##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 OR 15 (d) of the
Securities Exchange Act of 1934
 For the quarterly period ended March 31, 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. Financial Statements 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 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
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    34Part II. Other InformationItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders
    
    
    35Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    36Signature Page
    
    
    37Certification Pursuant to Section 302 - CEO of LIN TV CorpCertification Pursuant to Section 302 - CFO of LIN TV CorpCertification Pursuant to Section 302 - CEO of LIN Television CorpCertification Pursuant to Section 302 - CFO of LIN Television CorpCertification Pursuant to Section 906 - LIN TV CorpCertification Pursuant to Section 906 - LIN Television Corp
  1




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 LIN TV Corp.
 
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2007
    
    
    2006(in thousands, except share data)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    26,911
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,167; 2006 - $1,208)
    
    
    80,898
    
    
    
    90,576Program rights
    
    
    13,055
    
    
    
    18,139Assets held for sale
    
    
    
    
    
    
    20,176Other current assets
    
    
    5,066
    
    
    
    2,963Total current assets
    
    
    125,930
    
    
    
    137,939Property and equipment, net
    
    
    192,921
    
    
    
    199,154Deferred financing costs
    
    
    16,519
    
    
    
    17,717Equity investments
    
    
    61,353
    
    
    
    62,744Program rights
    
    
    10,869
    
    
    
    12,065Goodwill
    
    
    534,571
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,040,530
    
    
    
    1,041,153Assets held for sale
    
    
    
    
    
    
    105,989Other assets
    
    
    14,333
    
    
    
    16,113Total assets
    
    $
    1,997,026
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    20,625
    
    
    $
    10,313Accounts payable
    
    
    7,912
    
    
    
    16,099Accrued compensation
    
    
    5,967
    
    
    
    11,379Accrued interest expense
    
    
    15,273
    
    
    
    5,144Accrued contract costs
    
    
    5,891
    
    
    
    5,339Other accrued expenses
    
    
    18,687
    
    
    
    17,201Program obligations
    
    
    20,404
    
    
    
    25,939Liabilities held for sale
    
    
    
    
    
    
    12,933Total current liabilities
    
    
    94,759
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    857,697
    
    
    
    936,485Deferred income taxes, net
    
    
    356,537
    
    
    
    361,980Program obligations
    
    
    15,228
    
    
    
    16,836Liabilities held for sale
    
    
    
    
    
    
    2,162Other liabilities
    
    
    51,537
    
    
    
    105,284Total liabilities
    
    
    1,375,758
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at March 31, 2007 and December 31, 2006
    
    
    9,849
    
    
    
    10,031Stockholders equity:Class A common stock, $0.01 par value, 100,000,000 shares authorized,
29,075,634 shares at March 31, 2007 and 29,053,302 shares at
December 31, 2006, respectively, issued and outstanding
    
    
    291
    
    
    
    290Class B common stock, $0.01 par value, 50,000,000 shares authorized,
23,502,059 shares at March 31, 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 March 31, 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 March 31, 2007 and December 31, 2006, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,089,349
    
    
    
    1,087,396Accumulated deficit
    
    
    (441,676
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (18,775
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    611,419
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,997,026
    
    
    $
    2,125,846
  2




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LIN TV Corp.
 
 Condensed Consolidated Statements of Operations  (unaudited)
 Three months ended March 31,2007
    
    
    2006(in thousands, except per share data)Net revenues
    
    $
    93,110
    
    
    $
    90,540Operating costs and expenses:Direct operating (excluding depreciation of $8.2 million and
$9.2 million for the three months ended March 31, 2007 and 2006, respectively)
    
    
    29,018
    
    
    
    28,004Selling, general and administrative
    
    
    28,924
    
    
    
    29,514Amortization of program rights
    
    
    6,187
    
    
    
    6,401Corporate
    
    
    5,137
    
    
    
    5,773Depreciation and amortization of intangible assets
    
    
    8,833
    
    
    
    10,574Restructuring benefit
    
    
    (97
    )
    
    
    Total operating costs and expenses
    
    
    78,002
    
    
    
    80,266Operating income
    
    
    15,108
    
    
    
    10,274Other expense (income):Interest expense, net
    
    
    17,963
    
    
    
    16,748Share of
loss (income) in equity investments
    
    
    285
    
    
    
    (1,580
    )Minority interest in loss of Banks Broadcasting, Inc.
    
    
    (182
    )
    
    
    (239
    )Gain on derivative instruments
    
    
    (30
    )
    
    
    (1,046
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    Other, net
    
    
    (217
    )
    
    
    (199
    )Total other expense, net
    
    
    18,370
    
    
    
    13,684Loss from continuing operations before benefit from income taxes
    
    
    (3,262
    )
    
    
    (3,410
    )Benefit from income taxes
    
    
    (1,276
    )
    
    
    (1,724
    )Loss from continuing operations
    
    
    (1,986
    )
    
    
    (1,686
    )Discontinued operations:Loss from discontinued operations, net of benefit from income taxes
of $0.7 million and $1.0 million for the three months ended March 31,
2007 and 2006, respectively
    
    
    (368
    )
    
    
    (2,633
    )Gain from the sale of discontinued operations, net of benefit from
income taxes of $2.3 million for the three months ended
March 31, 2007
    
    
    23,086
    
    
    
    Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )Basic and
diluted income (loss) per common share:Loss from continuing operations
    
    $
    (0.04
    )
    
    $
    (0.03
    )Loss from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    (0.05
    )Gain from the sale of discontinued operations, net of tax
    
    
    0.47
    
    
    
    Net income (loss)
    
    $
    0.42
    
    
    $
    (0.09
    )Weighted - average number of common shares outstanding used
in calculating basic income (loss) per common share
    
    
    49,016
    
    
    
    50,787
  3




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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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    31
    
    
    
    31Amortization of net loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187
    
    
    
    187
    
    
    
    187Unrealized loss on cash flow hedges net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (206
    )
    
    
    (206
    )
    
    
    (206
    )Exercises of stock options and phantom stock units and employee stock purchase plan issuances
    
    
    105,224
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192
    
    
    
    
    
    
    
    
    
    
    
    193Stock-based compensation
    
    
    (82,892
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,761
    
    
    
    
    
    
    
    
    
    
    
    1,761Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,732
    
    
    
    
    
    
    
    20,732
    
    
    
    20,732Comprehensive income  2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,744Balance at March 31, 2007
    
    
    29,075,634
    
    
    $
    291
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
    
    
    
    $
    (18,005
    )
    
    $
    1,089,349
    
    
    $
    (441,676
    )
    
    $
    (18,775
    )
    
    $
    611,419
  4




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##### Table of Contents



LIN TV Corp.
 
 Condensed Consolidated Statements of Cash Flows  (unaudited)
 Three months ended March 31,2007
    
    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )Loss from discontinued operations
    
    
    368
    
    
    
    2,633Gain from sale of discontinued operations
    
    
    (23,086
    )
    
    
    Adjustment
to reconcile net income (loss) to net cash provided by operating activities:Non-cash items:Depreciation and amortization of intangible assets
    
    
    8,833
    
    
    
    10,574Amortization of financing costs and note discounts
    
    
    2,170
    
    
    
    2,162Amortization of program rights
    
    
    6,187
    
    
    
    6,401Program payments
    
    
    (7,129
    )
    
    
    (5,879
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    Gain on derivative instruments
    
    
    (30
    )
    
    
    (1,046
    )Share of loss (income) in equity investments
    
    
    285
    
    
    
    (1,580
    )Deferred income taxes, net
    
    
    2,118
    
    
    
    (317
    )Stock-based compensation
    
    
    1,418
    
    
    
    1,933Other, net
    
    
    (132
    )
    
    
    (18
    )Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    9,637
    
    
    
    814Other assets
    
    
    (271
    )
    
    
    (3,023
    )Accounts payable
    
    
    (8,187
    )
    
    
    (100
    )Accrued interest payable
    
    
    10,129
    
    
    
    9,807Other accrued expenses
    
    
    (2,718
    )
    
    
    (2,723
    )Net cash provided by operating activities, continuing operations
    
    
    20,875
    
    
    
    15,319Net cash used in operating activities, discontinued operations
    
    
    (12,839
    )
    
    
    (2,369
    )Net cash provided by operating activities
    
    
    8,036
    
    
    
    12,950INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,986
    )
    
    
    (891
    )Distributions from equity investments
    
    
    1,106
    
    
    
    1,018Payments for business combinations, net of cash acquired
    
    
    (52,250
    )
    
    
    USDTV Investment and other investments, net
    
    
    
    
    
    
    (1,941
    )Net cash used in investing activities, continuing operations
    
    
    (53,130
    )
    
    
    (1,814
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    129,483
    
    
    
    (299
    )Net cash provided by (used in) investing activities
    
    
    76,353
    
    
    
    (2,113
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    193
    
    
    
    111Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
    (10,000
    )Principal payments on long-term debt
    
    
    (130,000
    )
    
    
    Cash expenses associated with early extinguishment of debt
    
    
    
    
    
    
    (95
    )Treasury stock purchased
    
    
    
    
    
    
    (5,650
    )Net cash used in financing activities, continuing operations
    
    
    (69,807
    )
    
    
    (15,634
    )Net cash used in financing activities, discontinued operations
    
    
    
    
    
    
    Net cash used in financing activities
    
    
    (69,807
    )
    
    
    (15,634
    )Net increase (decrease) in cash and cash equivalents
    
    
    14,582
    
    
    
    (4,797
    )Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    26,911
    
    
    
    6,338Less cash and cash equivalents from discontinued operations, end of the period
    
    
    
    
    
    
    2,960Cash and cash equivalents from continuing operations, end of the period
    
    $
    26,911
    
    
    $
    3,378
  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
 2006 Raycom (KASA-TV) Station Acquisition
    Acquisition Reserves
  Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    March 31,Acquisition Date
    
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    
    2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    11
    
    
    $
    
    
    
    $
    125Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    52
    
    
    
    
    
    
    
    243Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    281
    
    
    
    (412
    )(1)
    
    
    5,464Station acquired from Raycom
    
    February 22, 2007
    
    
    
    
    
    
    
    
    
    
    58
    (2)
    
    
    58$
    6,588
    
    
    $
    344
    
    
    $
    (354
    )
    
    $
    5,890
 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.2)
    Represents legal costs and barter contract costs expected to be paid in 2007. 7




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Pro-Forma
  Three months endedMarch 31, 2006Net revenues
    
    $
    93,592Operating income
    
    
    10,224Loss from continuing operations
    
    
    (2,301
    )Loss from discontinued operations
    
    
    (2,633
    )Net loss
    
    $
    (4,934
    )Basic net loss per common share, pro-forma:Loss from continuing operations
    
    $
    (0.05
    )Loss from discontinued operations
    
    
    (0.05
    )Net loss
    
    $
    (0.10
    )Weighted average number of common shares outstanding
    
    
    50,787Diluted net loss per common share, pro-forma:Loss from continuing operations
    
    $
    (0.05
    )Loss from discontinued operations
    
    
    (0.05
    )Net loss
    
    $
    (0.10
    )Weighted average number of common shares outstanding
    
    
    50,787
 Note 3  Discontinued Operations
 Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
   8




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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
    
    $
    933Accured 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 March 31,2007
    
    2006Net revenues
    
    $
    9,868
    
    
    $
    10,274Operating income
    
    
    1,094
    
    
    
    1,425Net loss
    
    
    (368
    )
    
    
    (2,633
    )
 Note 4  Investments
  March 31,
    
    
    December 31,2007
    
    
    2006NBC Universal joint venture
    
    $
    54,226
    
    
    $
    55,413WAND (TV) Partnership
    
    
    6,759
    
    
    
    6,831Other
    
    
    368
    
    
    
    500$
    61,353
    
    
    $
    62,744
 9




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Joint Venture with NBC Universal
 Three months ended March 31,2007
    
    2006Revenue
    
    $
    15,683
    
    
    $
    24,641Other expense, net
    
    
    (16,491
    )
    
    
    (16,509
    )Net (loss) income
    
    
    (808
    )
    
    
    8,132
 March 31,
    
    December 31,2007
    
    2006Current assets
    
    $
    16,646
    
    
    $
    11,860Non-current assets
    
    
    223,394
    
    
    
    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 March 31,2007
    
    
    2006Net revenues
    
    $
    1,356
    
    
    $
    1,894Operating loss
    
    
    (1,571
    )
    
    
    (4
    )Net loss
    
    
    (215
    )
    
    
    (227
    )
 March 31,
    
    December 31,2007
    
    2006Current assets
    
    $
    3,763
    
    
    $
    4,723Non-current assets
    
    
    13,780
    
    
    
    13,992Current liabilities
    
    
    1,340
    
    
    
    2,296Non-current liabilities
    
    
    
    
    
    
    
 Note 5  Intangible Assets
  EstimatedRemainingUseful Life
    
    
    March 31,
    
    
    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
    
    
    
    
    
    
    (10,047
    )
    
    
    (9,424
    )2,794
    
    
    
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,037,736
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,571
    
    
    
    532,972$
    1,572,307
    
    
    $
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,571
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,040,530
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,575,101
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted average life.  11




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Three months ended


 
    April 1-
    
    Year ending December 31,March 31,
    
    December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    There-2007
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    after
    
    TotalAmortization expense
    
    
    $ 623
    
    
    
    $ 1,381
    
    
    
    $ 1,423
    
    
    
    $ 259
    
    
    
    $ 75
    
    
    
    $ 71
    
    
    
    $ 68
    
    
    
    $ 61
    
    
    
    $ 837
    
    
    
    $ 2,794
 Note 6  Debt
  March 31,
    
    
    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 $11,940 and
$12,411 at March 31, 2007 and
December 31, 2006, respectively)
    
    
    178,060
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $4,739 and $5,791 at March 31,
2007 and December 31, 2006, respectively)
    
    
    120,262
    
    
    
    119,209Total debt
    
    
    878,322
    
    
    
    946,798Less current portion
    
    
    20,625
    
    
    
    10,313Total long-term debt
    
    $
    857,697
    
    
    $
    936,485
  Note 7  Stock-Based Compensation
  12




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 8 Comprehensive income (loss)
   UnfundedProjected
    
    
    UnrealizedBenefit
    
    
    (Loss) GainObligation
    
    
    on 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
    
    
    218
    
    
    
    (206
    )
    
    
    12Balance as of March 31, 2007
    
    $
    (17,932
    )
    
    $
    (843
    )
    
    $
    (18,775
    )
  Three months ended March 31,2007
    
    
    2006Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )Other comprehensive (loss) income:Net periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    43
    
    
    
    Tax effect
    
    
    (12
    )
    
    
    Amortization
of prior service cost, net of tax
    
    
    31
    
    
    
    Amortization of net loss
    
    
    309
    
    
    
    Tax effect
    
    
    (122
    )
    
    
    Amortization
of net loss, net of tax
    
    
    187
    
    
    
    Unrealized
loss on cash flow hedges (Note 9):
    
    
    (340
    )
    
    
    Tax effect
    
    
    134
    
    
    
    Unrealized loss on cash flow hedges, net of tax
    
    
    (206
    )
    
    
    Total comprehensive income (loss)
    
    $
    20,744
    
    
    $
    (4,319
    )
 13




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 9  Derivative Financial Instruments
    Note 10 Retirement Plans
 401(k) Plan
  Retirement Plans
  14




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
   Three months ended March 31,2007
    
    
    2006Service cost
    
    $
    550
    
    
    $
    625Interest cost
    
    
    1,500
    
    
    
    1,400Expected return on plan assets
    
    
    (1,550
    )
    
    
    (1,475
    )Amortization of prior service cost
    
    
    25
    
    
    
    30Amortization of net loss
    
    
    325
    
    
    
    320Net periodic benefit cost
    
    $
    850
    
    
    $
    900
  Note 11  Income Taxes
   15




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Note
12 Income (loss) per Share
   16




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 13  Restructuring Benefit
    17




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Balance as ofDecember 31,
    
    
    Three months ended March 31, 2007
    
    
    Balance as of2006
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    March 31, 2007Severance and related
    
    $
    (3,982
    )
    
    $
    (217
    )
    
    $
    1,959
    
    
    $
    314
    
    
    $
    (1,926
    )Contractual and other
    
    
    (269
    )
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    (182
    )Total
    
    $
    (4,251
    )
    
    $
    (217
    )
    
    $
    2,046
    
    
    $
    314
    
    
    $
    (2,108
    )
 
 (1)
    
    Represents the adjustment to the restructuring reserve
liability for projected employee severance costs that will not be
paid due to employees being transferred to other employment
opportunities within our Company. Note 14 Contingencies
 GECC Note
  
    
    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.
  18




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LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 15  Share Repurchase Program
  Note 16  Recent Accounting Pronouncements
  19




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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
 Industry Trends
 
    
    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;
 20




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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 3% primarily due to the KASA-TV Acquisition.
    
    Operating costs decreased 3% in the first quarter primarily due to reduced depreciation and amortization expenses plus lower program amortization and corporate expense, offset by increased costs as a result of the KASA-TV acquisition.
    
    Operating income increased 47% in the first quarter as a result of increased net revenues and lower operating costs.
    
    On February 22, 2007 we completed the KASA-TV Acquisition for a total purchase price of $55.0 million.
    
    On March 30, 2007 we completed our sale of our Puerto
Rico operations for a total sales price of $131.9 million in cash.
    
    On March 30, 2007 we used the proceeds from the sale of our Puerto Rico operations to repay $70.0 million of our term loans and to repay borrowings incurred to fund the purchase of KASA-TV.
 Industry Trends
  
    
    There is increased local competition among pay television companies, such as cable
operators, satellite video carriers and telecommunication companies, in the delivery of
multi-channel video services to consumers. However, the value provided by broadcasters
serving local communities with local news and weather services and popular network
entertainment and sports programming, most of which is now also delivered through digital
and high definition (HD) signals, provides the broadcast television industry with
compelling negotiating positions to pursue new retransmission consent agreements with
these pay television companies. We expect the negotiation of these agreements by broadcast
television companies to ultimately be successful and result in growth of retransmission
consent fees to many broadcasters over the next several years.
 
    
    Due to substantial broadband penetration in most local television markets and a growing
demand by consumers to view video over the Internet, broadcasters are developing their
stations websites to deliver local rich media content, such as targeted newscasts,
weather alerts and other local interest content. These websites create new ways of
connecting with local audiences at home, out-of-home and at work and delivering content
that broadcasters would otherwise be unable to deliver. In addition, these websites
create the ability to sell additional and new forms of local advertising to existing and
new customers. We expect that television station websites will continue to grow in
consumer and advertiser acceptance and usage and that revenues and income from these
website operations will become a more significant contributor to broadcast companies results
of operations over the next several years.
 21




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##### Table of Contents




    
    Political advertising continues to trend up over the last ten years; however, political
advertising creates large fluctuations in the operating results of broadcasters that have
typically resulted in revenues and earnings decreases in odd-numbered years. This is
consistent with the decrease in the number of candidates running for political office in
the interim national election cycle, as well as select state and local elections. As a
result, we expect political advertising to decrease in 2007 compared to 2006, but to
continue to trend up over time when comparing even-numbered years.
 
    
    Revenue from Olympics advertising also occurs in even-numbered years, alternating
between the Winter Olympic Games (First Quarter of 2006) and the Summer Olympic Games
(Third Quarter of 2008). Our 5 NBC stations aired the 2006 Winter Olympics in February
2006 and did not record any advertising revenue associated with the Olympics in the first
quarter of 2007.
 
    
    The Television Bureau of Advertising (TVB) reported that U.S. television advertising
decreased 2.9% for the three months ended March 31, 2007 due largely to the loss of
political advertising. This compares to TVBs report of 7.4% growth in television
advertising for the three months ended March 31, 2006, due primarily to political and
Olympic advertising in that even-numbered year period.
 
    
    Automotive advertisers continue to rely heavily on local television stations to promote
their brands, showcase new model introductions and announce special pricing and financing
promotions. Automotive-related advertising represents approximately 24% and 26% of our
total net revenues for the three months ended March 31, 2007 and 2006, respectively. Due
to heated competition among domestic and foreign car manufacturers and fiscal operating
constraints at domestic automotive companies in particular, national automotive
advertising has been trending downward in recent years. We expect this national
advertising trend to continue in 2007 and future years, depending on the population growth
and spending patterns of specific geographic markets that television stations serve.
However, local car dealership advertising appears to be relatively consistent for most
television stations and these customers are among some of the more active early adopters
of website advertising; as a result we expect that local advertising for these customers
will be relatively stable over the coming years, unless there is significant dealership
consolidation in local markets.
 
    
    Fragmentation of all media resulting from the growth of the Internet and the
proliferation in the number of national program services, together with industry
consolidation for a number of larger advertising categories, has increased the competition
for and impacted the pool of available national advertising dollars, resulting in the
general decline of our national advertising revenues. Excluding political advertising, we
received 32% of our advertising revenues from national advertisers in 2006 compared to 37%
in 2004. We expect this trend to continue.
 
    
    Networks have increasingly made the renewal or extension of affiliation agreements
contingent upon a reduction or eventual elimination of network compensation payments and,
in certain contract extensions, have required broadcast stations to pay compensation to
the network. We expect this trend to continue.
 
    
    We no longer have exclusive rights to off-network programs for time periods where we do
not air our local news or network programs. Many of these programs now air on national
cable channels or may be purchased on DVDs, cable video-on-demand (VOD), computer
downloads via the Internet and on wireless mobile video devices by our television
audience. This fragmentation creates additional competition for viewing time and potential
dilution of local television station audiences which can make it more difficult to
maintain or increase the rates television stations charge their advertisers.
 
    
    On February 17, 2009, television broadcasters will be required to broadcast digital
transmissions only and are required to cease all analog broadcast transmissions. In
connection with the move to all digital transmission, many in the broadcast industry, in
particular the television networks, are already producing and/or distributing more
programming in HD format, which provides local television audiences with rich media
content and an improved viewing experience. As a result, consumer purchases of HD capable
television sets and other technology has been accelerating and is driving viewer
expectations and demand for increased quantities of HD programming.
We expect this trend
to continue and become an additional competitive force and point of differentiation for
television broadcasters among the variety of multi-channel video services available to
consumers.
 22




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Critical Accounting Policies and Estimates and Recently Issued Accounting Pronouncements
  Recent Accounting Pronouncements
  Results of Operations
    23




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Three
months ended March 31,2007
    
    
    2006
    
    
    % changeRevenues:
    
    (Numbers are in thousands)Local time sales
    
    $
    67,185
    
    
    $
    62,942
    
    
    
    7
    %National time sales
    
    
    32,844
    
    
    
    34,169
    
    
    
    -4
    %Political time sales
    
    
    602
    
    
    
    1,850
    
    
    
    -68
    %Digital revenues
    
    
    2,475
    
    
    
    1,599
    
    
    
    55
    %Network compensation
    
    
    894
    
    
    
    818
    
    
    
    9
    %Barter revenues
    
    
    1,962
    
    
    
    2,206
    
    
    
    -11
    %Other revenues
    
    
    791
    
    
    
    669
    
    
    
    18
    %Agency commissions
    
    
    (13,643
    )
    
    
    (13,713
    )
    
    
    -1
    %Net revenues
    
    
    93,110
    
    
    
    90,540
    
    
    
    3
    %Operating costs and expenses:Direct
operating(1)
    
    
    29,018
    
    
    
    28,004
    
    
    
    4
    %Selling, general and administrative
    
    
    28,924
    
    
    
    29,514
    
    
    
    -2
    %Amortization of program rights
    
    
    6,187
    
    
    
    6,401
    
    
    
    -3
    %Corporate
    
    
    5,137
    
    
    
    5,773
    
    
    
    -11
    %Depreciation and amortization of intangible assets
    
    
    8,833
    
    
    
    10,574
    
    
    
    -16
    %Restructuring
benefit
    
    
    (97
    )
    
    
    
    
    
    
    Total operating costs and expenses
    
    
    78,002
    
    
    
    80,266
    
    
    
    -3
    %Operating income
    
    
    15,108
    
    
    
    10,274
    
    
    
    47
    %
 
 (1)
    
    Excluding depreciation of $8.2 million and
$9.2 million for the three months ended March 31, 2007 and 2006, respectively. Period Comparison
 Net revenues
   Operating Costs and Expenses
 Direct operating expenses (excluding depreciation and amortization of intangible assets),
 Selling, general and administrative expenses
 24




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##### Table of Contents



Amortization of program rights
 Corporate expenses
 Depreciation and amortization of intangible
assets
 Restructuring benefit
  Balance as of
    
    
    Three months ended March 31, 2007
    
    
    Balance as ofDecember 31, 2006
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    March 31, 2007Severance and related
    
    $
    (3,982
    )
    
    $
    (217
    )
    
    $
    1,959
    
    
    $
    314
    
    
    $
    (1,926
    )Contractual and other
    
    
    (269
    )
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    (182
    )Total
    
    $
    (4,251
    )
    
    $
    (217
    )
    
    $
    2,046
    
    
    $
    314
    
    
    $
    (2,108
    )
 
 (1)
    
    Represents the adjustment to the restructuring reserve
liability for projected employee severance costs that will not be
paid due to employees being transferred to other employment opportunities within our Company. 25




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##### Table of Contents



Other (Income) Expense
  Three months endedMarch 31,2007
    
    
    2006Interest ExpenseCredit facility
    
    $
    5,578
    
    
    $
    5,069$375,000, 6 1/2% Senior Subordinated Notes
    
    
    6,345
    
    
    
    6,337$190,000, 6 1/2% Senior Subordinated Notes-Class B
    
    
    3,684
    
    
    
    3,677$125,000, 2.50% Exchangeable Senior Subordinated Debentures
    
    
    1,871
    
    
    
    1,871Total interest expense
    
    
    17,478
    
    
    
    16,954Other interest costs and (interest income)
    
    
    485
    
    
    
    (206
    )Total interest expense, net
    
    $
    17,963
    
    
    $
    16,748
 Interest
expense, net
 Share
of loss (income) in equity investments
 Gain on derivative instruments
 Other items
 Benefits from income taxes
 26




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##### Table of Contents



Results of Discontinued Operations
    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
    
    $
    933Accured 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 March 31,2007
    
    
    2006Net revenues
    
    $
    9,868
    
    
    $
    10,274Operating income
    
    
    1,094
    
    
    
    1,425Net loss
    
    
    (368
    )
    
    
    (2,633
    )
 Liquidity and Capital Resources
  27




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Contractual Obligations
  April-December2007
    
    
    2008-2010
    
    
    2011-2012
    
    
    Thereafter
    
    
    TotalPrincipal payments and mandatory
redemptionson debt(1)
    
    $
    10,313
    
    
    $
    123,756
    
    
    $
    70,931
    
    
    $
    690,000
    
    
    $
    895,000Cash interest on debt(2)
    
    
    56,292
    
    
    
    135,188
    
    
    
    65,527
    
    
    
    61,308
    
    
    
    318,315Program payments (3)
    
    
    4,639
    
    
    
    58,777
    
    
    
    15,055
    
    
    
    3,867
    
    
    
    82,338Operating leases(4)
    
    
    3,977
    
    
    
    1,936
    
    
    
    288
    
    
    
    499
    
    
    
    6,700Operating agreements(5)
    
    
    14,149
    
    
    
    16,554
    
    
    
    (1,850
    )
    
    
    (1,226
    )
    
    
    27,627Local marketing agreement payments(6)
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33Severance and contractual costs
from restructuring(7)
    
    
    2,108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    91,511
    
    
    $
    336,211
    
    
    $
    149,951
    
    
    $
    754,448
    
    
    $
    1,332,121
 
 (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 in 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 Debenture. 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 $35.6 million of program obligations as of March 31, 2007 and have
unrecorded commitments of $46.7 million for programming that is not available to air as of March
31, 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 and WNAC-TV for a fixed amount totaling $0.3 million as of March 31, 2007.(7)
    
    As a result of our 2006 restructuring charge we committed to payments for future severance and
other contractual costs of approximately $2.1 million as of March 31, 2007. 28




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##### Table of Contents



Summary of Cash Flows
  Three
months ended March 31,
    
    
    Increase (Decrease)2007
    
    
    2006
    
    
    $
    
    
    %(in thousands)Cash
provided by operating activities
    
    $
    8,036
    
    
    $
    12,950
    
    
    
    (4,914
    )
    
    
    -38
    %Cash
provided by (used in) investing activities
    
    
    76,353
    
    
    
    (2,113
    )
    
    
    78,466
    
    
    
    3713
    %Cash used in
financing activities
    
    
    (69,807
    )
    
    
    (15,634
    )
    
    
    (54,173
    )
    
    
    -347
    %Net increase (decrease) in cash and cash equivalents
    
    $
    14,582
    
    
    $
    (4,797
    )
    
    $
    19,379
    
    
    
    404
    %
 Net cash provided by operating activities
 Net cash provided by investing activities
 Net cash used in financing activities
 29




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##### Table of Contents



Description of Indebtedness
  March 31,
    
    
    December 31,2007
    
    
    2006Credit Facility
    
    $
    205,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 61/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $11,940 and
$12,411 at March 31, 2007 and December 31, 2006,
respectively)
    
    
    178,060
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior Subordinated
Debentures due 2033(net of discount of $4,738 and
$5,791 at March 31, 2007 and December 31, 2006,
respectively)
    
    
    120,262
    
    
    
    119,209Total debt
    
    
    878,322
    
    
    
    946,798Less current portion
    
    
    20,625
    
    
    
    10,313Total long-term debt
    
    $
    857,697
    
    
    $
    936,485
 Credit Facility
    30




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##### Table of Contents



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
  31




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##### Table of Contents



Off Balance Sheet Arrangements
 GECC Note
  Future Program Rights Agreements
  32




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
         33




---



##### Table of Contents



Item 4. Controls and Procedures
   34




---



##### 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
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
 None.
 35




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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
 36




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##### Table of Contents



SIGNATURES
  LIN TV CORP.LIN TELEVISION CORPORATIONDated:
May 10, 2007
    
    By:
    
    /s/ Bart W. CatalaneBart W. CatalaneSenior Vice President, ChiefFinancial Officer(Principal Financial Officer)By:
    
    /s/ William A. CunninghamWilliam A. CunninghamVice President, Controller(Principal Accounting Officer)
 37




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##### Table of Contents



Item 1. Financial StatementsLIN
Television CorporationCondensed Consolidated Balance Sheets
    
    
    39Condensed Consolidated Statements of Operations
    
    
    40Condensed
Consolidated Statements of Stockholders Equity and
Comprehensive Income (Loss)
    
    
    41Condensed Consolidated Statements of Cash Flows
    
    
    42Notes to Condensed Consolidated Financial Statements
    
    
    43




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 LIN Television Corporation
 
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2007
    
    
    2006(in thousands, except share data)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    26,911
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,167; 2006 - $1,208)
    
    
    80,898
    
    
    
    90,576Program rights
    
    
    13,055
    
    
    
    18,139Assets held for sale
    
    
    
    
    
    
    20,176Other current assets
    
    
    5,066
    
    
    
    2,963Total current assets
    
    
    125,930
    
    
    
    137,939Property and equipment, net
    
    
    192,921
    
    
    
    199,154Deferred financing costs
    
    
    16,519
    
    
    
    17,717Equity investments
    
    
    61,353
    
    
    
    62,744Program rights
    
    
    10,869
    
    
    
    12,065Goodwill
    
    
    534,571
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,040,530
    
    
    
    1,041,153Assets held for sale
    
    
    
    
    
    
    105,989Other assets
    
    
    14,333
    
    
    
    16,113Total assets
    
    $
    1,997,026
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    20,625
    
    
    $
    10,313Accounts payable
    
    
    7,912
    
    
    
    16,099Accrued compensation
    
    
    5,967
    
    
    
    11,379Accrued interest expense
    
    
    15,273
    
    
    
    5,144Accrued contract costs
    
    
    5,891
    
    
    
    5,339Other accrued expenses
    
    
    18,687
    
    
    
    17,201Program obligations
    
    
    20,404
    
    
    
    25,939Liabilities held for sale
    
    
    
    
    
    
    12,933Total current liabilities
    
    
    94,759
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    857,697
    
    
    
    936,485Deferred income taxes, net
    
    
    356,537
    
    
    
    361,980Program obligations
    
    
    15,228
    
    
    
    16,836Liabilities held for sale
    
    
    
    
    
    
    2,162Other liabilities
    
    
    51,537
    
    
    
    105,284Total liabilities
    
    
    1,375,758
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at March 31, 2007 and December 31, 2006
    
    
    9,849
    
    
    
    10,031Stockholders equity:Investment in parent companys common stock, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,089,875
    
    
    
    1,087,921Accumulated deficit
    
    
    (441,676
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (18,775
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    611,419
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,997,026
    
    
    $
    2,125,846
  39




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##### Table of Contents



LIN Television Corporation
 
 Condensed Consolidated Statements of Operations  (unaudited)
 Three months ended March 31,2007
    
    
    2006(in thousands, except per share data)Net revenues
    
    $
    93,110
    
    
    $
    90,540Operating costs and expenses:Direct operating (excluding depreciation of $8.2 million and
$9.2 million for the three months ended March 31, 2007 and 2006, respectively)
    
    
    29,018
    
    
    
    28,004Selling, general and administrative
    
    
    28,924
    
    
    
    29,514Amortization of program rights
    
    
    6,187
    
    
    
    6,401Corporate
    
    
    5,137
    
    
    
    5,773Depreciation and amortization of intangible assets
    
    
    8,833
    
    
    
    10,574Restructuring benefit
    
    
    (97
    )
    
    
    Total operating costs and expenses
    
    
    78,002
    
    
    
    80,266Operating income
    
    
    15,108
    
    
    
    10,274Other expense (income):Interest expense, net
    
    
    17,963
    
    
    
    16,748Share of
loss (income) in equity investments
    
    
    285
    
    
    
    (1,580
    )Minority interest in loss of Banks Broadcasting, Inc.
    
    
    (182
    )
    
    
    (239
    )Gain on derivative instruments
    
    
    (30
    )
    
    
    (1,046
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    Other, net
    
    
    (217
    )
    
    
    (199
    )Total other expense, net
    
    
    18,370
    
    
    
    13,684Loss from continuing operations before benefit from income taxes
    
    
    (3,262
    )
    
    
    (3,410
    )Benefit from income taxes
    
    
    (1,276
    )
    
    
    (1,724
    )Loss from continuing operations
    
    
    (1,986
    )
    
    
    (1,686
    )Discontinued operations:Loss from discontinued operations, net of benefit from income taxes
of $0.7 million and $1.0 million for the three months ended March 31,
2007 and 2006, respectively
    
    
    (368
    )
    
    
    (2,633
    )Gain from the sale of discontinued operations, net of benefit from
income taxes of $2.3 million for the three months ended
March 31, 2007
    
    
    23,086
    
    
    
    Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )
  40




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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
    
    
    Comprehensiveat 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    31
    
    
    
    31Amortization of net loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187
    
    
    
    187
    
    
    
    187Unrealized loss on cash flow hedges net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (206
    )
    
    
    (206
    )
    
    
    (206
    )Exercises of stock options and phantom stock units and employee stock purchase plan issuances
    
    
    
    
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    193Stock-based compensation
    
    
    
    
    
    
    1,761
    
    
    
    
    
    
    
    
    
    
    
    1,761Net income
    
    
    
    
    
    
    
    
    
    
    20,732
    
    
    
    
    
    
    
    20,732
    
    
    
    20,732Comprehensive income  2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,744Balance at March 31, 2007
    
    $
    (18,005
    )
    
    $
    1,089,875
    
    
    $
    (441,676
    )
    
    $
    (18,775
    )
    
    $
    611,419
  41




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##### Table of Contents



LIN Television Corporation
 
 Condensed Consolidated Statements of Cash Flows  (unaudited)
 Three months ended March 31,2007
    
    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )Loss from discontinued operations
    
    
    368
    
    
    
    2,633Gain from sale of discontinued operations
    
    
    (23,086
    )
    
    
    Adjustment to reconcile netincome (loss) to net cash provided by operating activities:Non-cash items:Depreciation and amortization of intangible assets
    
    
    8,833
    
    
    
    10,574Amortization of financing costs and note discounts
    
    
    2,170
    
    
    
    2,162Amortization of program rights
    
    
    6,187
    
    
    
    6,401Program payments
    
    
    (7,129
    )
    
    
    (5,879
    )Loss on extinguishment of debt
    
    
    551
    
    
    
    Gain on derivative instruments
    
    
    (30
    )
    
    
    (1,046
    )Share of loss (income) in equity investments
    
    
    285
    
    
    
    (1,580
    )Deferred income taxes, net
    
    
    2,118
    
    
    
    (317
    )Stock-based compensation
    
    
    1,418
    
    
    
    1,933Other, net
    
    
    (132
    )
    
    
    (18
    )Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    9,637
    
    
    
    814Other assets
    
    
    (271
    )
    
    
    (3,023
    )Accounts payable
    
    
    (8,187
    )
    
    
    (100
    )Accrued interest payable
    
    
    10,129
    
    
    
    9,807Other accrued expenses
    
    
    (2,718
    )
    
    
    (2,723
    )Net cash provided by operating activities, continuing operations
    
    
    20,875
    
    
    
    15,319Net cash used in operating activities, discontinued operations
    
    
    (12,839
    )
    
    
    (2,369
    )Net cash provided by operating activities
    
    
    8,036
    
    
    
    12,950INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,986
    )
    
    
    (891
    )Distributions from equity investments
    
    
    1,106
    
    
    
    1,018Payments for business combinations, net of cash acquired
    
    
    (52,250
    )
    
    
    USDTV Investment and other investments, net
    
    
    
    
    
    
    (1,941
    )Net cash used in investing activities, continuing operations
    
    
    (53,130
    )
    
    
    (1,814
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    129,483
    
    
    
    (299
    )Net cash provided by (used in) investing activities
    
    
    76,353
    
    
    
    (2,113
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    193
    
    
    
    111Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
    (10,000
    )Principal payments on long-term debt
    
    
    (130,000
    )
    
    
    Cash expenses associated with early extinguishment of debt
    
    
    
    
    
    
    (95
    )Investment
in parent companys common stock, at cost
    
    
    
    
    
    
    (5,650
    )Net cash used in financing activities, continuing operations
    
    
    (69,807
    )
    
    
    (15,634
    )Net cash used in financing activities, discontinued operations
    
    
    
    
    
    
    Net cash used in financing activities
    
    
    (69,807
    )
    
    
    (15,634
    )Net increase (decrease) in cash and cash equivalents
    
    
    14,582
    
    
    
    (4,797
    )Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    26,911
    
    
    
    6,338Less cash and cash equivalents from discontinued operations, end of the period
    
    
    
    
    
    
    2,960Cash and cash equivalents from continuing operations, end of the period
    
    $
    26,911
    
    
    $
    3,378
  42




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##### Table of Contents



LIN Television Corporation
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        43




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 2  Acquisitions
 2006 Raycom (KASA-TV) Station Acquisition
    Acquisition Reserves
  Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    March 31,Acquisition Date
    
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    
    2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    11
    
    
    $
    
    
    
    $
    125Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    52
    
    
    
    
    
    
    
    243Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    281
    
    
    
    (412
    )(1)
    
    
    5,464Station acquired from Raycom
    
    February 22, 2007
    
    
    
    
    
    
    
    
    
    
    58
    (2)
    
    
    58$
    6,588
    
    
    $
    344
    
    
    $
    (354
    )
    
    $
    5,890
 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.2)
    Represents legal costs and barter contract costs expected to be paid in 2007. 44




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Pro-Forma
  Three months endedMarch 31, 2006Net revenues
    
    $
    93,592Operating income
    
    
    10,224Loss from continuing operations
    
    
    (2,301
    )Loss from discontinued operations
    
    
    (2,633
    )Net loss
    
    $
    (4,934
    )
 Note 3  Discontinued Operations
 Puerto Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
   45




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##### Table of Contents



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
    
    $
    933Accured 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 March 31,2007
    
    2006Net revenues
    
    $
    9,868
    
    
    $
    10,274Operating income
    
    
    1,094
    
    
    
    1,425Net loss
    
    
    (368
    )
    
    
    (2,633
    )
 Note 4  Investments
  March 31,
    
    
    December 31,2007
    
    
    2006NBC Universal joint venture
    
    $
    54,226
    
    
    $
    55,413WAND (TV) Partnership
    
    
    6,759
    
    
    
    6,831Other
    
    
    368
    
    
    
    500$
    61,353
    
    
    $
    62,744
 46




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Joint Venture with NBC Universal
 Three months ended March 31,2007
    
    2006Revenue
    
    $
    15,683
    
    
    $
    24,641Other expense, net
    
    
    (16,491
    )
    
    
    (16,509
    )Net (loss) income
    
    
    (808
    )
    
    
    8,132
 March 31,
    
    December 31,2007
    
    2006Current assets
    
    $
    16,646
    
    
    $
    11,860Non-current assets
    
    
    223,394
    
    
    
    233,861Current liabilities
    
    
    906
    
    
    
    725Non-current liabilities
    
    
    815,500
    
    
    
    815,500
  WAND (TV) Partnership:
 47




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##### Table of Contents



LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Three months ended March 31,2007
    
    
    2006Net revenues
    
    $
    1,356
    
    
    $
    1,894Operating loss
    
    
    (1,571
    )
    
    
    (4
    )Net loss
    
    
    (215
    )
    
    
    (227
    )
 March 31,
    
    December 31,2007
    
    2006Current assets
    
    $
    3,763
    
    
    $
    4,723Non-current assets
    
    
    13,780
    
    
    
    13,992Current liabilities
    
    
    1,340
    
    
    
    2,296Non-current liabilities
    
    
    
    
    
    
    
 Note 5  Intangible Assets
  EstimatedRemainingUseful Life
    
    
    March 31,
    
    
    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
    
    
    
    
    
    
    (10,047
    )
    
    
    (9,424
    )2,794
    
    
    
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,037,736
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,571
    
    
    
    532,972$
    1,572,307
    
    
    $
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,571
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,040,530
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,575,101
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted average life.  48




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Three months ended


 
    April 1-
    
    Year ending December 31,March 31,
    
    December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    There-2007
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    after
    
    TotalAmortization expense
    
    
    $ 623
    
    
    
    $ 1,381
    
    
    
    $ 1,423
    
    
    
    $ 259
    
    
    
    $ 75
    
    
    
    $ 71
    
    
    
    $ 68
    
    
    
    $ 61
    
    
    
    $ 837
    
    
    
    $ 2,794
 Note 6  Debt
  March 31,
    
    
    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 $11,940 and
$12,411 at March 31, 2007 and
December 31, 2006, respectively)
    
    
    178,060
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $4,739 and $5,791 at March 31,
2007 and December 31, 2006, respectively)
    
    
    120,262
    
    
    
    119,209Total debt
    
    
    878,322
    
    
    
    946,798Less current portion
    
    
    20,625
    
    
    
    10,313Total long-term debt
    
    $
    857,697
    
    
    $
    936,485
  Note 7  Stock-Based Compensation
  49




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 8 Comprehensive income (loss)
   UnfundedProjected
    
    
    UnrealizedBenefit
    
    
    (Loss) GainObligation
    
    
    on 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
    
    
    218
    
    
    
    (206
    )
    
    
    12Balance as of March 31, 2007
    
    $
    (17,932
    )
    
    $
    (843
    )
    
    $
    (18,775
    )
  Three months ended March 31,2007
    
    
    2006Net income (loss)
    
    $
    20,732
    
    
    $
    (4,319
    )Other comprehensive (loss) income:Net periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    43
    
    
    
    Tax effect
    
    
    (12
    )
    
    
    Amortization
of prior service cost, net of tax
    
    
    31
    
    
    
    Amortization of net loss
    
    
    309
    
    
    
    Tax effect
    
    
    (122
    )
    
    
    Amortization
of net loss, net of tax
    
    
    187
    
    
    
    Unrealized
loss on cash flow hedges (Note 9):
    
    
    (340
    )
    
    
    Tax effect
    
    
    134
    
    
    
    Unrealized loss on cash flow hedges, net of tax
    
    
    (206
    )
    
    
    Total comprehensive income (loss)
    
    $
    20,744
    
    
    $
    (4,319
    )
 50




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 9  Derivative Financial Instruments
    Note 10 Retirement Plans
 401(k) Plan
  Retirement Plans
  51




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
   Three months ended March 31,2007
    
    
    2006Service cost
    
    $
    550
    
    
    $
    625Interest cost
    
    
    1,500
    
    
    
    1,400Expected return on plan assets
    
    
    (1,550
    )
    
    
    (1,475
    )Amortization of prior service cost
    
    
    25
    
    
    
    30Amortization of net loss
    
    
    325
    
    
    
    320Net periodic benefit cost
    
    $
    850
    
    
    $
    900
  Note 11  Income Taxes
   52




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  53




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 12  Restructuring Benefit
    54




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
  Balance as ofDecember 31,
    
    
    Three months ended March 31, 2007
    
    
    Balance as of2006
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    March 31, 2007Severance and related
    
    $
    (3,982
    )
    
    $
    (217
    )
    
    $
    1,959
    
    
    $
    314
    
    
    $
    (1,926
    )Contractual and other
    
    
    (269
    )
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    (182
    )Total
    
    $
    (4,251
    )
    
    $
    (217
    )
    
    $
    2,046
    
    
    $
    314
    
    
    $
    (2,108
    )
 
 (1)
    
    Represents the adjustment to the restructuring reserve
liability for projected employee severance costs that will not be
paid due to employees being transferred to other employment
opportunities within our Company. Note 13 Contingencies
 GECC Note
  
    
    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.
  55




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LIN Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements-(Continued)
 Note 14  Share Repurchase Program
  Note 15  Recent Accounting Pronouncements
  56