	—		(22,905		)	(22,905		)
Future contracts	$	135,775	$	45,810		$	181,585

	Three Months Ended June 30,												Six Months Ended June 30,
	2009			2008			% change			% of Gross revenues			2009			2008			% change			% of Gross revenues
Local time sales	$	54,300		$	66,832			(19	)%		58	%	$	104,702		$	131,076			(20	)%		59	%
National time sales		24,427			33,565			(27	)%		26	%		46,372			64,896			(29	)%		26	%
Political time sales		1,364			8,121			(83	)%		1	%		1,883			11,321			(83	)%		1	%
Digital revenues		10,201			6,718			52	%		11	%		19,136			11,622			65	%		11	%
Network compensation		1,036			1,021			1	%		1	%		1,959			1,925			2	%		1	%
Barter revenues		1,143			1,358			(16	)%		1	%		2,027			2,666			(24	)%		1	%
Other revenues		946			1,084			(13	)%		1	%		1,937			1,833			6	%		1	%
Total gross revenues		93,417			118,699			(21	)%		100	%		178,016			225,339			(21	)%		100	%
Agency commissions		(10,900	)		(14,996	)		(27	)%		(12	)%		(21,024	)		(28,572	)		(26	)%		(12	)%
Net revenues		82,517			103,703			(20	)%		88	%		156,992			196,767			(20	)%		88	%
Operating costs and expenses:
Direct operating		26,533			29,623			(10	)%					53,448			59,689			(10	)%
Selling, general and adminstrative		24,746			28,261			(12	)%					50,362			56,836			(11	)%
Amortization of program rights		5,572			5,588			0	%					11,904			11,764			1	%
Corporate		4,569			6,209			(26	)%					8,987			11,239			(20	)%
Depreciation		7,448			7,368			1	%					15,574			14,817			5	%
Amortization of intangible assets		20			91			(78	)%					40			184			(78	)%
Impairment of goodwill and intangible assets		39,894			296,972			(87	)%					39,894			296,972			(87	)%
Restructuring charge		498			-			100	%					498			-			100	%
Gain from asset sales		(949	)		(471	)		101	%					(2,658	)		(370	)		618	%
Total operating costs and expenses		108,331			373,641			(71	)%					178,049			451,131			(61	)%
Operating income (loss)	$	(25,814	)	$	(269,938	)		90	%				$	(21,057	)	$	(254,364	)		92	%

Contingencies

27GECC Guarantee and the Merger

~~Table~~GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of ~~Contents~~an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

~~Period Comparison~~On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the transactions contemplated by the Transaction Agreement with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH. The Transaction Agreement effected a series of transactions whereby in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations relating to the shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. The Transaction Agreement contains certain indemnifications and obligations with respect to representations and warranties; however, we do not anticipate that such obligations will result in any material liability to the Company.

~~Revenues~~We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012, because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards to offset the taxable gain recognized in such transaction, we had an approximate $163 million income tax payable remaining as of June 30, 2013, approximately $115 million of which is expected to be extinguished as a result of the Merger described below.

~~Net~~On ~~revenues consist~~February 12, ~~primarily~~2013, ofwe ~~national~~also announced that LIN TV entered into the Merger Agreement with LIN LLC, ~~local~~a newly formed Delaware limited liability company and ~~political~~wholly ~~advertising~~owned ~~revenues~~subsidiary of LIN TV. On July 30, ~~net~~ 2013, the shareholders of ~~sales~~LIN ~~adjustments~~TV approved the Merger and ~~agency~~pursuant ~~commissions.~~to ~~Additional~~the ~~but~~Merger ~~less~~Agreement, ~~significant amounts~~LIN ~~are~~TV ~~generated~~was ~~from~~merged ~~Internet~~with ~~revenues,~~and ~~retransmission~~into ~~consent~~LIN LLC ~~fees, barter~~with ~~revenues,~~LIN LLC ~~network~~continuing ~~compensation,~~as ~~production~~the ~~revenues,~~surviving ~~tower~~entity. ~~rental~~The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and ~~station~~such ~~copyright~~change ~~royalties~~in classification was treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

~~Net revenues~~As ~~decreased~~a ~~$21.2~~result ~~million~~of the average of LIN TV’s opening and closing trading prices of its stock as of the close Merger, orLIN ~~20%~~TV realized a capital loss of approximately $316 million, ~~for~~which represents the ~~three~~difference ~~months~~between ~~ended~~its ~~June~~tax ~~30, 2009~~basis ~~compared~~in ~~with~~the stock of LIN Television, and the ~~three~~fair ~~months~~market ~~ended~~value ~~June~~of this stock as of July 30, ~~2008~~2013. The ~~decrease~~capital ~~was primarily~~loss ~~due~~realized and existing net operating losses will be used to: ~~(a)~~offset a ~~decrease~~portion of the capital gain recognized in ~~local~~the ~~advertising~~JV ~~sales~~Sale ofTransaction ~~$12.5~~and ~~million; (b)~~as a ~~decrease~~result, inwe ~~national~~expect ~~advertising~~to ~~revenues~~realize tax savings of approximately $~~9.1~~115 million;, ~~(c)~~resulting in a ~~decrease in~~remaining ~~political~~tax ~~revenue~~liability of approximately $~~6.8~~48 million; ~~and~~associated ~~(d)~~with athe ~~decrease~~JV inSale ~~barter~~Transaction. ~~and~~We ~~other revenues~~expect ofto ~~$0.4~~fund ~~million.~~this ~~These~~tax ~~decreases~~liability ~~were~~during ~~partially~~the ~~offset~~fourth ~~by:~~quarter ~~(a)~~of ~~an increase~~2013 inusing ~~digital~~a ~~revenue~~combination of ~~$3.5~~cash ~~million;~~on hand and ~~(b)~~amounts aavailable ~~decrease~~under inour ~~agency commissions~~revolving ofcredit $4facility.~~1 million.~~

~~Net revenues decreased $39.8 million, or~~ 20%, for the six months ended June 30, 2009 compared with the six months ended June 30, 2008. The decrease was primarily due to: (a) a decrease in local advertising sales of $26.4 million; (b) a decrease in national advertising revenues of $18.5 million; (c) a decrease in political revenue of $9.4 million; and (d) a decrease in barter revenue of $0.6 million. These decreases were partially offset by: (a) an increase in digital revenue of $7.5 million; (b) an increase in network compensation and other revenues of $0.1 million; and (c) a decrease in agency commissions of $7.5 million.

~~The decrease~~Table inof local and national advertising revenues in both periods is primarily due to the economic downturn that has broadly impacted demand for advertising. Automotive advertising declined 44% and 45% for the three and six months ended June 30, 2009, respectively, compared to the same period in the prior year.Contents

The decrease in political revenues during the three and six months ended June 30, 2009, compared to the same period last year, is a result of the Presidential, Congressional, state and local elections in 2008 that did not recur in 2009.Litigation

~~The increase~~We are involved in ~~digital~~various ~~revenues~~claims ~~for~~and ~~the~~lawsuits ~~three~~that ~~and~~are ~~six~~generally ~~months~~incidental ~~ended~~to ~~June~~our ~~30,~~business. ~~2009, compared~~We are vigorously contesting all of these matters. The outcome of any current or future litigation cannot be accurately predicted. We record accruals for such contingencies to the ~~same~~extent ~~period~~that ~~last~~we ~~year,~~conclude it is ~~primarily~~probable ~~due~~that toa ~~several~~liability ~~new retransmission~~has ~~consent~~been ~~agreements~~incurred ~~reached~~and ~~with~~the ~~cable~~amount ~~operators~~of ~~during~~the loss can be reasonably estimated. No estimate of the ~~second half~~possible loss or range of ~~2008~~loss can be made at this time because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, ~~and~~including: an(i) the ~~increase~~damages sought in ~~Internet~~the ~~revenues. The~~proceedings ~~increase~~are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in ~~Internet~~ ~~revenues~~its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a ~~result~~wide range of ~~new~~potential ~~sales~~outcomes. ~~initiatives~~Although the outcome of these and ~~increased~~other ~~traffic~~legal ~~to our~~proceedings ~~internet~~cannot ~~websites~~be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

~~Operating Costs~~Note ~~and~~12 ~~Expenses~~— Related Party

~~Operating~~We ~~costs and~~have ~~expenses~~a ~~decreased~~non-controlling ~~$265.3~~investment ~~million~~in ~~and~~an ~~$273.1~~interactive ~~million,~~service orprovider ~~71%~~that ~~and~~hosts ~~61%, for~~our websites. During the three and six months ended June 30, ~~2009~~2013, towe incurred charges from the provider of $~~108~~0.38 million and $~~178~~1.0 7 million, respectively, ~~compared~~and made cash payments to the ~~same~~provider ~~periods~~of ~~in 2008~~$0. ~~The decreases~~5 ~~for~~million ~~both~~and ~~periods~~$1.3 ismillion, ~~primarily~~respectively, ~~due~~for toweb anhosting ~~impairment~~services ~~charge~~and ofwebsite ~~$297.0 million~~development ~~recorded~~and customization. Additionally, during the three and six months ended June 30, ~~2008~~2012, ~~compared~~we toincurred ~~an impairment~~charges ~~charge~~from the provider of $390.94 million ~~recorded during the same period of 2009 related to our broadcast licenses~~ and ~~goodwill~~$1. ~~Additionally,~~3 ~~the decrease was due to lower direct operating~~million, ~~selling~~respectively, ~~general~~ and ~~administrative and~~made ~~corporate~~cash ~~expenses,~~payments ~~compared~~ to the ~~same~~provider ~~periods~~of in$0.2 ~~the~~million ~~prior~~and ~~year~~$0.7 million, ~~primarily~~ ~~attributable~~respectively, tofor ~~lower~~web ~~employee~~hosting ~~costs~~services asand awebsite ~~result~~development ofand ~~the headcount reduction completed during the fourth quarter of 2008~~customization.

28Note 13 — Subsequent Events

~~Table~~On July 30, 2013, the shareholders of ~~Contents~~LIN TV approved the Merger and pursuant to the Merger Agreement, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and such change in classification was treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

~~Impairment~~ As a result of ~~broadcast~~the ~~licenses~~average of LIN TV’s opening and ~~goodwill~~closing trading prices of its stock as of the close Merger, LIN TV realized a capital loss of approximately $316 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of this stock as of July 30, 2013. The capital loss realized and existing net operating losses will be used to offset a portion of the capital gain recognized in the JV Sale Transaction and as a result, we expect to realize tax savings of approximately $115 million, resulting in a remaining tax liability of approximately $48 million associated with the JV Sale Transaction.

~~We recorded~~Note an14 ~~impairment~~— ~~charge~~Condensed ofConsolidating ~~$39.9 million~~Financial during the second quarter of 2009 that included an impairment to the carrying values of our broadcast licenses of $37.2 million, relating to 26 of our television stations; and an impairment to the carrying values of our goodwill of $2.7 million, relating to 2 of our television stations. As required by SFAS 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we tested for impairment of our indefinite lived intangible assets at June 30, 2009, between the required annual tests, because we believed events had occurred and circumstances changed that would more likely than not reduce the fair value of our broadcast licenses and goodwill below their carrying amounts. The need for an impairment analysis at June 30, 2009 was triggered by the continued decline in advertising revenue at certain of our stations, due to the ongoing effects of economic decline, that resulted in downward adjustments to their respective forecasts.Statements

~~We used~~LIN ~~the~~Television, ~~income~~a ~~approach~~100% toowned ~~test~~subsidiary ~~our~~of ~~broadcast~~LIN ~~licenses~~TV, ~~for~~is ~~impairments~~the asprimary obligor of ~~June 30~~ our senior secured credit facility, ~~2009~~our 83/8% Senior Notes and weour ~~used~~63/8% ~~the~~Senior ~~same~~Notes, ~~assumptions~~which asare ~~disclosed~~further described in ~~our~~Note 6 ~~Annual Report~~— “Debt”. LIN TV fully and unconditionally guarantees all of LIN Television’s debt on ~~Form~~a 10joint-Kand-several ~~for~~basis. Additionally, all of the ~~year~~consolidated ~~ended~~100% ~~December 31,~~owned ~~2008,~~subsidiaries ~~except~~of ~~for~~LIN ~~the following~~Television ~~adjustments:~~fully a)and ~~the~~unconditionally ~~discount~~guarantee ~~rate~~LIN ~~was~~Television’s ~~adjusted~~senior ~~from~~secured ~~11.0~~credit facility, our 83/8% toSenior ~~12.0~~Notes and our 63/8%; ~~b) average~~Senior ~~market~~Notes ~~growth~~on ~~rate~~a ~~was~~joint-and-several ~~adjusted~~basis, ~~from~~subject 1to customary release provisions.0% There are certain contractual restrictions on LIN Television’s ability to ~~0.2%;~~obtain ~~and~~funds c)in ~~average operating~~the ~~profit~~form ~~margins~~of ~~were~~dividends ~~adjusted~~or loans from ~~26.6%~~the tonon-guarantor 30subsidiaries.5%

~~We used~~The ~~the~~following ~~income~~condensed ~~approach~~consolidating tofinancial ~~test~~statements ~~goodwill~~present ~~for~~the ~~impairments~~consolidated asbalance sheets, consolidated statements of ~~June 30~~operations, ~~2009~~ ~~and~~consolidated westatements ~~used~~of ~~the~~comprehensive ~~same~~income ~~assumptions~~and asconsolidated ~~disclosed~~statements inof ~~our~~cash ~~Annual~~flows ~~Report~~of onLIN ~~Form 10-K~~TV, ~~for~~LIN ~~the~~Television, ~~year~~as ~~ended~~the ~~December 31~~issuer, ~~2008,~~the ~~except~~guarantor ~~for~~subsidiaries, and the ~~following adjustments:~~non-guarantor a)subsidiaries ~~the~~of ~~discount~~LIN ~~rate~~Television ~~was~~and ~~adjusted~~the ~~from~~elimination ~~14.5%~~entries necessary to ~~15.0%;~~consolidate b)or ~~average market~~combine ~~growth~~the ~~rate~~issuer ~~was~~with ~~adjusted~~the ~~from~~guarantor ~~1.0%~~and tonon-guarantor 0subsidiaries.~~5%;~~ These ~~and~~statements c)are ~~average~~presented ~~operating profit~~in ~~margins~~accordance ~~were~~with ~~adjusted~~the ~~from~~disclosure ~~34.0%~~requirements tounder 36SEC Regulation S-X Rule 3-10.~~4%.~~

~~Determining the~~Table ~~fair value~~ of our television stations requires our management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs or assumptions. The actual results may differ from these assumptions and estimates; and it is possible that such differences could have a material impact on our financial statements.Contents

~~For further~~Condensed ~~discussion~~Consolidating onBalance our accounting policy related to impairments refer to Critical Accounting Policies, Estimates and Recently Issued Accounting Pronouncements within Item 7. Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2008.Sheet

~~Other Expense~~As ~~(Income)~~of June 30, 2013

~~Other expense~~ (~~income), net decreased $7.6 million during the three months ended June 30, 2009, compared to the same period~~ in the prior year, primarily due to a $3.6 million write-off of deferred financing fees related to the purchase of $125.0 million of our 2.50% Exchangeable Senior Subordinated Debentures during the three months ended June 30, 2008, as well a decrease in interest expense of $3.8 million due to lower average borrowings outstanding as a result of the purchase of our 2.50% Exchangeable Senior Subordinated Debentures in 2008, and 6½% Senior Subordinated Notes and 6½% Senior Subordinated Notes – Class B in 2009.thousands)

	LIN TV Corp.			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN TV Corp. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	17,962		$	472	$	1,365	$	—		$	19,799
Accounts receivable, net	—			84,014			31,979		16,949		—			132,942
Income taxes receivable	—			2,550			—		—		(2,550		)	—
Deferred income tax assets	—			—			678		92		(381		)	389
Other current assets	—			4,709			868		1,778		—			7,355
Total current assets	—			109,235			33,997		20,184		(2,931		)	160,485
Property and equipment, net	—			189,748			37,484		4,972		—			232,204
Deferred financing costs	—			17,961			—		103		—			18,064
Goodwill	—			169,057			18,518		15,423		—			202,998
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			39,994			2,307		15,070		—			57,371
Advances to consolidated subsidiaries	—			5,503			1,171,482		—		(1,176,985		)	—
Investment in consolidated subsidiaries	—			1,576,282			—		—		(1,576,282		)	—
Other assets	—			54,366			2,721		1,553		(44,443		)	14,197
Total assets	$	—		$	2,162,146		$	1,760,323	$	100,006	$	(2,800,641	)	$	1,221,834

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	12,802		$	—	$	1,226	$	—		$	14,028
Accounts payable	—			8,603			4,570		3,081		—			16,254
Income taxes payable	—			—			162,795		39		(2,550		)	160,284
Accrued expenses	—			49,256			6,767		2,083		—			58,106
Deferred income tax liabilities	—			381			—		—		(381		)	—
Program obligations	—			5,872			1,113		2,004		—			8,989
Total current liabilities	—			76,914			175,245		8,433		(2,931		)	257,661
Long-term debt, excluding current portion	—			927,243			—		3,667		—			930,910
Deferred income tax liabilities	—			20,960			29,504		1,286		—			51,750
Program obligations	—			2,008			267		1,798		—			4,073
Intercompany liabilities	—			1,171,482			1,006		4,497		(1,176,985		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	77,331			—			—		—		(77,331		)	—
Other liabilities	—			40,870			55		44,443		(44,443		)	40,925
Total liabilities	77,331			2,239,477			206,077		64,124		(1,301,690		)	1,285,319

Redeemable noncontrolling interest	—			—			—		13,846		—			13,846

Total stockholders’ (deficit) equity	(77,331		)	(77,331		)	1,554,246		22,036		(1,498,951		)	(77,331		)

Total liabilities, redeemable noncontrolling interest and stockholders’ (deficit) equity	$	—		$	2,162,146		$	1,760,323	$	100,006	$	(2,800,641	)	$	1,221,834

~~Table of Contents~~22

~~Other expense~~Table ~~(income), net decreased $60.4 million during the six months ended June 30, 2009, compared to the same period in the prior year, primarily due to the gain on extinguishment~~ of debt of $50.1 million that we recorded during the six months ended June 30, 2009, as well as a reduction in interest expense of $7.3 million, as a result of the purchase of our 6½% Senior Subordinated Notes and 6½% Senior Subordinated Notes – Class B.Contents

~~The following~~Condensed ~~summarizes~~Consolidating ~~the~~Balance ~~components of our interest expense, net (in thousands):~~Sheet

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Components of interest expense
Credit Facility	$	1,796	$	2,572	$	3,607	$	5,442
6½% Senior Subordinated Notes		4,714		6,404		9,898		12,741
6½% Senior Subordinated Notes -- Class B		2,775		3,731		5,927		7,420
2.50% Exchangeable Senior Subordinated Debentures		-		925		-		2,805
Other interest costs and (interest income)		848		290		1,623		(95	)
Total interest expense, net	$	10,133	$	13,922	$	21,055	$	28,313

As of December 31, 2012

(~~Benefit From)~~in ~~Provision for Income Taxes~~thousands)

(Benefit from) provision for income taxes decreased $61.3 million and $79.2 million for the three and six months ended June 30, 2009, respectively, as compared to the same periods in 2008. The decrease was primarily due to the impairment charge to our goodwill and broadcast licenses during 2008. Our effective income tax rate was 104.1% and 25.0% for the six months ended June 30, 2009 and 2008, respectively.

	LIN TV Corp.			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN TV Corp. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	44,625		$	573	$	1,109	$	—		$	46,307
Accounts receivable, net	—			87,103			31,144		7,903		—			126,150
Deferred income tax assets	—			67,412			—		97		(67,509		)	—
Other current assets	—			4,850			554		1,459		—			6,863
Total current assets	—			203,990			32,271		10,568		(67,509		)	179,320
Property and equipment, net	—			197,560			39,534		4,832		—			241,926
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			169,057			18,518		4,504		—			192,079
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			48,897			2,775		7,882		—			59,554
Advances to consolidated subsidiaries	—			6,746			1,345,971		—		(1,352,717		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,626		(45,280		)	12,885
Total assets	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,243		$	—	$	1,513	$	—		$	10,756
Accounts payable	—			14,335			3,385		1,235		—			18,955
Income taxes payable	—			372			394		—		—			766
Accrued expenses	—			37,020			115,605		621		—			153,246
Deferred income tax liabilities	—			—			235,728		—		(67,509		)	168,219
Program obligations	—			7,479			1,106		2,185		—			10,770
Total current liabilities	—			68,449			356,218		5,554		(67,509		)	362,712
Long-term debt, excluding current portion	—			875,512			—		3,959		—			879,471
Deferred income tax liabilities	—			10,910			29,000		646		—			40,556
Program obligations	—			2,222			92		1,967		—			4,281
Intercompany liabilities	—			1,345,971			3,842		2,904		(1,352,717		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	91,564			—			—		—		(91,564		)	—
Other liabilities	—			42,660			56		45,280		(45,280		)	42,716
Total liabilities	91,564			2,345,724			389,208		60,310		(1,557,070		)	1,329,736

Redeemable noncontrolling interest	—			—			—		3,242		—			3,242

Total stockholders’ (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)

Total liabilities, redeemable noncontrolling interest and stockholders’ (deficit) equity	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

The increase in the effective tax rate is due primarily to the impact of the impairment charges on the Company's pretax income. The impact of these items on the effective tax rate was unusually large in proportion to pretax income as compared to the prior year.23

~~Results~~ Table of ~~Discontinued Operations~~Contents

~~Our consolidated~~Condensed ~~financial~~Consolidating ~~statements~~Statement ~~reflect the operations~~ of ~~Banks Broadcasting as discontinued for all periods presented.~~Operations

~~On April~~For ~~23, 2009, Banks Broadcasting completed~~ the ~~sale~~Three ofMonths ~~KNIN-TV,~~Ended ~~a CW affiliate in Boise, for $6.6 million to Journal Broadcast Corporation. As a result of the sale we received a distribution of $2.6 million during the second quarter ended~~ June 30, 2009. The operating loss for the six months ended June 30, 2009 includes an impairment charge of $1.9 million to reduce the carrying value of broadcast licenses to fair value based on the final sale price of KNIN-TV of $6.6 million. Net loss included within discontinued operations for the six months ended June 30, 2009 reflects our 50% share of net losses of Banks Broadcasting, net of taxes, through the April 23, 2009 disposal date.2013

30(in thousands)

Table of Contents

	LIN TV Corp.		LIN Television Corporation		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN TV Corp. Consolidated
Net revenues	$	—	$	106,591	$	46,653		$	14,952		$	(3,850	)	$	164,346

Operating expenses:
Direct operating	—		35,858		19,676			10,255			(2,166		)	63,623
Selling, general and administrative	—		27,356		9,434			3,419			(169		)	40,040
Amortization of program rights	—		5,532		1,409			211			—			7,152
Corporate	—		9,094		—			—			—			9,094
Depreciation	—		9,154		1,803			363			—			11,320
Amortization of intangible assets	—		4,443		234			1,046			—			5,723
Restructuring	—		391		—			—			—			391
Loss from asset dispositions	—		94		(7		)	—			—			87
Operating income (loss)	—		14,669		14,104			(342		)	(1,515		)	26,916

Other expense (income):
Interest expense, net	—		14,164		—			110			154			14,428
Share of loss in equity investments	—		25		—			—			—			25
Gain on derivative instruments	—		—		—			—			—			—
Loss on extinguishment of debt	—		—		—			—			—			—
Intercompany fees and expenses	—		8,225		(8,225		)	—			—			—
Other, net	—		84		—			—			—			84
Total other expense (income), net	—		22,498		(8,225		)	110			154			14,537

(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—		(7,829

Filing Compare · LIN TV CORP.