##### Table of Contents



ý
    
    Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2007
 Commission file number: 001-31311
    
    Commission file number: 000-25206LIN TV Corp.
    
    LIN Television Corporation(Exact name of registrant as
    
    (Exact name of registrant asspecified in its charter)
    
    specified in its charter)Delaware
    
    Delaware(State or other jurisdiction of
    
    (State or other jurisdiction ofincorporation or organization)
    
    incorporation or organization)05-0501252
    
    13-3581627(I.R.S. Employer
    
    (I.R.S. EmployerIdentification No.)
    
    Identification No.)
 Four Richmond Square, Suite 200, Providence, Rhode Island 02906
  þ o
 
 o þ o
 o þ




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##### 



Table of Contents
 Part I. Financial InformationItem 1.
Unaudited Financial Statements of LIN TV Corp.Condensed Consolidated Balance Sheets
    
    
    2Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6(See separate index for financial statements of LIN Television Corporation)Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    39Part II. Other InformationItem 1. Legal Proceedings
    
    
    40Item 1A. Risk Factors
    
    
    40Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    40Item 3. Defaults Upon Senior Securities
    
    
    40Item 4. Submission of Matters to a Vote of Security Holders
    
    
    40Item 5. Other Information
    
    
    40Item 6. Exhibits
    
    
    41Signature PageCertification of CEO Pursuant to Section 302 - LIN TV CorpCertification of CFO Pursuant to Section 302 - LIN TV CorpCertification of CEO Pursuant to Section 302 - LIN Television CorpCertification of CFO Pursuant to Section 302 - LIN Television CorpCertification of the CEO and CFO Pursuant to Section 906 - LIN TV CorpCertification of the CEO and CFO Pursuant to Section 906 - LIN Television Corp
  1




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 LIN TV Corp.
 
 Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2007
    
    2006(in thousands, except share data)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    16,674
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,159; 2006 - $1,208)
    
    
    89,671
    
    
    
    90,576Program rights
    
    
    8,736
    
    
    
    18,139Assets held for sale
    
    
    -
    
    
    
    20,176Other current assets
    
    
    5,666
    
    
    
    2,963Total current assets
    
    
    120,747
    
    
    
    137,939Property and equipment, net
    
    
    187,797
    
    
    
    199,154Deferred financing costs
    
    
    15,903
    
    
    
    17,717Equity investments
    
    
    61,069
    
    
    
    62,744Program rights
    
    
    9,223
    
    
    
    12,065Goodwill
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,040,007
    
    
    
    1,041,153Assets held for sale
    
    
    -
    
    
    
    105,989Other assets
    
    
    14,364
    
    
    
    16,113Total assets
    
    $
    1,984,025
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    30,938
    
    
    $
    10,313Accounts payable
    
    
    5,307
    
    
    
    16,099Accrued compensation
    
    
    3,768
    
    
    
    11,379Accrued interest expense
    
    
    5,158
    
    
    
    5,144Accrued contract costs
    
    
    6,187
    
    
    
    5,339Other accrued expenses
    
    
    14,505
    
    
    
    17,201Program obligations
    
    
    20,831
    
    
    
    25,939Liabilities held for sale
    
    
    -
    
    
    
    12,933Total current liabilities
    
    
    86,694
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    848,909
    
    
    
    936,485Deferred income taxes, net
    
    
    360,838
    
    
    
    361,980Program obligations
    
    
    8,005
    
    
    
    16,836Liabilities held for sale
    
    
    -
    
    
    
    2,162Other liabilities
    
    
    50,334
    
    
    
    105,284Total liabilities
    
    
    1,354,780
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at June 30, 2007 and December 31, 2006
    
    
    9,882
    
    
    
    10,031Stockholders equity:Class A common stock, $0.01 par value, 100,000,000 shares authorized,
29,093,669 shares at June 30, 2007 and 29,053,302 shares at
December 31, 2006, respectively, issued and outstanding
    
    
    292
    
    
    
    290Class B common stock, $0.01 par value, 50,000,000 shares authorized,
23,502,059 shares at June 30, 2007 and December 31, 2006,
issued and outstanding; convertible into an equal number
of shares of Class A or Class C common stock
    
    
    235
    
    
    
    235Class C common stock, $0.01 par value, 50,000,000 shares authorized,
2 shares at June 30, 2007 and December 31, 2006, 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, 2007 and December 31, 2006, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,092,327
    
    
    
    1,087,396Accumulated deficit
    
    
    (438,162
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (17,324
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    619,363
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,984,025
    
    
    $
    2,125,846
  2




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##### Table of Contents



LIN TV Corp.
 
 Condensed Consolidated Statements of Operations  (unaudited)
 Three months ended

    
    Six months endedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006(in thousands, except per share data)Net revenuesOperating costs and expenses:
    
    $
    103,278
    
    
    $
    102,709
    
    
    $
    196,388
    
    
    $
    193,249Direct operating (excluding depreciation of $8.2 million and
$7.9 million for the three months ended June 30, 2007 and 2006,
respectively, and $16.4 million and $17.0 million for the six
months ended June 30, 2007 and 2006, respectively)
    
    
    28,874
    
    
    
    27,316
    
    
    
    57,892
    
    
    
    55,320Selling, general and administrative
    
    
    30,021
    
    
    
    30,071
    
    
    
    58,945
    
    
    
    59,585Amortization of program rights
    
    
    6,297
    
    
    
    6,359
    
    
    
    12,484
    
    
    
    12,760Corporate
    
    
    5,838
    
    
    
    12,807
    
    
    
    10,975
    
    
    
    18,580Depreciation and amortization of intangible assets
    
    
    8,757
    
    
    
    9,012
    
    
    
    17,590
    
    
    
    19,586Impairment of intangible assets and goodwill
    
    
    -
    
    
    
    333,553
    
    
    
    -
    
    
    
    333,553Restructuring charge
    
    
    188
    
    
    
    -
    
    
    
    91
    
    
    
    -Total operating costs and expenses
    
    
    79,975
    
    
    
    419,118
    
    
    
    157,977
    
    
    
    499,384Operating income (loss)
    
    
    23,303
    
    
    
    (316,409
    )
    
    
    38,411
    
    
    
    (306,135
    )Other expense (income):Interest expense, net
    
    
    15,671
    
    
    
    17,380
    
    
    
    33,634
    
    
    
    34,128Share of (income) loss in equity investments
    
    
    (1,037
    )
    
    
    571
    
    
    
    (752
    )
    
    
    (1,009
    )Minority interest in loss (income) of Banks Broadcasting, Inc.
    
    
    33
    
    
    
    (3,952
    )
    
    
    (149
    )
    
    
    (4,191
    )Loss on derivative instruments
    
    
    496
    
    
    
    1,538
    
    
    
    466
    
    
    
    492Loss on extinguishment of debt
    
    
    -
    
    
    
    -
    
    
    
    551
    
    
    
    -Other, net
    
    
    659
    
    
    
    5,130
    
    
    
    442
    
    
    
    4,931Total other expense, net
    
    
    15,822
    
    
    
    20,667
    
    
    
    34,192
    
    
    
    34,351Income
(loss) from continuing operations before provision for (benefit
from) income taxes
    
    
    7,481
    
    
    
    (337,076
    )
    
    
    4,219
    
    
    
    (340,486
    )Provision for (benefit from) income taxes
    
    
    3,548
    
    
    
    (92,207
    )
    
    
    2,272
    
    
    
    (93,931
    )Income (loss) from continuing operations
    
    
    3,933
    
    
    
    (244,869
    )
    
    
    1,947
    
    
    
    (246,555
    )Discontinued operations:Income (loss) from discontinued operations, net of provision
for (benefit from) income taxes of $0.8 million for the three
months ended June 30, 2006 and ($0.7) million and $1.8
million for the six months ended June 30, 2007 and 2006,
respectively
    
    
    -
    
    
    
    512
    
    
    
    (368
    )
    
    
    (2,121
    )(Loss) gain from the sale of discontinued operations, net of
benefit from income taxes of $2.3 million for the six months
ended June 30, 2007
    
    
    (419
    )
    
    
    -
    
    
    
    22,667
    
    
    
    -Net income (loss)
    
    $
    3,514
    
    
    $
    (244,357
    )
    
    $
    24,246
    
    
    $
    (248,676
    )Basic income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.08
    
    
    $
    (4.88
    )
    
    $
    0.04
    
    
    $
    (4.88
    )Income (loss) from discontinued operations, net of tax
    
    
    -
    
    
    
    0.01
    
    
    
    (0.01
    )
    
    
    (0.04
    )(Loss) gain from the sale of discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    -
    
    
    
    0.46
    
    
    
    -Net income (loss)
    
    $
    0.07
    
    
    $
    (4.87
    )
    
    $
    0.49
    
    
    $
    (4.92
    )Weightedaverage number of common shares outstanding used in
calculating basic income (loss) per common share
    
    
    49,141
    
    
    
    50,217
    
    
    
    49,078
    
    
    
    50,502Diluted income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.08
    
    
    $
    (4.88
    )
    
    $
    0.06
    
    
    $
    (4.88
    )Income (loss) from discontinued operations, net of tax
    
    
    -
    
    
    
    0.01
    
    
    
    (0.01
    )
    
    
    (0.04
    )(Loss) gain from the sale of discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    -
    
    
    
    0.42
    
    
    
    -Net income (loss)
    
    $
    0.07
    
    
    $
    (4.87
    )
    
    $
    0.47
    
    
    $
    (4.92
    )Weightedaverage number of common shares outstanding used in
calculating diluted income (loss) per common share
    
    
    51,174
    
    
    
    50,217
    
    
    
    54,185
    
    
    
    50,502




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##### Table of Contents



LIN TV CORP.
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
 (unaudited)
  AccumulatedCommon Stock
    
    
    Treasury
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalClass A
    
    
    Class B
    
    
    Class C
    
    
    Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    (at cost)
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)(in thousands, except for share data)Balance at December
31, 2006
    
    
    29,053,302
    
    
    $
    290
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
    -
    
    
    $
    (18,005
    )
    
    $
    1,087,396
    
    
    $
    (462,408
    )
    
    $
    (18,787
    )
    
    $
    588,721
    
    
    $
    (233,797
    )Amortization of
prior service cost,
net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    38
    
    
    
    38
    
    
    
    38Amortization of net
loss, net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    385
    
    
    
    385
    
    
    
    385Unrealized loss on
cash flow hedges
net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    621
    
    
    
    621
    
    
    
    621Recognition of
accumulated benefit
obligation,
discontinued
operations
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    419
    
    
    
    419
    
    
    
    419Exercises of stock
options and phantom
stock units and employee stock
purchase plan
issuances
    
    
    133,581
    
    
    
    2
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    1,526
    
    
    
    -
    
    
    
    -
    
    
    
    1,528Stock-based
compensation
    
    
    (93,214
    )
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,405
    
    
    
    -
    
    
    
    -
    
    
    
    3,405Net income
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    24,246
    
    
    
    -
    
    
    
    24,246
    
    
    
    24,246Comprehensive
income - 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,709Balance at June 30,
2007
    
    
    29,093,669
    
    
    $
    292
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
    -
    
    
    $
    (18,005
    )
    
    $
    1,092,327
    
    
    $
    (438,162
    )
    
    $
    (17,324
    )
    
    $
    619,363
  4




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##### Table of Contents



LIN TV CORP.
 
 Condensed Consolidated Statements of Cash Flows
 (unaudited)
  Six months ended June 30,2007

    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
    $
    24,246
    
    
    $
    (248,676
    )Loss from discontinued operations
    
    
    368
    
    
    
    2,121Gain from sale of discontinued operations
    
    
    (22,667
    )
    
    
    -Adjustment to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization of intangible assets
    
    
    17,590
    
    
    
    19,586Amortization of financing costs and note discounts
    
    
    4,311
    
    
    
    4,327Amortization of program rights
    
    
    12,484
    
    
    
    12,760Program payments
    
    
    (14,256
    )
    
    
    (12,619
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    -Loss on derivative instruments
    
    
    466
    
    
    
    492Impairment of intangible assets and goodwill
    
    
    -
    
    
    
    333,553Share of income in equity investments
    
    
    (752
    )
    
    
    (1,009
    )Deferred income taxes, net
    
    
    6,419
    
    
    
    (92,387
    )Stock-based compensation
    
    
    2,875
    
    
    
    5,578Other, net
    
    
    667
    
    
    
    1,129Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    856
    
    
    
    (8,317
    )Other assets
    
    
    (797
    )
    
    
    (200
    )Accounts payable
    
    
    (10,792
    )
    
    
    100Accrued interest payable
    
    
    14
    
    
    
    (1,329
    )Other accrued expenses
    
    
    (9,628
    )
    
    
    734Net cash provided by operating activities, continuing operations
    
    
    11,955
    
    
    
    15,843Net cash used in operating activities, discontinued operations
    
    
    (12,839
    )
    
    
    (1,547
    )Net cash (used in) provided by operating activities
    
    
    (884
    )
    
    
    14,296INVESTING ACTIVITIES:Capital expenditures
    
    
    (5,141
    )
    
    
    (5,165
    )Distributions from equity investments
    
    
    2,214
    
    
    
    2,037Payments for business combinations, net of cash acquired
    
    
    (52,250
    )
    
    
    -Acquisition of broadcast licenses
    
    
    -
    
    
    
    37USDTV investment and other investments, net
    
    
    (605
    )
    
    
    (2,341
    )Net cash used in investing activities, continuing operations
    
    
    (55,782
    )
    
    
    (5,432
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    129,483
    
    
    
    (404
    )Net cash provided by (used in) investing activities
    
    
    73,701
    
    
    
    (5,836
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    1,528
    
    
    
    328Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
    5,000Principal payments on long-term debt
    
    
    (130,000
    )
    
    
    -Cash expenses associated with early extinguishment of debt
    
    
    -
    
    
    
    (124
    )Treasury stock purchased
    
    
    -
    
    
    
    (13,228
    )Net cash used in financing activities, continuing operations
    
    
    (68,472
    )
    
    
    (8,024
    )Net cash used in financing activities, discontinued operations
    
    
    -
    
    
    
    -Net cash used in financing activities
    
    
    (68,472
    )
    
    
    (8,024
    )Net increase in cash and cash equivalents
    
    
    4,345
    
    
    
    436Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    16,674
    
    
    
    11,571Less cash and cash equivalents from discontinued operations, end of the period
    
    
    -
    
    
    
    3,679Cash and cash equivalents from continuing operations, end of the period
    
    $
    16,674
    
    
    $
    7,892
  5




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##### Table of Contents



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




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 2  Acquisitions
 KASA-TV Station Acquisition
   Acquisition Reserves
  7




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    Balance as ofAcquisition Date
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    

June 30, 2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    20
    
    
    
    
    
    
    $
    116Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    104
    
    
    
    
    
    
    
    191Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    558
    
    
    
    (413)
    (1)
    
    
    5,186Station acquired from Raycom
    
    February 22, 2007
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -$
    6,588
    
    
    $
    682
    
    
    $
    (413
    )
    
    $
    5,493
 
 (1)
    
    Represents the adjustment to write off a) the outstanding reserve for operating agreement
payments for our traffic system upon conversion to a new traffic system and b) other
transactional costs related to the acquisition.
 Pro-Forma
  Three months ended
    
    
    Six months endedJune 30, 2006

    
    June 30, 2006Net revenues
    
    $
    106,277
    
    
    $
    199,869Operating loss
    
    
    (315,940
    )
    
    
    (305,716
    )Loss from continuing operations
    
    
    (245,149
    )
    
    
    (247,450
    )Income (loss) from discontinued operations
    
    
    512
    
    
    
    (2,122
    )Net loss
    
    
    (244,637
    )
    
    
    (249,572
    )Basic net loss per common share, pro-forma:Loss from continuing operations
    
    $
    (4.88
    )
    
    $
    (4.90
    )Income (loss) from discontinued operations
    
    
    0.01
    
    
    
    (0.04
    )Net loss
    
    $
    (4.87
    )
    
    $
    (4.94
    )Weighted average number of common shares outstanding
    
    
    50,217
    
    
    
    50,502Diluted net loss per common share, pro-forma:Loss from continuing operations
    
    $
    (4.88
    )
    
    $
    (4.90
    )Income (loss) from discontinued operations
    
    
    0.01
    
    
    
    (0.04
    )Net loss
    
    $
    (4.87
    )
    
    $
    (4.94
    )Weighted average number of common shares outstanding
    
    
    50,217
    
    
    
    50,502
 Note 3  Discontinued Operations
 Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
 8




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
    December 31, 2006Cash
    
    $
    6,244Accounts receivable
    
    
    7,567Program rights
    
    
    4,192Other current assets
    
    
    2,173Total current assets
    
    
    20,176Property and equipment, net
    
    
    29,130Program rights
    
    
    3,979Goodwill
    
    
    4,828Intangible assets, net
    
    
    68,052Total assets
    
    $
    126,165Accounts payable
    
    $
    933Accrued sales volume
    
    
    4,018Other accrued expenses
    
    
    3,826Program obligations
    
    
    4,156Total current liabilities
    
    
    12,933Program obligations
    
    
    1,247Other liabilities
    
    
    915Total liabilities
    
    $
    15,095
  Three months ended June 30,

    
    Six months ended June 30,2007

    
    2006

    
    2007

    
    2006Net revenues
    
    $
    -
    
    
    $
    12,696
    
    
    $
    9,868
    
    
    $
    22,970Operating income (loss)
    
    
    -
    
    
    
    1,300
    
    
    
    1,094
    
    
    
    (125
    )Net income (loss)
    
    
    -
    
    
    
    512
    
    
    
    (368
    )
    
    
    (2,121
    )
 9




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 4  Investments
  June 30,
    
    
    December 31,2007
    
    
    2006NBC Universal joint venture
    
    $
    54,856
    
    
    $
    55,413WAND(TV) Partnership
    
    
    6,104
    
    
    
    6,831Other
    
    
    109
    
    
    
    500$
    61,069
    
    
    $
    62,744
 Joint Venture with NBC Universal
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007

    
    2006

    
    2007

    
    2006Revenue
    
    $
    21,563
    
    
    $
    23,206
    
    
    $
    37,246
    
    
    $
    47,847Other expense, net
    
    
    (16,492
    )
    
    
    (16,344
    )
    
    
    (32,983
    )
    
    
    (32,853
    )Net income
    
    $
    5,071
    
    
    $
    6,862
    
    
    $
    4,263
    
    
    $
    14,994June 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    16,309
    
    
    $
    11,860Non-current assets
    
    
    226,857
    
    
    
    233,861Current liabilities
    
    
    906
    
    
    
    725Non-current liabilities
    
    
    815,500
    
    
    
    815,500
  WAND(TV) Partnership:
 10




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,716
    
    
    $
    1,922
    
    
    $
    3,072
    
    
    $
    3,816Operating income (loss) (1)
    
    
    330
    
    
    
    (5,890
    )
    
    
    332
    
    
    
    (6,122
    )Net income (loss)
    
    
    134
    
    
    
    (5,884
    )
    
    
    (81
    )
    
    
    (6,112
    )June 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    2,228
    
    
    $
    4,723Non-current assets
    
    
    13,710
    
    
    
    13,992Current liabilities
    
    
    1,663
    
    
    
    2,296Non-current liabilities
    
    
    44
    
    
    
    -
 
 (1)
    
    Includes an impairment charge of $5.9 million relating to the broadcast license of WAND(TV) in the second quarter of 2006.
 Note 5  Intangible Assets
  11




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 EstimatedRemainingUseful Life
    
    
    June 30,
    
    
    December 31,(Years)

    
    2007

    
    2006Amortized Intangible Assets:LMA purchase options
    
    
    1
    
    
    $
    5,124
    
    
    $
    5,124Network affiliations
    
    
    1
    
    
    
    1,753
    
    
    
    1,753Other intangible assets
    
    
    2
    (1)
    
    
    5,964
    
    
    
    5,964Accumulated amortization
    
    
    
    
    
    
    (10,570
    )
    
    
    (9,424
    )$
    2,271
    
    
    $
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,037,736
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972$
    1,572,651
    
    
    $
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,040,007
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,574,922
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted average life.
   July 1,-December 31,
    
    
    Year ending December 31,There-2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    after
    
    
    TotalAmortization expense
    
    $
    901
    
    
    $
    259
    
    
    $
    75
    
    
    $
    71
    
    
    $
    68
    
    
    $
    61
    
    
    $
    836
    
    
    $
    2,271
 12




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 6  Debt
  June 30,
    
    
    December 31,2007
    
    
    2006Credit Facility
    
    $
    205,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $11,468 and
$12,411 at June 30, 2007 and
December 31, 2006, respectively)
    
    
    178,532
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $3,685 and $5,791 at June 30,
2007 and December 31, 2006, respectively)
    
    
    121,315
    
    
    
    119,209Total debt
    
    
    879,847
    
    
    
    946,798Less current portion
    
    
    30,938
    
    
    
    10,313Total long-term debt
    
    $
    848,909
    
    
    $
    936,485
 
  Note 7  Stock-Based Compensation
  13




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 8 Comprehensive Income (Loss)
   Unfunded
    
    
    UnrealizedProjected
    
    
    (Loss) GainBenefit
    
    
    onObligation
    
    
    Derivatives(Net of Tax)
    
    
    (Net of Tax)
    
    
    TotalBalance as of December 31, 2006
    
    $
    (18,150)
    
    
    $
    (637)
    
    
    $
    (18,787)Changes during the period, net of tax
    
    
    842
    
    
    
    621
    
    
    
    1,463Balance as of June 30, 2007
    
    $
    (17,308)
    
    
    $
    (16)
    
    
    $
    (17,324)
 14




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    3,514
    
    
    $
    (244,357
    )
    
    $
    24,246
    
    
    $
    (248,676
    )Other comprehensive (loss) income:Net periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    320
    
    
    
    -
    
    
    
    352
    
    
    
    -Tax effect
    
    
    (57
    )
    
    
    -
    
    
    
    (85
    )
    
    
    -Amortization of prior service cost, net of tax
    
    
    264
    
    
    
    -
    
    
    
    267
    
    
    
    -Amortization of net loss
    
    
    438
    
    
    
    -
    
    
    
    758
    
    
    
    -Tax effect
    
    
    (78
    )
    
    
    -
    
    
    
    (183
    )
    
    
    -Amortization of net loss, net of tax
    
    
    360
    
    
    
    -
    
    
    
    575
    
    
    
    -Unrealized loss (gain) on cash flow hedges (Note 9):Unrealized loss (gain) on cash flow hedges:
    
    
    1,366
    
    
    
    (722
    )
    
    
    1,026
    
    
    
    (722
    )Tax effect
    
    
    (539
    )
    
    
    286
    
    
    
    (405
    )
    
    
    286Unrealized loss (gain) on cash flow hedges, net of tax
    
    
    827
    
    
    
    (436
    )
    
    
    621
    
    
    
    (436
    )Total comprehensive income (loss)
    
    $
    4,965
    
    
    $
    (244,793
    )
    
    $
    25,709
    
    
    $
    (249,112
    )
 Note 9  Derivative Financial Instruments
  15




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Note 10 Retirement Plans
 401(k) Plan
 401(k)
 Retirement Plans
  16




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    550
    
    
    $
    625
    
    
    $
    1,100
    
    
    $
    1,250Interest cost
    
    
    1,500
    
    
    
    1,400
    
    
    
    3,000
    
    
    
    2,800Expected return on plan assets
    
    
    (1,550)
    
    
    
    (1,475)
    
    
    
    (3,100)
    
    
    
    (2,950)Amortization of prior service cost
    
    
    25
    
    
    
    30
    
    
    
    50
    
    
    
    60Amortization of net loss
    
    
    325
    
    
    
    320
    
    
    
    650
    
    
    
    640Net periodic benefit cost
    
    $
    850
    
    
    $
    900
    
    
    $
    1,700
    
    
    $
    1,800
   Note 11  Income Taxes
   17




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 12 Income (loss) per Share
   18




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator for income (loss) per common share calculation:Income (loss) available to common shareholders from
continuing operations, basic
    
    $
    3,933
    
    
    $
    (244,869
    )
    
    $
    1,947
    
    
    $
    (246,555
    )Interest expense on contingently convertible debt, net of tax
    
    
    
    
    
    
    
    
    
    
    1,015
    
    
    
    Derivative loss, net of tax
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    Income (loss) available to common shareholders from
continuing operations, diluted
    
    $
    3,933
    
    
    $
    (244,869
    )
    
    $
    3,264
    
    
    $
    (246,555
    )(Loss) income available to common shareholders from
discontinued operations, basic and diluted
    
    
    (419
    )
    
    
    512
    
    
    
    22,299
    
    
    
    (2,121
    )Net income (loss) available to common shareholders, diluted
    
    $
    3,514
    
    
    $
    (244,357
    )
    
    $
    25,563
    
    
    $
    (248,676
    )Denominator for income (loss) per common stock calculation:Weighted-average common shares, basic
    
    
    49,141
    
    
    
    50,217
    
    
    
    49,078
    
    
    
    50,502Effect of dilutive securities:Stock options and restricted stock
    
    
    2,033
    
    
    
    
    
    
    
    1,754
    
    
    
    Contingent convertible debt
    
    
    
    
    
    
    
    
    
    
    3,353Weighted-average common shares, diluted
    
    
    51,174
    
    
    
    50,217
    
    
    
    54,185
    
    
    
    50,502Basic
income (loss) per common share:Continuing operations
    
    
    0.08
    
    
    
    (4.88
    )
    
    
    0.04
    
    
    
    (4.88
    )Discontinued operations
    
    
    (0.01
    )
    
    
    0.01
    
    
    
    0.45
    
    
    
    (0.04
    )$
    0.07
    
    
    $
    (4.87
    )
    
    $
    0.49
    
    
    $
    (4.92
    )Diluted income (loss) per common shareContinuing operations
    
    
    0.08
    
    
    
    (4.88
    )
    
    
    0.06
    
    
    
    (4.88
    )Discontinued operations
    
    
    (0.01
    )
    
    
    0.01
    
    
    
    0.41
    
    
    
    (0.04
    )$
    0.07
    
    
    $
    (4.87
    )
    
    $
    0.47
    
    
    $
    (4.92
    )
 19




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 13  Restructuring Benefit
    Six months ended June 30, 2007Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    Balance as of2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 30, 2007Severance and related
    
    $
    (3,982)
    
    
    $
    (405)
    
    
    $
    2,642
    
    
    $
    314
    
    
    $
    (1,431)Contractual and other
    
    
    (269)
    
    
    
    -
    
    
    
    107
    
    
    
    
    
    
    
    (162)Total
    
    $
    (4,251)
    
    
    $
    (405)
    
    
    $
    2,749
    
    
    $
    314
    
    
    $
    (1,593)
 
  (1)
    
    Adjustment to restructuring reserve liability for employees for
which severance costs will not be
paid as they transferred to other employment opportunities within our Company. Note 14 Contingencies
 GECC Note
  20




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  
    
    GECC could force us to sell the stock of LIN Television held
by us to satisfy outstanding amounts under the GECC Note;
 
    
    if more than 50% of the ownership of LIN Television had to be sold
to satisfy the GECC Note, it could cause an acceleration of our
credit facility and other outstanding indebtedness; or
 
    
    if the GECC Note is prepaid because of an acceleration on default
or otherwise, or if the note is repaid at maturity, our Company may
incur a substantial tax liability.
  Note 15  Share Repurchase Program
  Note 16  Recent Accounting Pronouncements
  21




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
     22




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis
 
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Special Note About Forward-Looking Statements
  
    
    volatility and changes in our advertising revenues;
    
    restrictions on our operations due to, and the effect of, our significant indebtedness;
    
    effects of complying with accounting standards, including with respect to the treatment of
our intangible assets;
    
    increases in our cost of borrowings or inability or unavailability of additional debt or
equity capital;
    
    increased competition, including from newer forms of entertainment and entertainment
media, or changes in the popularity or availability of programming;
    
    increased costs, including increased news and syndicated programming costs and increased
capital expenditures as a result of acquisitions or necessary technological enhancements such as
additional expenditures related to the transition to digital broadcasting;
    
    effects of our control relationships, including the control that Hicks Muse and its
affiliates have with respect to corporate transactions and activities we undertake;
    
    adverse state or federal legislation or regulation or adverse determinations by
regulators, including adverse changes in, or interpretations of, the exceptions to the FCC
duopoly rule;
    
    adverse changes in the national or local economies in which our stations operate;
    
    softening of the domestic advertising market;
 23




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 
    
    further consolidation of national and local advertisers;
    
    global or local events that could disrupt television broadcasting;
    
    risks associated with acquisitions including integration of our acquired station businesses;
    
    changes in TV viewing patterns, ratings and commercial viewing measurement;
    
    the execution and timing of retransmission consent agreements relating to our digital revenues;
    
    changes in our television network affiliation agreements; and
    
    seasonality of the broadcast business due primarily to political advertising in even years.
  Executive Summary
   
    
    Net revenues increased 2% primarily due to the KASA-TV Acquisition and increases in
local airtime sales and digital revenue, offset largely by decreases in political revenue
and national airtime sales.
    
    Operating costs decreased 68% as compared to last year as a result of;
 o
    
    a 2006 second quarter impairment charge of $ 333.6 million
comprised of a broadcast license impairment charge of $238.3 million and a goodwill
impairment charge of $95.3 million,o
    
    2006 second quarter severance costs related to the retirement of
our former Chief Executive Officer of $6.9 million,o
    
    reduced depreciation and amortization expenses and lower program
amortization and corporate expense during 2007, offset byo
    
    increased costs in 2007 as a result of the KASA-TV Acquisition.
 
    
    On February 22, 2007 we completed the KASA-TV Acquisition for a total purchase price
of $55.0 million in cash.
    
    On March 30, 2007, we completed the sale of the Puerto Rico operations for a total
sales price of $131.9 million in cash, subject to a working capital adjustment.
    
    On March 30, 2007 we used the proceeds from the sale of
the Puerto Rico operations to
repay $70.0 million of our term loans and to repay borrowings incurred to fund the
KASA-TV Acquisition.
 24




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Critical Accounting Policies and Estimates and Recently Issued Accounting Pronouncements
  Recent Accounting Pronouncements
   25




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
    Results of Operations
     26




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Three months ended
    
    
    
    
    
    
    Six months endedJune 30,
    
    
    
    
    
    
    June 30,2007
    
    
    2006
    
    
    % change
    
    2007
    
    
    2006
    
    
    % change(numbers are in thousands)Revenues:Local time sales
    
    $
    71,604
    
    
    $
    69,346
    
    
    
    3%
    
    
    $
    138,789
    
    
    $
    132,288
    
    
    
    5%National time sales
    
    
    38,055
    
    
    
    38,693
    
    
    
    -2%
    
    
    
    70,899
    
    
    
    72,862
    
    
    
    -3%Political time sales
    
    
    979
    
    
    
    5,104
    
    
    
    -82%
    
    
    
    1,581
    
    
    
    6,954
    
    
    
    -78%Digital revenues
    
    
    3,373
    
    
    
    1,668
    
    
    
    102%
    
    
    
    5,848
    
    
    
    3,267
    
    
    
    79%Network compensation
    
    
    939
    
    
    
    484
    
    
    
    94%
    
    
    
    1,833
    
    
    
    1,302
    
    
    
    41%Barter revenues
    
    
    2,347
    
    
    
    2,174
    
    
    
    8%
    
    
    
    4,309
    
    
    
    4,380
    
    
    
    -2%Other revenues
    
    
    1,040
    
    
    
    844
    
    
    
    23%
    
    
    
    1,831
    
    
    
    1,513
    
    
    
    21%Agency commissions
    
    
    (15,059)
    
    
    
    (15,604)
    
    
    
    -3%
    
    
    
    (28,702)
    
    
    
    (29,317)
    
    
    
    -2%Net revenues
    
    
    103,278
    
    
    
    102,709
    
    
    
    1%
    
    
    
    196,388
    
    
    
    193,249
    
    
    
    2%Operating costs and expenses:Direct operating(1)
    
    
    28,874
    
    
    
    27,316
    
    
    
    6%
    
    
    
    57,892
    
    
    
    55,320
    
    
    
    5%Selling, general and administrative
    
    
    30,021
    
    
    
    30,071
    
    
    
    0%
    
    
    
    58,945
    
    
    
    59,585
    
    
    
    -1%Amortization of program rights
    
    
    6,297
    
    
    
    6,359
    
    
    
    -1%
    
    
    
    12,484
    
    
    
    12,760
    
    
    
    -2%Corporate
    
    
    5,838
    
    
    
    12,807
    
    
    
    -54%
    
    
    
    10,975
    
    
    
    18,580
    
    
    
    -41%Depreciation and amortization of intangible assets
    
    
    8,757
    
    
    
    9,012
    
    
    
    -3%
    
    
    
    17,590
    
    
    
    19,586
    
    
    
    -10%Impairment of intangible assets and goodwill
    
    
    
    
    
    
    333,553
    
    
    
    -100%
    
    
    
    
    
    
    
    333,553Restructuring charge (benefit)
    
    
    188
    
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    
    
    
    
    Total operating costs and expenses
    
    
    79,975
    
    
    
    419,118
    
    
    
    -81%
    
    
    
    157,977
    
    
    
    499,384
    
    
    
    -68%Operating income
    
    $
    23,303
    
    
    $
    (316,409)
    
    
    
    107%
    
    
    $
    38,411
    
    
    $
    (306,135)
    
    
    
    113%
  (1)
    
    Excluding depreciation of $8.2 million
and $7.9 million for the three months ended June
30, 2007 and 2006, respectively.
and $16.4 million and $17.0 million for the six months ended June 30, 2007 and 2006, respectively. Period Comparison
 Net revenues
   27




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
   Operating Costs and Expenses
 Direct operating expenses (excluding depreciation and amortization of intangible assets),
  Selling, general and administrative expenses
  Amortization of program rights
 Corporate expenses
 28




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Depreciation and amortization of intangible assets
 Impairment of intangible assets and goodwill
 Restructuring charge
  Six months ended June 30, 2007Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    Balance as of2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 30, 2007Severance and related
    
    $
    (3,982)
    
    
    $
    (405)
    
    
    $
    2,642
    
    
    $
    314
    
    
    $
    (1,431)Contractual and other
    
    
    (269)
    
    
    
    -
    
    
    
    107
    
    
    
    
    
    
    
    (162)Total
    
    $
    (4,251)
    
    
    $
    (405)
    
    
    $
    2,749
    
    
    $
    314
    
    
    $
    (1,593)
 
 (1)
    
    Adjustment to restructuring reserve liability for employees
for which severance costs will not be
paid as they transferred to other employment opportunities within our Company.
  29




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Other Expense (Income)
 Interest expense, net
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest ExpenseCredit facility
    
    $
    3,920
    
    
    $
    5,403
    
    
    $
    9,498
    
    
    $
    10,472$375,000, 6 1/2% Senior Subordinated Notes
    
    
    6,405
    
    
    
    6,405
    
    
    
    12,750
    
    
    
    12,741$190,000, 6 1/2% Senior Subordinated
Notes-Class B
    
    
    3,719
    
    
    
    3,714
    
    
    
    7,403
    
    
    
    7,392$125,000, 2.50% Exchangeable Senior Subordinated
Debentures
    
    
    1,871
    
    
    
    1,879
    
    
    
    3,742
    
    
    
    3,750Total interest expense
    
    
    15,915
    
    
    
    17,401
    
    
    
    33,393
    
    
    
    34,355Other interest costs and (interest income)
    
    
    (244)
    
    
    
    (21)
    
    
    
    241
    
    
    
    (227)Total interest expense, net
    
    $
    15,671
    
    
    $
    17,380
    
    
    $
    33,634
    
    
    $
    34,128
 Share of (income) loss in equity investments
 Loss on derivative instruments
  30




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Other items
 Provision for income taxes
 Results of Discontinued Operations
    31




---



##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  December 31, 2006Cash
    
    $
    6,244Accounts receivable
    
    
    7,567Program rights
    
    
    4,192Other current assets
    
    
    2,173Total current assets
    
    
    20,176Property and equipment, net
    
    
    29,130Program rights
    
    
    3,979Goodwill
    
    
    4,828Intangible assets, net
    
    
    68,052Total assets
    
    $
    126,165Accounts payable
    
    $
    933Accrued sales volume
    
    
    4,018Other accrued expenses
    
    
    3,826Program obligations
    
    
    4,156Total current liabilities
    
    
    12,933Program obligations
    
    
    1,247Other liabilities
    
    
    915Total liabilities
    
    $
    15,095
  Three months ended June 30,
    
    
    Six months ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    -
    
    
    $
    12,696
    
    
    $
    9,868
    
    
    $
    22,970Operating income (loss)
    
    
    -
    
    
    
    1,300
    
    
    
    1,094
    
    
    
    (125)Net income (loss)
    
    
    -
    
    
    
    512
    
    
    
    (368)
    
    
    
    (2,121)
 Liquidity and Capital Resources
  Contractual Obligations
  32




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  July-December2007
    
    
    2008-2010
    
    
    2011-2012
    
    
    Thereafter
    
    
    TotalPrincipal payments and mandatory
redemptions on debt(1)
    
    $
    10,313
    
    
    $
    123,756
    
    
    $
    70,931
    
    
    $
    690,000
    
    
    $
    895,000Cash interest on debt(2)
    
    
    27,099
    
    
    
    100,382
    
    
    
    138,272
    
    
    
    77,297
    
    
    
    343,050Program payments (3)
    
    
    12,825
    
    
    
    52,506
    
    
    
    18,435
    
    
    
    1,638
    
    
    
    85,404Operating leases(4)
    
    
    4,477
    
    
    
    2,203
    
    
    
    323
    
    
    
    507
    
    
    
    7,510Operating agreements(5)
    
    
    18,583
    
    
    
    17,200
    
    
    
    (1,349)
    
    
    
    (1,226)
    
    
    
    33,208Local marketing agreement payments(6)
    
    
    33
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    33Severance and contractual costs
from restructuring(7)
    
    
    1,519
    
    
    
    71
    
    
    
    3
    
    
    
    -
    
    
    
    1,593Total
    
    $
    74,849
    
    
    $
    296,118
    
    
    $
    226,615
    
    
    $
    768,216
    
    
    $
    1,365,798
 
 (1)
    
    We are obligated to repay our credit facility on November 4, 2011, each of our 61/2% Senior
Subordinated Notes and 61/2% Senior Subordinated Notes  Class B on May 15, 2013 and our 2.50%
Exchangeable Senior Subordinated Debentures on May 1, 2033. However, the holders of our 2.50%
Exchangeable Senior Subordinated Debentures can require us to purchase all or a portion of the
debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.(2)
    
    We are obligated to make mandatory quarterly payments on the $205.0 million term loan under our
credit facility beginning December 2007. We have contractual obligations to pay cash interest on
our credit facility, as well as commitment fees of approximately 0.50% on our revolving credit
facility through 2011, and on each of our 61/2% Senior Subordinated Notes through 2013, our 61/2%
Senior Subordinated Notes  Class B and our 2.50% Exchangeable Senior Subordinated Debentures.
We are obligated to pay contingent interest to holders of our 2.50% Exchangeable Senior
Subordinated Debentures during any six-month period commencing May 15, 2008, if the average
trading price of the debentures for a five trading day measurement period immediately preceding
the first day of the applicable six-month period equals 120% or more of the principal amount of
the debentures. The contingent interest to be paid would equal 0.25% per annum per $1,000
principal amount of debentures.(3)
    
    We have entered into commitments for future syndicated news, entertainment, and sports
programming. We have recorded $28.8 million of program obligations as of June 30, 2007 and have
unrecorded commitments of $56.6 million for programming that is not available to air as of June
30, 2007.(4)
    
    We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.(5)
    
    We have entered into a variety of operating agreements used in the operation of our stations
including rating services, consulting and research services, news video services, news weather
services, marketing services and other operating contracts under non-cancelable operating
agreements.(6)
    
    We have entered into local marketing agreements to provide programming, sales and other related
services to KNVA-TV for a fixed amount totaling $0.3 million as of June 30, 2007.(7)
    
    As a result of our 2006 restructuring charge we are committed to payments for future severance
and other contractual costs of approximately $1.6 million as of June 30, 2007.  33




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Summary of Cash Flows
  Six months endedJune 30,
    
    
    Increase (Decrease)2007
    
    
    2006
    
    
    $
    
    
    
    %Cash (used in) provided by operating activities
    
    $
    (884)
    
    
    $
    14,296
    
    
    
    (15,180)
    
    
    
    -106%Cash provided by (used in) investing activities
    
    
    73,701
    
    
    
    (5,836)
    
    
    
    79,537
    
    
    
    1363%Cash used in financing activities
    
    
    (68,472)
    
    
    
    (8,024)
    
    
    
    (60,448)
    
    
    
    -753%Net increase (decrease) in cash and cash equivalents
    
    $
    4,345
    
    
    $
    436
    
    
    $
    3,909
    
    
    
    897%
 Net cash provided by operating activities
 Net cash provided by investing activities
 Net cash used in financing activities
  34




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Description of Indebtedness
  June 30,
    
    
    December 31,2007
    
    
    2006Credit Facility
    
    $
    205,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $11,468 and
$12,411 at June 30, 2007 and
December 31, 2006, respectively)
    
    
    178,532
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $3,685 and $5,791 at June 30,
2007 and December 31, 2006, respectively)
    
    
    121,315
    
    
    
    119,209Total debt
    
    
    879,847
    
    
    
    946,798Less current portion
    
    
    30,938
    
    
    
    10,313Total long-term debt
    
    $
    848,909
    
    
    $
    936,485
 Credit Facility
    35




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  1 2 1 2
 1 2 1 2 1 2 1 2 1 2 1 2
   
    
    If the applicable stock price is less than or equal to the
base exchange price, the exchange rate will be the base
exchange rate; and
    
    If the applicable stock price is greater than the base
exchange price, the exchange rate will be determined in
accordance with the following formula; provided, however,
in no event will the exchange rate exceed 46.2748, subject
to the same proportional adjustment as the base exchange
rate: The base exchange rate plusthe applicable stock
price less the base exchange price divided by the
applicable stock price multipliedby the incremental share
factor.
  36




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Off Balance Sheet Arrangements
 GECC Note
  Future Program Rights Agreements
  37




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
         38




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##### Table of Contents



Item 4. Controls and Procedures
   39




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##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
 None.
 
 Item 4. Submission of Matters to a Vote of Security Holders
   Nominee
    
Votes
For
    
Votes
WithheldWilliam S.
Banowsky, Jr.
    
    84,833,622
    
    385,199Dr. William
H. Cunningham
    
    83,922,038
    
    1,296,783Patti S. Hart
    
    84,966,816
    
    252,005
 
 Item 5. Other Information
 None.
 40




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Second Amended and Restated Certificate of Incorporation of LIN
TV Corp., as amended (filed as Exhibit 3.1 to our Quarterly
Report on Form 10-Q filed as of August 9, 2004 (File Nos.
001-31311 and 000-25206) and incorporated by reference herein)3.2
    
    Second Amended and Restated Bylaws of LIN TV Corp., as amended
(filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q filed
as of August 9, 2004 (File Nos. 001-31311 and 000-25206) and
incorporated by reference herein)3.3
    
    Restated Certificate of Incorporation of LIN Television
Corporation (filed as Exhibit 3.1 to the Quarterly Report on Form
10-Q of LIN TV Corp. and LIN Television Corporation for the
fiscal quarter ended June 30, 2003 (File No. 000-25206) and
incorporated by reference herein)3.4
    
    Restated By-laws of LIN Television Corporation (filed as Exhibit
3.4 to the Registration Statement on Form S-1 of LIN Television
Corporation and LIN Holding Corp. (Registration No. 333-54003)
and incorporated by reference herein)4.1
    
    Specimen of stock certificate representing LIN TV Corp. Class A
Common stock, par value $.01 per share (filed as Exhibit 4.1 to
LIN TV Corp.s Registration Statement on Form S-1 (Registration
No. 333-83068) and incorporated by reference herein)31.1
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer of LIN TV Corp.31.2
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer of LIN TV Corp.31.3
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer of LIN Television Corporation.31.4
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer of LIN Television Corporation.32.1
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer and Chief Financial Officer of LIN TV
Corp.32.2
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer and Chief Financial Officer of LIN
Television Corporation
 41




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##### Table of Contents



SIGNATURES
  LIN TV CORP.
          LIN TELEVISION CORPORATIONDated: August 9, 2007
    By:
    /s/ Bart W. CatalaneBart W. CatalaneSenior Vice President, Chief
Financial Officer
(Principal Financial Officer) By:
    /s/ William A. CunninghamWilliam A. CunninghamVice President, Controller
(Principal Accounting Officer) 42




---



##### 



Table of Contents
 Item 1.
Financial StatementsLIN Television CorporationCondensed Consolidated Balance Sheets
    
    
    44Condensed Consolidated Statements of Operations
    
    
    45Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    46Condensed Consolidated Statements of Cash Flows
    
    
    47Notes to Condensed Consolidated Financial Statements
    
    
    48




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 LIN Television Corporation
 
 Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2007
    
    2006(in thousands, except share data)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    16,674
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,159; 2006 - $1,208)
    
    
    89,671
    
    
    
    90,576Program rights
    
    
    8,736
    
    
    
    18,139Assets held for sale
    
    
    -
    
    
    
    20,176Other current assets
    
    
    5,666
    
    
    
    2,963Total current assets
    
    
    120,747
    
    
    
    137,939Property and equipment, net
    
    
    187,797
    
    
    
    199,154Deferred financing costs
    
    
    15,903
    
    
    
    17,717Equity investments
    
    
    61,069
    
    
    
    62,744Program rights
    
    
    9,223
    
    
    
    12,065Goodwill
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,040,007
    
    
    
    1,041,153Assets held for sale
    
    
    -
    
    
    
    105,989Other assets
    
    
    14,364
    
    
    
    16,113Total assets
    
    $
    1,984,025
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    30,938
    
    
    $
    10,313Accounts payable
    
    
    5,307
    
    
    
    16,099Accrued compensation
    
    
    3,768
    
    
    
    11,379Accrued interest expense
    
    
    5,158
    
    
    
    5,144Accrued contract costs
    
    
    6,187
    
    
    
    5,339Other accrued expenses
    
    
    14,505
    
    
    
    17,201Program obligations
    
    
    20,831
    
    
    
    25,939Liabilities held for sale
    
    
    -
    
    
    
    12,933Total current liabilities
    
    
    86,694
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    848,909
    
    
    
    936,485Deferred income taxes, net
    
    
    360,838
    
    
    
    361,980Program obligations
    
    
    8,005
    
    
    
    16,836Liabilities held for sale
    
    
    -
    
    
    
    2,162Other liabilities
    
    
    50,334
    
    
    
    105,284Total liabilities
    
    
    1,354,780
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at June 30, 2007 and December 31, 2006
    
    
    9,882
    
    
    
    10,031Stockholders equity:Investment in parent companys common stock, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,092,854
    
    
    
    1,087,921Accumulated deficit
    
    
    (438,162
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (17,324
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    619,363
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,984,025
    
    
    $
    2,125,846
  44




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##### Table of Contents



LIN TELEVISION CORPORATION
 
 Condensed Consolidated Statements of Operations  (unaudited)
 Three months ended

    
    Six months endedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006(in thousands, except per share data)Net revenuesOperating costs and expenses:
    
    $
    103,278
    
    
    $
    102,709
    
    
    $
    196,388
    
    
    $
    193,249Direct operating (excluding depreciation of $8.2 million and
$7.9 million for the three months ended June 30, 2007 and 2006,
respectively, and $16.4 million and $17.0 million for the six
months ended June 30, 2007 and 2006, respectively)
    
    
    28,874
    
    
    
    27,316
    
    
    
    57,892
    
    
    
    55,320Selling, general and administrative
    
    
    30,021
    
    
    
    30,071
    
    
    
    58,945
    
    
    
    59,585Amortization of program rights
    
    
    6,297
    
    
    
    6,359
    
    
    
    12,484
    
    
    
    12,760Corporate
    
    
    5,838
    
    
    
    12,807
    
    
    
    10,975
    
    
    
    18,580Depreciation and amortization of intangible assets
    
    
    8,757
    
    
    
    9,012
    
    
    
    17,590
    
    
    
    19,586Impairment of intangible assets and goodwill
    
    
    -
    
    
    
    333,553
    
    
    
    -
    
    
    
    333,553Restructuring charge
    
    
    188
    
    
    
    -
    
    
    
    91
    
    
    
    -Total operating costs and expenses
    
    
    79,975
    
    
    
    419,118
    
    
    
    157,977
    
    
    
    499,384Operating income (loss)
    
    
    23,303
    
    
    
    (316,409
    )
    
    
    38,411
    
    
    
    (306,135
    )Other expense (income):Interest expense, net
    
    
    15,671
    
    
    
    17,380
    
    
    
    33,634
    
    
    
    34,128Share of (income) loss in equity investments
    
    
    (1,037
    )
    
    
    571
    
    
    
    (752
    )
    
    
    (1,009
    )Minority interest in loss (income) of Banks Broadcasting, Inc.
    
    
    33
    
    
    
    (3,952
    )
    
    
    (149
    )
    
    
    (4,191
    )Loss on derivative instruments
    
    
    496
    
    
    
    1,538
    
    
    
    466
    
    
    
    492Loss on extinguishment of debt
    
    
    -
    
    
    
    -
    
    
    
    551
    
    
    
    -Other, net
    
    
    659
    
    
    
    5,130
    
    
    
    442
    
    
    
    4,931Total other expense, net
    
    
    15,822
    
    
    
    20,667
    
    
    
    34,192
    
    
    
    34,351Income
(loss) from continuing operations before provision for (benefit
from) income taxes
    
    
    7,481
    
    
    
    (337,076
    )
    
    
    4,219
    
    
    
    (340,486
    )Provision for (benefit from) income taxes
    
    
    3,548
    
    
    
    (92,207
    )
    
    
    2,272
    
    
    
    (93,931
    )Income (loss) from continuing operations
    
    
    3,933
    
    
    
    (244,869
    )
    
    
    1,947
    
    
    
    (246,555
    )Discontinued operations:Income (loss) from discontinued operations, net of provision
for (benefit from) income taxes of $0.8 million for the three
months ended June 30, 2006 and ($0.7) million and $1.8
million for the six months ended June 30, 2007 and 2006,
respectively
    
    
    -
    
    
    
    512
    
    
    
    (368
    )
    
    
    (2,121
    )(Loss) gain from the sale of discontinued operations, net of
benefit from income taxes of $2.3 million for the six months
ended June 30, 2007
    
    
    (419
    )
    
    
    -
    
    
    
    22,667
    
    
    
    -Net income (loss)
    
    $
    3,514
    
    
    $
    (244,357
    )
    
    $
    24,246
    
    
    $
    (248,676
    )
  45




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##### Table of Contents



LIN TELEVISION
CORPORATION
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
 (unaudited)
  Investment in
    
    
    
    
    
    
    
    
    
    
    AccumulatedParent Companys
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    Comprehensive(at cost)
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)(in thousands, except for share data)Balance at December
31, 2006
    
    $
    (18,005
    )
    
    $
    1,087,921
    
    
    $
    (462,408
    )
    
    $
    (18,787
    )
    
    $
    588,721
    
    
    $
    (233,797
    )Amortization of
prior service cost,
net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    38
    
    
    
    38
    
    
    
    38Amortization of net
loss, net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    385
    
    
    
    385
    
    
    
    385Unrealized loss on
cash flow hedges
net of tax
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    621
    
    
    
    621
    
    
    
    621Recognition of
accumulated benefit
obligation,
discontinued
operations
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    419
    
    
    
    419
    
    
    
    419Exercises of stock
options and phantom
stock units and employee stock
purchase plan
issuances
    
    
    -
    
    
    
    1,528
    
    
    
    -
    
    
    
    -
    
    
    
    1,528Stock-based
compensation
    
    
    -
    
    
    
    3,405
    
    
    
    -
    
    
    
    -
    
    
    
    3,405Net income
    
    
    -
    
    
    
    -
    
    
    
    24,246
    
    
    
    -
    
    
    
    24,246
    
    
    
    24,246Comprehensive
income - 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,709Balance at June 30,
2007
    
    $
    (18,005
    )
    
    $
    1,092,854
    
    
    $
    (438,162
    )
    
    $
    (17,324
    )
    
    $
    619,363
  46




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LIN Television Corporation
 
 Condensed Consolidated Statements of Cash Flows
 (unaudited)
  Six months ended June 30,2007

    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
    $
    24,246
    
    
    $
    (248,676
    )Loss from discontinued operations
    
    
    368
    
    
    
    2,121Gain from sale of discontinued operations
    
    
    (22,667
    )
    
    
    -Adjustment to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization of intangible assets
    
    
    17,590
    
    
    
    19,586Amortization of financing costs and note discounts
    
    
    4,311
    
    
    
    4,327Amortization of program rights
    
    
    12,484
    
    
    
    12,760Program payments
    
    
    (14,256
    )
    
    
    (12,619
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    -Loss on derivative instruments
    
    
    466
    
    
    
    492Impairment of intangible assets and goodwill
    
    
    -
    
    
    
    333,553Share of income in equity investments
    
    
    (752
    )
    
    
    (1,009
    )Deferred income taxes, net
    
    
    6,419
    
    
    
    (92,387
    )Stock-based compensation
    
    
    2,875
    
    
    
    5,578Other, net
    
    
    667
    
    
    
    1,129Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    856
    
    
    
    (8,317
    )Other assets
    
    
    (797
    )
    
    
    (200
    )Accounts payable
    
    
    (10,792
    )
    
    
    100Accrued interest payable
    
    
    14
    
    
    
    (1,329
    )Other accrued expenses
    
    
    (9,628
    )
    
    
    734Net cash provided by operating activities, continuing operations
    
    
    11,955
    
    
    
    15,843Net cash used in operating activities, discontinued operations
    
    
    (12,839
    )
    
    
    (1,547
    )Net cash (used in) provided by operating activities
    
    
    (884
    )
    
    
    14,296INVESTING ACTIVITIES:Capital expenditures
    
    
    (5,141
    )
    
    
    (5,165
    )Distributions from equity investments
    
    
    2,214
    
    
    
    2,037Payments for business combinations, net of cash acquired
    
    
    (52,250
    )
    
    
    -Acquisition of broadcast licenses
    
    
    -
    
    
    
    37USDTV investment and other investments, net
    
    
    (605
    )
    
    
    (2,341
    )Net cash used in investing activities, continuing operations
    
    
    (55,782
    )
    
    
    (5,432
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    129,483
    
    
    
    (404
    )Net cash provided by (used in) investing activities
    
    
    73,701
    
    
    
    (5,836
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    1,528
    
    
    
    328Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
    5,000Principal payments on long-term debt
    
    
    (130,000
    )
    
    
    -Cash expenses associated with early extinguishment of debt
    
    
    -
    
    
    
    (124
    )Investment in parent companys common stock, at cost
    
    
    -
    
    
    
    (13,228
    )Net cash used in financing activities, continuing operations
    
    
    (68,472
    )
    
    
    (8,024
    )Net cash used in financing activities, discontinued operations
    
    
    -
    
    
    
    -Net cash used in financing activities
    
    
    (68,472
    )
    
    
    (8,024
    )Net increase in cash and cash equivalents
    
    
    4,345
    
    
    
    436Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    16,674
    
    
    
    11,571Less cash and cash equivalents from discontinued operations, end of the period
    
    
    -
    
    
    
    3,679Cash and cash equivalents from continuing operations, end of the period
    
    $
    16,674
    
    
    $
    7,892
  47




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LIN Television Corporation
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        48




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 2  Acquisitions
 KASA-TV Station Acquisition
   Acquisition Reserves
  49




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    Balance as ofAcquisition Date
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    

June 30, 2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    20
    
    
    
    
    
    
    $
    116Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    104
    
    
    
    
    
    
    
    191Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    558
    
    
    
    (413)
    (1)
    
    
    5,186Station acquired from Raycom
    
    February 22, 2007
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -$
    6,588
    
    
    $
    682
    
    
    $
    (413
    )
    
    $
    5,493
 
 (1)
    
    Represents the adjustment to write off a) the outstanding reserve for operating agreement
payments for our traffic system upon conversion to a new traffic system and b) other
transactional costs related to the acquisition.
 Pro-Forma
  Three months ended
    
    
    Six months endedJune 30, 2006

    
    June 30, 2006Net revenues
    
    $
    106,277
    
    
    $
    199,869Operating loss
    
    
    (315,940
    )
    
    
    (305,716
    )Loss from continuing operations
    
    
    (245,149
    )
    
    
    (247,450
    )Income (loss) from discontinued operations
    
    
    512
    
    
    
    (2,122
    )Net loss
    
    
    (244,637
    )
    
    
    (249,572
    )
 Note 3  Discontinued Operations
 Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
 50




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
    December 31, 2006Cash
    
    $
    6,244Accounts receivable
    
    
    7,567Program rights
    
    
    4,192Other current assets
    
    
    2,173Total current assets
    
    
    20,176Property and equipment, net
    
    
    29,130Program rights
    
    
    3,979Goodwill
    
    
    4,828Intangible assets, net
    
    
    68,052Total assets
    
    $
    126,165Accounts payable
    
    $
    933Accrued sales volume
    
    
    4,018Other accrued expenses
    
    
    3,826Program obligations
    
    
    4,156Total current liabilities
    
    
    12,933Program obligations
    
    
    1,247Other liabilities
    
    
    915Total liabilities
    
    $
    15,095
  Three months ended June 30,

    
    Six months ended June 30,2007

    
    2006

    
    2007

    
    2006Net revenues
    
    $
    -
    
    
    $
    12,696
    
    
    $
    9,868
    
    
    $
    22,970Operating income (loss)
    
    
    -
    
    
    
    1,300
    
    
    
    1,094
    
    
    
    (125
    )Net income (loss)
    
    
    -
    
    
    
    512
    
    
    
    (368
    )
    
    
    (2,121
    )
 51




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 4  Investments
  June 30,
    
    
    December 31,2007
    
    
    2006NBC Universal joint venture
    
    $
    54,856
    
    
    $
    55,413WAND(TV) Partnership
    
    
    6,104
    
    
    
    6,831Other
    
    
    109
    
    
    
    500$
    61,069
    
    
    $
    62,744
 Joint Venture with NBC Universal
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007

    
    2006

    
    2007

    
    2006Revenue
    
    $
    21,563
    
    
    $
    23,206
    
    
    $
    37,246
    
    
    $
    47,847Other expense, net
    
    
    (16,492
    )
    
    
    (16,344
    )
    
    
    (32,983
    )
    
    
    (32,853
    )Net income
    
    $
    5,071
    
    
    $
    6,862
    
    
    $
    4,263
    
    
    $
    14,994June 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    16,309
    
    
    $
    11,860Non-current assets
    
    
    226,857
    
    
    
    233,861Current liabilities
    
    
    906
    
    
    
    725Non-current liabilities
    
    
    815,500
    
    
    
    815,500
  WAND(TV) Partnership:
 52




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,716
    
    
    $
    1,922
    
    
    $
    3,072
    
    
    $
    3,816Operating income (loss) (1)
    
    
    330
    
    
    
    (5,890
    )
    
    
    332
    
    
    
    (6,122
    )Net income (loss)
    
    
    134
    
    
    
    (5,884
    )
    
    
    (81
    )
    
    
    (6,112
    )June 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    2,228
    
    
    $
    4,723Non-current assets
    
    
    13,710
    
    
    
    13,992Current liabilities
    
    
    1,663
    
    
    
    2,296Non-current liabilities
    
    
    44
    
    
    
    -
 
 (1)
    
    Includes an impairment charge of $5.9 million relating to the broadcast license of WAND(TV) in the second quarter of 2006.
 Note 5  Intangible Assets
  53




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 EstimatedRemainingUseful Life
    
    
    June 30,
    
    
    December 31,(Years)

    
    2007

    
    2006Amortized Intangible Assets:LMA purchase options
    
    
    1
    
    
    $
    5,124
    
    
    $
    5,124Network affiliations
    
    
    1
    
    
    
    1,753
    
    
    
    1,753Other intangible assets
    
    
    2
    (1)
    
    
    5,964
    
    
    
    5,964Accumulated amortization
    
    
    
    
    
    
    (10,570
    )
    
    
    (9,424
    )$
    2,271
    
    
    $
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,037,736
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972$
    1,572,651
    
    
    $
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,040,007
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,574,922
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted average life.
   July 1,-December 31,
    
    
    Year ending December 31,There-2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    after
    
    
    TotalAmortization expense
    
    $
    901
    
    
    $
    259
    
    
    $
    75
    
    
    $
    71
    
    
    $
    68
    
    
    $
    61
    
    
    $
    836
    
    
    $
    2,271
 54




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 6  Debt
  June 30,
    
    
    December 31,2007
    
    
    2006Credit Facility
    
    $
    205,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $11,468 and
$12,411 at June 30, 2007 and
December 31, 2006, respectively)
    
    
    178,532
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $3,685 and $5,791 at June 30,
2007 and December 31, 2006, respectively)
    
    
    121,315
    
    
    
    119,209Total debt
    
    
    879,847
    
    
    
    946,798Less current portion
    
    
    30,938
    
    
    
    10,313Total long-term debt
    
    $
    848,909
    
    
    $
    936,485
 
  Note 7  Stock-Based Compensation
  55




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 8 Comprehensive Income (Loss)
   Unfunded
    
    
    UnrealizedProjected
    
    
    (Loss) GainBenefit
    
    
    onObligation
    
    
    Derivatives(Net of Tax)
    
    
    (Net of Tax)
    
    
    TotalBalance as of December 31, 2006
    
    $
    (18,150)
    
    
    $
    (637)
    
    
    $
    (18,787)Changes during the period, net of tax
    
    
    842
    
    
    
    621
    
    
    
    1,463Balance as of June 30, 2007
    
    $
    (17,308)
    
    
    $
    (16)
    
    
    $
    (17,324)
 56




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    3,514
    
    
    $
    (244,357
    )
    
    $
    24,246
    
    
    $
    (248,676
    )Other comprehensive (loss) income:Net periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    320
    
    
    
    -
    
    
    
    352
    
    
    
    -Tax effect
    
    
    (57
    )
    
    
    -
    
    
    
    (85
    )
    
    
    -Amortization of prior service cost, net of tax
    
    
    264
    
    
    
    -
    
    
    
    267
    
    
    
    -Amortization of net loss
    
    
    438
    
    
    
    -
    
    
    
    758
    
    
    
    -Tax effect
    
    
    (78
    )
    
    
    -
    
    
    
    (183
    )
    
    
    -Amortization of net loss, net of tax
    
    
    360
    
    
    
    -
    
    
    
    575
    
    
    
    -Unrealized loss (gain) on cash flow hedges (Note 9):Unrealized loss (gain) on cash flow hedges:
    
    
    1,366
    
    
    
    (722
    )
    
    
    1,026
    
    
    
    (722
    )Tax effect
    
    
    (539
    )
    
    
    286
    
    
    
    (405
    )
    
    
    286Unrealized loss (gain) on cash flow hedges, net of tax
    
    
    827
    
    
    
    (436
    )
    
    
    621
    
    
    
    (436
    )Total comprehensive income (loss)
    
    $
    4,965
    
    
    $
    (244,793
    )
    
    $
    25,709
    
    
    $
    (249,112
    )
 Note 9  Derivative Financial Instruments
  57




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Note 10 Retirement Plans
 401(k) Plan
 401(k)
 Retirement Plans
  58




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    550
    
    
    $
    625
    
    
    $
    1,100
    
    
    $
    1,250Interest cost
    
    
    1,500
    
    
    
    1,400
    
    
    
    3,000
    
    
    
    2,800Expected return on plan assets
    
    
    (1,550)
    
    
    
    (1,475)
    
    
    
    (3,100)
    
    
    
    (2,950)Amortization of prior service cost
    
    
    25
    
    
    
    30
    
    
    
    50
    
    
    
    60Amortization of net loss
    
    
    325
    
    
    
    320
    
    
    
    650
    
    
    
    640Net periodic benefit cost
    
    $
    850
    
    
    $
    900
    
    
    $
    1,700
    
    
    $
    1,800
   Note 11  Income Taxes
   59




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 12  Restructuring Benefit
    Six months ended June 30, 2007Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    Balance as of2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 30, 2007Severance and related
    
    $
    (3,982)
    
    
    $
    (405)
    
    
    $
    2,642
    
    
    $
    314
    
    
    $
    (1,431)Contractual and other
    
    
    (269)
    
    
    
    -
    
    
    
    107
    
    
    
    
    
    
    
    (162)Total
    
    $
    (4,251)
    
    
    $
    (405)
    
    
    $
    2,749
    
    
    $
    314
    
    
    $
    (1,593)
 
  (1)
    
    Adjustment to restructuring reserve liability for employees for
which severance costs will not be
paid as they transferred to other employment opportunities within our Company. Note 13 Contingencies
 GECC Note
  60




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  
    
    GECC could force LIN TV Corp. to sell the stock of LIN Television held
by LIN TV Corp. to satisfy outstanding amounts under the GECC Note;
 
    
    if more than 50% of the ownership of LIN Television had to be sold
to satisfy the GECC Note, it could cause an acceleration of our
credit facility and other outstanding indebtedness; or
 
    
    if the GECC Note is prepaid because of an acceleration on default
or otherwise, or if the note is repaid at maturity, our Company may
incur a substantial tax liability.
  Note 14  Share Repurchase Program
  Note 15  Recent Accounting Pronouncements
  61




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
     62