UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





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





For
the quarterly period ended June 30, 2009





Commission
      file number: 001-31311
            Commission
      file number: 000-25206LIN
      TelevisionLIN
      TV Corp.
            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


(Address
of principal executive offices)





(401)
454-2880


(Registrant’s
telephone number, including area code)





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





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





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





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





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





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





LIN
TV Corp. Class A common stock, $0.01 par value, outstanding at August 3, 2009:
27,875,916 shares


LIN
TV Corp. Class B common stock, $0.01 par value, outstanding at August 3, 2009:
23,502,059 shares.


LIN
TV Corp. Class C common stock, $0.01 par value, outstanding at August 3, 2009: 2
shares.


LIN
Television Corporation common stock, $0.01 par value, outstanding at August 3,
2009: 1,000 shares.


Table of Contents


Table of Contents





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






2
 Table of Contents




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






3
 Table of Contents




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




4
 Table of Contents




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




5
 Table of Contents




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






6
 Table of Contents




LIN
TV Corp.


Notes to Unaudited Consolidated Financial Statements





Note 1 — Basis of Presentation and
Summary of Significant Accounting Policies





Description
of Business





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





Financial
Condition





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





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





7
 Table of Contents


Basis
of Presentation





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





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





Use
of Estimates





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





Changes
in Classifications





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





8
 Table of Contents


Net
Earnings per Common Share





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





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





Recently
Issued Accounting Pronouncements







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




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





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





9
 Table of Contents


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





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





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





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





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





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





10
 Table of Contents


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





Note 2 — Discontinued
Operations





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





Banks
Broadcasting





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





Banks
Broadcasting distributed $2.5 million to us during the second quarter ended June
30, 2008.  We provided no capital contributions to Banks Broadcasting
during either the three or six months ended June 30, 2009 and
2008.





As
of June 30, 2009, no amounts are classified as assets or liabilities held for
sale on our consolidated balance sheet.





The
following presents summarized information for the discontinued operations (in
thousands):








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





11
 Table of Contents


Note 3 — Equity
Investments





Joint
Venture with NBC Universal





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




Three
      Months Ended June 30,
                                                        
                                                        
                                                        Six
      Months Ended June 30,2009
                                                        
                                                        
                                                        2008
                                                        
                                                        
                                                        2009
                                                        
                                                        
                                                        2008Cash
      distributions to SVH from SVO
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        17,502
                                                        
                                                        
                                                        $
                                                        16,252
                                                        
                                                        
                                                        $
                                                        38,948Income
      to SVH from SVO
                                                        
                                                        $
                                                        6,501
                                                        
                                                        
                                                        $
                                                        15,255
                                                        
                                                        
                                                        $
                                                        9,229
                                                        
                                                        
                                                        $
                                                        33,958Other
      expense, net (primarily interest on the GECC
      note)
                                                        
                                                        
                                                        (16,491
                                                        )
                                                        
                                                        
                                                        (16,491
                                                        )
                                                        
                                                        
                                                        (32,982
                                                        )
                                                        
                                                        
                                                        (32,982
                                                        )Net (loss) income of
      SVH
                                                        
                                                        $
                                                        (9,990
                                                        )
                                                        
                                                        $
                                                        (1,236)
                                                        
                                                        
                                                        $
                                                        (23,753
                                                        )
                                                        
                                                        $
                                                        976Cash
      distributions to LIN from SVH
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        1,019
 
 SVH
had cash on hand of $9.6 million and $15.1 million as of June 30, 2009 and
December 31, 2008, respectively.




Note 4 — Intangible
Assets





The
following table summarizes the carrying amount of intangible assets (in
thousands):








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


__________





(1)
            Intangibles
      subject to amortization are amortized on a straight line basis and include
      acquired advertising contracts, advertiser lists, advertiser
      relationships, favorable operating leases, tower rental income
      leases, option agreements and network
    affiliations.





12
 Table of Contents


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





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





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





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





The
fair value measurements of our goodwill and broadcast licenses are as follows
using the three-level fair value hierarchy established by FAS 157 as of June 30,
2009:




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




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





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





13
 Table of Contents


Note 5 — Debt





Debt
consisted of the following (in thousands):





June
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008Credit
      Facility:Revolving
      credit loan
                      
                      $
                      210,000
                      
                      
                      $
                      135,000Term
      loan
                      
                      
                      69,925
                      
                      
                      
                      77,87561⁄2%
      Senior Subordinated Notes due 2013
                      
                      
                      275,883
                      
                      
                      
                      355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $5,685 and $8,390 at June 30, 2009 and December 31, 2008,
      respectively
                      
                      
                      135,631
                      
                      
                      
                      174,895Total  debt
                      
                      
                      691,439
                      
                      
                      
                      743,353Less
      current portion
                      
                      
                      15,900
                      
                      
                      
                      15,900Total
      long-term debt
                      
                      $
                      675,539
                      
                      
                      $
                      727,453





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





During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the six
months ended June 30, 2009, we purchased a total principal amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for the transactions was $68.4 million, resulting in a gain on
extinguishment of debt of $50.1 million, net of a write-off of deferred
financing fees and discount related to the notes of $1.3 million and $1.9
million, respectively.





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




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




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





14
 Table of Contents


Note 6 — Derivative Financial
Instruments





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





During
the second quarter of 2006, we entered into a contract to hedge a notional
amount of the declining balances of our term loans (“2006 interest rate hedge”).
To mitigate changes in our cash flows resulting from fluctuations in interest
rates, we entered into the 2006 interest rate hedge that effectively converted
the floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge liability was $5.1 million and
$6.5 million at June 30, 2009 and December 31, 2008, respectively. The effective
portion of this amount will be released into earnings over the life of the 2006
interest rate hedge through periodic interest payments. The notional amount of
the 2006 interest rate hedge was $73.8 million and $81.3 million at June 30,
2009 and December 31, 2008, respectively. During the three and six months
ended June 30, 2009, we recorded a charge of $0.2 million and $5,000,
respectively, to the statement of operations, associated with the ineffective
portion of this hedge.





The
2006 interest rate hedge is carried on our consolidated balance sheet as other
liabilities at fair value, which is calculated using the discounted expected
future cash outflows from a series of three-month LIBOR strips through November
4, 2011, the same maturity date as our credit facility. The fair value of this
derivative was calculated by using observable inputs (Level 2) as defined under
FAS 157 “Fair Value Measurements” (“FAS 157”).





The
2.50% Exchangeable Senior Subordinated Debentures that we repurchased in 2008
had certain embedded derivative features that were required to be separately
identified and recorded at fair value each period. The fair value of these
derivatives upon issuance of the debentures was $21.1 million and this amount
was recorded as an original issue discount and accreted through interest expense
from the date of issuance through May 15, 2008 when they were all tendered to us
and purchased. As a result of the purchase of the debentures, we recorded a gain
of $0.4 million during the first quarter of 2008 to earnings for the remaining
fair value of these derivatives.





15
 Table of Contents


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




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




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





The
following table summarizes the balances for our derivative liability included in
other liabilities in our consolidated balance sheet (in thousands):





June
      30, 2009
                    
                    
                    December
      31, 20082006
      interest rate hedge
                    
                    $
                    5,105
                    
                    
                    $
                    6,493




16
 Table of Contents


Note
7 – Fair Value Measurement





We
record certain financial assets and liabilities at fair value on a recurring
basis consistent with FAS 157.  The following table summarizes the
financial assets and liabilities measured at fair value in the accompanying
financial statements using the three-level fair value hierarchy established by
FAS 157 as of June 30, 2009 (in thousands):





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





The fair value of our deferred compensation plan is
determined based on the fair value of the investments selected by
employees.





Note 8 — Retirement
Plans





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








Three
      Months Ended June 30,
                  
                  
                  Six
      Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Net
      periodic pension benefit cost:Service
      cost
                  
                  $
                  (15
                  )
                  
                  $
                  538
                  
                  
                  $
                  385
                  
                  
                  $
                  1,076Interest
      cost
                  
                  
                  1,563
                  
                  
                  
                  1,592
                  
                  
                  
                  3,178
                  
                  
                  
                  3,184Expected
      return on plan assets
                  
                  
                  (1,641
                  )
                  
                  
                  (1,705
                  )
                  
                  
                  (3,328
                  )
                  
                  
                  (3,410
                  )Amortization
      of prior service cost
                  
                  
                  -
                  
                  
                  
                  30
                  
                  
                  
                  31
                  
                  
                  
                  60Amortization
      of net loss
                  
                  
                  (31
                  )
                  
                  
                  48
                  
                  
                  
                  165
                  
                  
                  
                  96Curtailment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  438
                  
                  
                  
                  -Net
      periodic benefit cost
                  
                  $
                  (124
                  )
                  
                  $
                  503
                  
                  
                  $
                  869
                  
                  
                  $
                  1,006Contributions401(k)
      Plan
                  
                  $
                  65
                  
                  
                  $
                  360
                  
                  
                  $
                  337
                  
                  
                  $
                  673Retirement
      plans
                  
                  
                  -
                  
                  
                  
                  1,500
                  
                  
                  
                  -
                  
                  
                  
                  2,250Total
      contributions
                  
                  $
                  65
                  
                  
                  $
                  1,860
                  
                  
                  $
                  337
                  
                  
                  $
                  2,923





We
do not expect to make any contributions to our defined benefit retirement plans
during the remainder of 2009. See Note 11 — “Retirement Plans” included in Item
15 of our Annual Report on Form 10-K for the year ended December 31, 2008 for a
full description of our retirement plans.





17
 Table of Contents


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





As
of June 30, 2009, our pension plan was underfunded by greater than 20% primarily
due to the unprecedented decline in the equity markets over the last year. At
this funding level, withdrawal restrictions are required by the Internal Revenue
Service for those cash balance participants who request lump sum distributions.
Former employees who request a lump sum distribution including rollovers will
receive 50% of their account balance until the funded status of our plan
increases to above 80%.





Note
9 — Stock-Based Compensation





On
June 2, 2009, we completed an exchange offer which enabled employees and
non-employee directors to exchange some or all of their outstanding options to
purchase shares of our class A common stock, for new options to purchase shares
of our class A common stock, on a one for one basis.  There were 257
employees that participated in the exchange with options to purchase an
aggregate of 2,931,285 shares of our Class A common stock.  The new
options have an exercise price of $1.99 per share, equal to the closing price
per share of our Class A common stock on June 2, 2009. The new stock options
vest ratably over three years. As a result of the exchange offer, we will
recognize an incremental charge of $2.1 million over the vesting period of the
new grants.





Note
10 — Restructuring





During
the second quarter of 2009, we recorded a restructuring charge of $0.5 million
as a result of the consolidation of certain activities at our stations which
resulted in the termination of 28 employees.  We made cash payments of
$0.2 million during the second quarter ended June 30, 2009 related to this
restructuring.  As of June 30, 2009, we had $0.3 million in accrued
expenses in the consolidated balance sheet for this restructuring, which we
expect to pay during the third quarter of 2009.





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




18
 Table of Contents


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








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


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


Note
11 – Concentration of Credit Risk





On
April 30, 2009, Chrysler LLC (“Chrysler”) filed for Chapter 11 bankruptcy
protection.  On June 1, 2009, General Motors Corporation (“GM”) filed
for Chapter 11 bankruptcy protection.  We currently have a
concentration of credit risk within our accounts receivable due from both
Chrysler and GM.  We have reviewed our reserves related to receivables
from these customers and auto dealers whose advertising campaigns are subsidized
by both Chrysler and GM.  As of June 30, 2009, we have determined that
we are adequately reserved for all receivables due from these customers and
their affiliates.





Note 12 — Income
Taxes





We
recorded a benefit for income taxes of $10.2 million and a provision for income
taxes of $8.3 million for the three and six months ended June 30, 2009,
respectively, compared to a benefit for income taxes of $71.5 million and $70.9
million for the three and six months ended June 30, 2008, respectively. 
Our effective income tax rate was 104.1% and 25.0% for the six months ended June
30, 2009 and 2008, respectively.





19
 Table of Contents


Note 13 — Commitments and
Contingencies





GECC
Note





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





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





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





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





20
 Table of Contents


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





However,
if an event of default under the GECC Note occurs, LIN TV, which conducts all of
its operations through its subsidiaries, could experience material adverse
consequences, including:





·
            GECC,
      after exhausting all remedies against the joint venture, could enforce its
      rights under the guarantee, which could cause LIN TV to determine that LIN
      Television should seek to sell material assets owned by it in order to
      satisfy LIN TV’s obligations under the
  guarantee;





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





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





Letter
of Credit





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





21
 Table of Contents


Note 14 — Subsequent
Events





Amended
and Restated Credit Agreement





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





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




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





On
an annual basis following the delivery of the Company's year-end financial
statements, the Amended Credit Agreement requires mandatory prepayments of
principal, as well as a permanent reduction in revolving credit commitments,
subject to a computation of excess cash flow for the preceding fiscal year,
as more fully set forth in the Amended Credit Agreement. In addition, the
Amended Credit Agreement places additional restrictions on the use of proceeds
from asset sales or from the issuance of debt (with the result that such
proceeds, subject to certain exceptions, be used for mandatory prepayments of
principal and permanent reductions in revolving credit commitments), and
includes an anti-cash hoarding provision which requires that LIN Television
Corporation utilize unrestricted cash and cash equivalent balances in excess of
$12.5 million to repay principal amounts outstanding, but not permanently reduce
capacity, under our revolving credit facility.





22
 Table of Contents


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





54
Broadcasting





On
May 27, 2009, the FCC approved the transfer of the shares of 54
Broadcasting to Vaughan Media, LLC (“Vaughan Media”).  54 Broadcasting
holds the FCC broadcast license to KNVA-TV in Austin, TX, for which we provide
programming under a local marketing agreement.   On July 27, 2009, we
assigned our option to purchase the shares of 54 Broadcasting to Vaughan Media,
which acquired the stock of 54 Broadcasting on July 27, 2009.  Pursuant to
the settlement agreement we reached on March 2, 2009 with the former
shareholders of 54 Broadcasting, summarized in Note 14 – Commitments and
Contingencies, to our 2008 Annual Report on Form 10-K, on the date of the
closing of this transfer, we made a payment of $6.0 million to 54 Broadcasting
prior to Vaughan Media’s exercise of the option to purchase the shares of 54
Broadcasting.




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





23
 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





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





Special
Note about Forward-Looking Statements





This
report contains certain forward-looking statements with respect to our financial
condition, results of operations and business, including statements under this
caption “Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. All of these forward-looking statements are based on
estimates and assumptions made by our management, which, although we believe
them to be reasonable, are inherently uncertain. Therefore, you should not place
undue reliance upon such estimates and statements. We cannot assure you that any
of such estimates or statements will be realized and actual results may differ
materially from those contemplated by such forward-looking statements. Factors
that may cause such differences include those discussed under the caption “Item
1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December
31, 2008.





Many
of these factors are beyond our control. Forward-looking statements contained
herein speak only as of the date hereof. We undertake no obligation to publicly
release the result of any revisions to these forward-looking statements, which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.





Executive
Summary





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





During
the six months ended June 30, 2009, we recorded a net loss of $0.8 million,
which included an impairment charge of $39.9 million related to our broadcast
licenses and goodwill.  The impairment charge is a result of the
continued decline in advertising revenues at certain of our stations as a result
of the ongoing economic decline.





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





24
 Table of Contents


Critical Accounting Policies and
Estimates and Recently Issued Accounting Pronouncements





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





Recent
Accounting Pronouncements




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




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





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





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




25
 Table of Contents


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





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





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





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





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





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





26
 Table of Contents


Results
of Operations





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








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





27
 Table of Contents


Period
Comparison





Revenues





Net revenuesconsist primarily of national, local and political advertising revenues,
net of sales adjustments and agency commissions. Additional but less significant
amounts are generated from Internet revenues, retransmission consent fees,
barter revenues, network compensation, production revenues, tower rental income
and station copyright royalties.





Net
revenues decreased $21.2 million, or 20%, for the three months ended June 30,
2009 compared with the three months ended June 30, 2008. The decrease was
primarily due to: (a) a decrease in local advertising sales of $12.5 million;
(b) a decrease in national advertising revenues of $9.1 million; (c) a decrease
in political revenue of $6.8 million; and (d) a decrease in barter and other
revenues of $0.4 million. These decreases were partially offset by: (a) an
increase in digital revenue of $3.5 million; and (b) a decrease in agency
commissions of $4.1 million.





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





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





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





The
increase in digital revenues for the three and six months ended June 30, 2009,
compared to the same period last year, is primarily due to several new
retransmission consent agreements reached with cable operators during the second
half of 2008, and an increase in Internet revenues.  The increase in
Internet revenues is a result of new sales initiatives and increased traffic to
our internet websites.


Operating
Costs and Expenses





Operating costs
and expensesdecreased $265.3 million and $273.1 million, or 71% and 61%,
for the three and six months ended June 30, 2009 to $108.3 million and $178.0
million, respectively, compared to the same periods in 2008.  The
decreases for both periods is primarily due to an impairment charge of $297.0
million recorded during the three months ended June 30, 2008 compared to an
impairment charge of $39.9 million recorded during the same period of 2009
related to our broadcast licenses and goodwill.  Additionally, the
decrease was due to lower direct operating, selling, general and administrative
and corporate expenses, compared to the same periods in the prior year,
primarily attributable to lower employee costs as a result of the headcount
reduction completed during the fourth quarter of 2008.





28
 Table of Contents


Impairment
of broadcast licenses and goodwill





We
recorded an impairment charge of $39.9 million during the second quarter of
2009 that included an impairment to the carrying values of our broadcast
licenses of $37.2 million, relating to 26 of our television stations; and
an impairment to the carrying values of our goodwill of $2.7 million, relating
to 2 of our television stations. As required by SFAS 142, “Goodwill and Other
Intangible Assets” (“SFAS 142”), we tested for impairment of our indefinite
lived intangible assets at June 30, 2009, between the required annual
tests, because we believed events had occurred and circumstances changed that
would more likely than not reduce the fair value of our broadcast licenses and
goodwill below their carrying amounts. The need for an impairment analysis at
June 30, 2009 was triggered by the continued decline in advertising revenue at
certain of our stations, due to the ongoing effects of economic decline, that
resulted in downward adjustments to their respective forecasts.
 
 We
used the income approach to test our broadcast licenses for impairments as of
June 30, 2009 and we used the same assumptions as disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2008, except for the
following adjustments: a) the discount rate was adjusted from 11.0% to 12.0%; b)
average market growth rate was adjusted from 1.0% to 0.2%; and c) average
operating profit margins were adjusted from 26.6% to 30.5%
 
 We
used the income approach to test goodwill for impairments as of June 30,
2009 and we used the same assumptions as disclosed in our Annual Report on Form
10-K for the year ended December 31, 2008, except for the following
adjustments: a) the discount rate was adjusted from 14.5% to 15.0%; b) average
market growth rate was adjusted from 1.0% to 0.5%; and c) average operating
profit margins were adjusted from 34.0% to 36.4%.
 
 These
assumptions are based on the actual historical performance of our stations and
management’s estimates of future performance of our stations. The increase in
the discount rate used for our broadcast licenses and goodwill reflects an
increase in the average beta for the public equity of companies in the
television and media sector since December 31, 2008. The changes in the market
growth rates and operating profit margins for both our broadcast licenses and
goodwill reflect changes in the outlook for advertising revenues in certain
markets where our stations operate.


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





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





Other
Expense (Income)





Other expense
(income), netdecreased $7.6 million during the three months ended June
30, 2009, compared to the same period in the prior year, primarily due to a $3.6
million write-off of deferred financing fees related to the purchase of $125.0
million of our 2.50% Exchangeable Senior Subordinated Debentures during the
three months ended June 30, 2008, as well a decrease in interest expense of $3.8
million due to lower average borrowings outstanding as a result of the purchase
of our 2.50% Exchangeable Senior Subordinated Debentures in 2008, and 61⁄2%Senior
Subordinated Notes and 61⁄2%Senior
Subordinated Notes – Class B in 2009.





29
 Table of Contents


Other
expense (income), net decreased $60.4 million during the six months ended June
30, 2009, compared to the same period in the prior year, primarily due to the
gain on extinguishment of debt of $50.1 million that we recorded during the six
months ended June 30, 2009, as well as a reduction in interest expense of $7.3
million, as a result of the purchase of our 61⁄2%Senior
Subordinated Notes and 61⁄2%Senior
Subordinated Notes – Class B.





The
following summarizes the components of our interest expense, net (in
thousands):








Three
      Months Ended June 30,
                  
                  
                  Six
      Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Components
      of interest expenseCredit
      Facility
                  
                  $
                  1,796
                  
                  
                  $
                  2,572
                  
                  
                  $
                  3,607
                  
                  
                  $
                  5,44261⁄2%
      Senior Subordinated Notes
                  
                  
                  4,714
                  
                  
                  
                  6,404
                  
                  
                  
                  9,898
                  
                  
                  
                  12,74161⁄2%
      Senior Subordinated Notes -- Class B
                  
                  
                  2,775
                  
                  
                  
                  3,731
                  
                  
                  
                  5,927
                  
                  
                  
                  7,4202.50%
      Exchangeable Senior Subordinated Debentures
                  
                  
                  -
                  
                  
                  
                  925
                  
                  
                  
                  -
                  
                  
                  
                  2,805Other
      interest costs and (interest income)
                  
                  
                  848
                  
                  
                  
                  290
                  
                  
                  
                  1,623
                  
                  
                  
                  (95
                  )Total
      interest expense, net
                  
                  $
                  10,133
                  
                  
                  $
                  13,922
                  
                  
                  $
                  21,055
                  
                  
                  $
                  28,313





(Benefit
From) Provision for Income Taxes





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





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





Results
of Discontinued Operations





Our
consolidated financial statements reflect the operations of Banks Broadcasting
as discontinued for all periods presented.





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




30
 Table of Contents


Liquidity
and Capital Resources





Our
principal sources of funds for working capital have historically been cash from
operations and borrowings under our credit facility. At June 30, 2009, we had
cash of $19.1 million and a $225.0 million revolving credit facility, of which
$9 million was available, subject to certain covenant restrictions.





Our
total outstanding debt as of June 30, 2009 was $691.4 million. This excludes the
contingent obligation associated with our guarantee of an $815.5 million
promissory note associated with our joint venture with NBC Universal (see
Note 13 “Commitments and Contingencies” for further details). The outstanding
debt under our credit facility is due November 4, 2011 and both of our 61⁄2%
Senior Subordinated Notes and 61⁄2% Senior Subordinated Notes – Class B are due
May 15, 2013.





Our
operating plan for the next 12 months requires that we generate cash from
operations, utilize borrowings, and repay amounts, including mandatory
repayments of term loans under our credit facility. Our ability to borrow under
our revolving credit facility is contingent on our compliance with certain
financial covenants, which are measured, in part, by the level of earnings
before interest expense, taxes, depreciation and amortization (“EBIDTA”) we
generate from our operations.  As of June 30, 2009, we were in
compliance with all financial and non-financial covenants in our credit
agreement. During the three and six months ended June 30, 2009, we
experienced continued declines in revenues compared to the same periods in
2008.  These declines in revenues were in excess of our original 2009
plan and we anticipate continued weakness in revenues during the remainder of
this year. As a result, and to ensure continued compliance with the financial
covenants in our credit agreement, on July 31, 2009 we entered into an Amended
Credit Agreement.




Under
the Amended Credit Agreement, our aggregate revolving credit commitments will
remain at $225.0 million and our outstanding term loans remain at $69.9 million.
The terms of the Amended Credit Agreement include, but are not limited
to, changes to financial covenants, including our consolidated leverage ratio,
consolidated interest coverage ratio and consolidated senior leverage ratio, a
general tightening of the exceptions to our negative covenants (principally by
means of reducing the types and amounts of permitted transactions) and an
increase to the interest rates and fees payable with respect to the borrowings
under the Amended Credit Agreement.  Certain revised financial
condition covenants, and other key terms, are as follows: 
 Prior
                      
                      
                      As
      AmendedConsolidated
      Leverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      7.00x
                      
                      
                      
                      9.00xOctober
      1, 2009 to December 31, 2009
                      
                      
                      7.00x
                      
                      
                      
                      10.50xJanuary
      1, 2010 through March 31, 2010
                      
                      
                      6.50x
                      
                      
                      
                      10.00xApril
      1, 2010 through June 30, 2010
                      
                      
                      6.50x
                      
                      
                      
                      9.00xJuly
      1, 2010 through September 30, 2010
                      
                      
                      6.00x
                      
                      
                      
                      7.50xOctober
      1, 2010 and thereafter
                      
                      
                      6.00x
                      
                      
                      
                      6.00xConsolidated
      Interest Coverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      2.00x
                      
                      
                      
                      1.75xOctober
      1, 2009 through December 31, 2009
                      
                      
                      2.00x
                      
                      
                      
                      1.50xJanuary
      1, 2010 through June 30, 2010
                      
                      
                      2.25x
                      
                      
                      
                      1.75xJuly
      1, 2010 through September 30, 2010
                      
                      
                      2.25x
                      
                      
                      
                      2.00xOctober
      1, 2010 and thereafter
                      
                      
                      2.25x
                      
                      
                      
                      2.25xConsolidated
      Senior Leverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      3.50x
                      
                      
                      
                      3.75xOctober
      1, 2009 through December 31, 2009
                      
                      
                      3.50x
                      
                      
                      
                      4.25xJanuary
      1, 2010 through March 31, 2010
                      
                      
                      3.50x
                      
                      
                      
                      4.00xApril
      1, 2010 through June 30, 2010
                      
                      
                      3.50x
                      
                      
                      
                      3.75xJuly
      1, 2010 through September 30, 2010
                      
                      
                      3.50x
                      
                      
                      
                      3.00xOctober
      1, 2010 and thereafter
                      
                      
                      3.50x
                      
                      
                      
                      2.25xInterest
      rate on borrowings
                      
                      
                      LIBOR
      + 150bps*
                      
                      
                      
                      LIBOR
      + 375bps*
      At consolidated leverage of 7x or greater.
  The
Amended Credit Agreement revises the calculation of Consolidated Total Debt used
in our consolidated leverage ratios to exclude the netting of cash and cash
equivalents against total debt.
 
 On
an annual basis following the delivery of the Company's year-end financial
statements, the Amended Credit Agreement requires mandatory prepayments of
principal, as well as a permanent reduction in revolving credit commitments,
subject to a computation of excess cash flow for the preceding fiscal year,
as more fully set forth in the Amended Credit Agreement. In addition, the
Amended Credit Agreement places additional restrictions on the use of proceeds
from asset sales or from the issuance of debt (with the result that such
proceeds, subject to certain exceptions, be used for mandatory prepayments of
principal and permanent reductions in revolving credit commitments), and
includes an anti-cash hoarding provision which requires that LIN Television
Corporation utilize unrestricted cash and cash equivalent balances in excess of
$12.5 million to repay principal amounts outstanding, but not permanently reduce
capacity, under our revolving credit facility.
 
 31
 Table of Contents
 In
connection with the Amended Credit Agreement, we incurred costs of approximately
$3.5 million related primarily to lender, arrangement and legal
fees. Additionally, as a result of the Amended Credit Agreement, we expect
cash interest expense, on an annualized basis, to increase by approximately $7.0
million, based on the total principal amounts outstanding as of June 30,
2009.


Our
future ability to generate cash from operations and from borrowings under our
credit facility could be adversely affected by a number of risks, which are
discussed in the Liquidity and Capital Resources section within the Management
Discussion and Analysis in our Annual Report on Form 10-K for the year ended
December 31, 2008.





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




On
April 30, 2009, Chrysler LLC (“Chrysler”) filed for Chapter 11 bankruptcy
protection.  On June 1, 2009, General Motors Corporation (“GM”) filed
for Chapter 11 bankruptcy protection.  We currently have a
concentration of credit risk within our accounts receivable due from both
Chrysler and GM.  We have reviewed our reserves related to receivables
from these customers and auto dealers whose advertising campaigns are subsidized
by both Chrysler and GM.  As of June 30, 2009, we have determined that
we are adequately reserved for all receivables due from these customers and
their affiliates.





32
 Table of Contents


Repurchase
of Senior Subordinated Notes





During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the six
months ended June 30, 2009, we purchased a total principal amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for both classes was $68.4 million, resulting in a gain on extinguishment
of debt of $50.1 million, net of a write-off of deferred financing fees and
discount related to the Notes of $1.3 million and $1.9 million, respectively. We
do not currently intend to make further purchases of our 61⁄2% Senior Subordinated
Notes and 61⁄2%  Senior Subordinated Notes – Class B.





Additionally,
during the six months ended June 30, 2009, we paid $8.0 million of principal of
the term loans and $3.0 million on our outstanding revolving balance under our
credit facility, drew down $78.0 million from our revolving credit facility and
recorded $2.7 million for amortization of the discount on our 61⁄2%  Senior
Subordinated Notes – Class B, bringing our total outstanding debt balance to
$691.4 million as of June 30, 2009.





Contractual
Obligations





As
of June 30, 2009, there had been no material changes in our contractual
obligations from those disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2008.On July 31, 2009, we entered into the Amended Credit
Agreement, which is filed as Exhibit 99.1 to our Current Report on Form 8-K
filed on August 6, 2009.





Summary
of Cash Flows





The
following presents summarized cash flow information (in thousands):




Six
      Months Ended June 30,
                  
                  
                  Increase2009
                  
                  
                  2008
                  
                  
                  
                  (Decrease)Cash
      provided by operating activities
                  
                  $
                  511
                  
                  
                  $
                  28,229
                  
                  
                  $
                  (27,718
                  )Cash
      provided by (used in) investing activities
                  
                  
                  2,382
                  
                  
                  
                  (7,943
                  )
                  
                  
                  10,325Cash
      used in financing activities
                  
                  
                  (3,949
                  )
                  
                  
                  (51,559
                  )
                  
                  
                  47,610Net
      decrease in cash and cash equivalents
                  
                  $
                  (1,056
                  )
                  
                  $
                  (31,273
                  )
                  
                  $
                  30,217




Net cash provided
by operating activitiesdecreased $27.7 million to $0.5 million for the
six months ended June 30, 2009 compared to the same period last year. The
decrease is primarily attributable to a decrease in accrued expenses of $18.9
million, which includes $8.6 million of payments made during the six months
ended June 30, 2009 for our restructuring plan announced in the fourth quarter
of 2008.





Net cash provided
by investing activities increased $10.3
million to $2.4 million for the six months ended June 30, 2009, compared to
cash used in investing activities of $7.9 million for the same period
last year. The increase is primarily attributable to proceeds of $5.9
million received from the sale of KNIN-TV during the quarter ended June 30,
2009, offset by a decrease in  capital spending of $4.7
million.





Net cash used in
financing activitiesdecreased $47.6 million to $3.9 million for the six
months ended June 30, 2009. The decrease was primarily due to a reduction in
principal payments on long-term debt of $73.2 million, offset by a reduction in
proceeds from our revolving credit facility of $22.0 million compared to the
same period last year.  During the six months ended June 30, 2009, we
had proceeds from our revolving credit facility of $78.0 million, offset by
amounts paid as part of the purchase of our 61⁄2%  Senior Subordinated Notes
and 61⁄2%  Senior Subordinated Notes – Class B.





33
 Table of Contents


Description
of Indebtedness





The
following is a summary of our outstanding indebtedness (in
thousands):





June
      30,
                        
                        
                        December
      31,2009
                        
                        
                        2008Credit
      Facility:Revolving
      credit loan
                        
                        $
                        210,000
                        
                        
                        $
                        135,000Term
      loan
                        
                        
                        69,925
                        
                        
                        
                        77,87561⁄2%
      Senior Subordinated Notes due 2013
                        
                        
                        275,883
                        
                        
                        
                        355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $5,685 and $8,390 at June 30, 2009 and December 31, 2008,
      respectively
                        
                        
                        135,631
                        
                        
                        
                        174,895Total  debt
                        
                        
                        691,439
                        
                        
                        
                        743,353Less
      current portion
                        
                        
                        15,900
                        
                        
                        
                        15,900Total
      long-term debt
                        
                        $
                        675,539
                        
                        
                        $
                        727,453





We
repaid $8.0 million of principal of the term loans, related to mandatory
quarterly payments, under our credit facility, from operating cash balances
during the six months ended June 30, 2009.  Additionally, during the
six months ended June 30, 2009, we purchased a portion of our 61⁄2% Senior
Subordinated Notes and 61⁄2%  Senior Subordinated Notes – Class B at market
prices using available balances under our revolving credit facility, as
previously described in “Repurchase of Senior Subordinated Notes”.





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








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








On
July 31, 2009, we entered into the Amended Credit Agreement, as more fully
described in Liquidity and Capital Resources.





Off-Balance
Sheet Arrangements





As
of June 30, 2009, there had been no material changes in our off-balance sheet
arrangements from those disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2008.





34
 Table of Contents


Item 3. Quantitative and Qualitative Disclosures About Market
Risk





We
are exposed to market risk related to interest rates on borrowings under our
credit facility debt. We use derivative financial instruments to mitigate our
exposure to market risks from fluctuations in interest rates. In accordance with
our policy, we do not use derivative instruments unless there is an underlying
exposure, and we do not hold or enter into derivative financial instruments for
speculative trading purposes.





Interest
Rate Risk





Our
long-term debt at June 30, 2009 was $691.4 million, including current portion of
$15.9 million. The senior subordinated notes bear a fixed interest rate and
borrowings under the Amended Credit Agreement bear an interest rate based on, at
our option, either a) the LIBOR interest rate, or b) an interest rate that is
equal to the greater of the Prime Rate or the Federal Funds Effective Rate plus
0.5%. In addition, under the Amended Credit Agreement the rate we select also
bears an applicable margin rate of 2.75% for Prime Rate and Federal Funds Rate
based loans or 3.75% for LIBOR based loans. The outstanding balance of both the
term loans and revolving credit loans under our credit facility was $279.9
million at June 30, 2009.





Accordingly,
we are exposed to potential losses related to increases in interest rates. A
hypothetical 1% increase in the floating rate used as the basis for the interest
charged on the credit facility as of June 30, 2009 would result in an estimated
$2.1 million increase in annualized interest expense assuming a constant balance
outstanding of $279.9 million less the current outstanding loan amount of $73.8
million covered with an interest rate swap agreement. If we incur additional
indebtedness or amend or replace our current indebtedness, the current
disruption in the capital and credit markets may impact our ability to refinance
our debt or to refinance our debt on terms similar to our existing debt
agreements.





During
the second quarter of 2006, we entered into a contract to hedge a notional $100
million of our credit facility. The interest payments under our credit facility
term loans are based on LIBOR plus an applicable margin rate. To mitigate
changes in our cash flows resulting from fluctuations in interest rates, we
entered into the 2006 interest rate hedge that effectively converted the
floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge was a liability of $5.1 million
at June 30, 2009. This amount will be released into earnings over the life of
the 2006 interest rate hedge through periodic interest payments.





Item 4. Controls and Procedures





a)
Evaluation of disclosure controls and procedures.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of June 30, 2009. The term “disclosure controls and procedures,”
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means
controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company’s management, including its
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving its objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based on the evaluation of our disclosure controls and
procedures as of June 30, 2009, our Chief Executive Officer and Chief Financial
Officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.





35
 Table of Contents


b)
Changes in internal controls.





There
were no changes in our internal control over financial reporting identified in
connection with the evaluation that occurred during the quarter ended June 30,
2009 that have materially affected or are reasonably likely to materially affect
our internal control over financial reporting.





Part II. Other
Information





Item 1. Legal Proceedings





We
are involved in various claims and lawsuits that are generally incidental to our
business. We are vigorously contesting all of these matters and believe that
their ultimate resolution will not have a material adverse effect on
us.





Item 1A. Risk
Factors





In
addition to the other information in this report, you should carefully consider
the factors discussed in Part I “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008, which could materially affect
our business, financial condition or future results.





Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds





None.





Item 3. Defaults Upon Senior Securities





None.





Item 4. Submission of Matters to a Vote of Security
Holders





We
held our 2009 Annual Meeting of Stockholders on May 21, 2009. The following
matters were approved by the stockholders by the following votes:




§
              The
      election of two members to our Board of Directors to serve as Class III
      directors for a term of three years was held and the shares present were
      voted as follows:









Number
      of Shares Voted For
                
                
                Number
      of Shares WithheldVincent
      L. Sadusky
                
                
                84,597,092
                
                
                
                5,476,310Royal
      W. Carson III
                
                
                82,616,199
                
                
                
                7,616,199







§
              The
      ratification of PricewaterhouseCoopers LLP as our independent registered
      public accounting firm for the fiscal year ending December 31,
      2009:









Number
      of Shares Voted For
              
              
              Number
      of Shares Voted Against
              
              
              Number
      of Shares Withheld89,991,982
              
              
              
              65,779
              
              
              
              15,641







36
 Table of Contents





Item 5. Other Information





None.





Item 6. Exhibits





3.1
              Second
      Amended and Restated Certificate of Incorporation of LIN TV Corp., as
      amended (filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed
      as of August 9, 2004 (File Nos. 001-31311 and 000-25206) and incorporated
      by reference herein)3.2
              Third
      Amended and Restated Bylaws of LIN TV Corp., filed as Exhibit 3.2 (filed
      as Exhibit 3.2 to our Report on Form 10-K filed as of March 14, 2008 (File
      Nos. 001-31311 and 000-25206) and incorporated by reference
      herein).3.3
              Restated
      Certificate of Incorporation of LIN Television Corporation (filed as
      Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN
      Television Corporation for the fiscal quarter ended June 30, 2003 (File
      No. 000-25206) and incorporated by reference herein)4.1
              Specimen
      of stock certificate representing LIN TV Corp. Class A Common stock, par
      value $.01 per share (filed as Exhibit 4.1 to LIN TV Corp.’s Registration
      Statement on Form S-1 (Registration No. 333-83068) and incorporated by
      reference herein).31.1
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief
      Executive Officer of LIN TV Corp.31.2
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief
      Financial Officer of LIN TV Corp.31.3
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief
      Executive Officer of LIN Television Corporation.31.4
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief
      Financial Officer of LIN Television Corporation.32.1
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief
      Executive Officer and Chief Financial Officer of LIN TV
    Corp.32.2
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief
      Executive Officer and Chief Financial Officer of LIN Television
      Corporation.




37
 Table of Contents


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, each of LIN TV Corp. and LIN Television Corporation, has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





LIN TV CORP.


LIN TELEVISION
CORPORATION





Dated:
August 10,
2009                                               By:/s/ Richard J.
Schmaeling


Richard J. Schmaeling


Senior Vice President, Chief
Financial Officer


(Principal Financial Officer)





By:/s/Nicholas N.
Mohamed


Nicholas N. Mohamed


Vice President,
Controller


(Principal Accounting
Officer)







38
 Table of Contents


Table
of Contents





Item 1. Unaudited Consolidated Financial Statements of LIN
      Television Corporation
            40Consolidated Balance Sheets
            40Consolidated Statements of Operations
            41Consolidated Statements of Stockholders’ Equity and
      Comprehensive Income
            42Consolidated Statements of Cash Flows
            43Notes to Unaudited Consolidated Financial
      Statements
            44





39
 Table of Contents


Item 1. Financial StatementsLIN
      Television CorporationConsolidated Balance Sheets(unaudited)June
      30,
                                                          
                                                          
                                                          December
      31,2009
                                                          
                                                          
                                                          2008(in
      thousands, except share data)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                          
                                                          $
                                                          19,050
                                                          
                                                          
                                                          
                                                          20,106Accounts
      receivable, less allowance for doubtful accounts (2009 - $2,849; 2008 -
      $2,761)
                                                          
                                                          
                                                          61,258
                                                          
                                                          
                                                          
                                                          68,277Program
      rights
                                                          
                                                          
                                                          2,631
                                                          
                                                          
                                                          
                                                          3,311Assets
      held for sale
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          430Other
      current assets
                                                          
                                                          
                                                          5,781
                                                          
                                                          
                                                          
                                                          5,045Total
      current assets
                                                          
                                                          
                                                          88,720
                                                          
                                                          
                                                          
                                                          97,169Property
      and equipment, net
                                                          
                                                          
                                                          172,258
                                                          
                                                          
                                                          
                                                          180,679Deferred
      financing costs
                                                          
                                                          
                                                          6,220
                                                          
                                                          
                                                          
                                                          8,511Program
      rights
                                                          
                                                          
                                                          2,326
                                                          
                                                          
                                                          
                                                          3,422Goodwill
                                                          
                                                          
                                                          114,486
                                                          
                                                          
                                                          
                                                          117,159Broadcast
      licenses and other intangible assets, net
                                                          
                                                          
                                                          392,880
                                                          
                                                          
                                                          
                                                          430,142Assets
      held for sale
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          8,872Other
      assets
                                                          
                                                          
                                                          4,867
                                                          
                                                          
                                                          
                                                          6,512Equity
      investments
                                                          
                                                          
                                                          128
                                                          
                                                          
                                                          
                                                          128Total
      assets
                                                          
                                                          $
                                                          781,885
                                                          
                                                          
                                                          $
                                                          852,594LIABILITIES,
      PREFERRED STOCK AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Current
      portion of long-term debt
                                                          
                                                          $
                                                          15,900
                                                          
                                                          
                                                          $
                                                          15,900Accounts
      payable
                                                          
                                                          
                                                          6,099
                                                          
                                                          
                                                          
                                                          7,988Accrued
      expenses
                                                          
                                                          
                                                          41,139
                                                          
                                                          
                                                          
                                                          56,701Program
      obligations
                                                          
                                                          
                                                          11,026
                                                          
                                                          
                                                          
                                                          10,109Liabilities
      held for sale
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          429Total
      current liabilities
                                                          
                                                          
                                                          74,164
                                                          
                                                          
                                                          
                                                          91,127Long-term
      debt, excluding current portion
                                                          
                                                          
                                                          675,539
                                                          
                                                          
                                                          
                                                          727,453Deferred
      income taxes, net
                                                          
                                                          
                                                          151,619
                                                          
                                                          
                                                          
                                                          141,702Program
      obligations
                                                          
                                                          
                                                          3,262
                                                          
                                                          
                                                          
                                                          5,336Liabilities
      held for sale
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          343Other
      liabilities
                                                          
                                                          
                                                          65,128
                                                          
                                                          
                                                          
                                                          68,883Total
      liabilities
                                                          
                                                          
                                                          969,712
                                                          
                                                          
                                                          
                                                          1,034,844Commitments
      and Contingenices (Note 13)Stockholders'
      equity:Common
      stock, $0.00 par value, 1,000 shares outstanding
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Investment
      in parent company's stock, at cost
                                                          
                                                          
                                                          (18,005
                                                          )
                                                          
                                                          
                                                          (18,005
                                                          )Additional
      paid-in capital
                                                          
                                                          
                                                          1,103,786
                                                          
                                                          
                                                          
                                                          1,102,448Accumulated
      deficit
                                                          
                                                          
                                                          (1,239,864
                                                          )
                                                          
                                                          
                                                          (1,239,090
                                                          )Accumulated
      other comprehensive loss
                                                          
                                                          
                                                          (33,744
                                                          )
                                                          
                                                          
                                                          (34,634
                                                          )Total
      stockholders' deficit
                                                          
                                                          
                                                          (187,827
                                                          )
                                                          
                                                          
                                                          (189,281
                                                          )Preferred
      stock of Banks Broadcasting, Inc.
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          7,031Total
      deficit
                                                          
                                                          
                                                          (187,827
                                                          )
                                                          
                                                          
                                                          (182,250
                                                          )Total
      liabilities, preferred stock and stockholders' deficit
                                                          
                                                          $
                                                          781,885
                                                          
                                                          
                                                          $
                                                          852,594The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements.






40
 Table of Contents




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




41
 Table of Contents




LIN
      Television CorporationConsolidated Statements of Stockholders' Equity and
      Comprehensive Income(unaudited)(in
      thousands, except share data)Common
      Stock
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Investment
      in Parent Company's Common Stock, at cost
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Additional
      Paid-In Capital
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Accumulated
      Deficit
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Accumulated
      Other Comprehensive Loss
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Total
      Stockholders' Deficit
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Preferred
      Stock of Banks Broadcasting
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Comprehensive
      IncomeTotal
      Deficit
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Shares
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      AmountBalance
      at December 31, 2008
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (182,250
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1,000
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (18,005
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      1,102,448
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (1,239,090
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (34,634
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (189,281
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      7,031Amortization
      of prior service cost, net of tax of $6
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      9Amortization
      of net loss on pension plan assets, net of tax of $33
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      50
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      50
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      50
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      50Unrealized
      loss on cash flow hedge, net of tax of $552
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      831
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      831
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      831
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      831Stock-based
      compensation, continuing operations
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1,338
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1,338
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1,338
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Distribution
      to minority shareholders
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (2,644
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (2,644
                                                                                                                                                                                                                                                                                      )Net
      loss
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (5,161
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (774
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (774
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (4,387
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (774
                                                                                                                                                                                                                                                                                      )Comprehensive
      income - June 30, 2009
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      116Balance
      at June 30, 2009
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (187,827
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1,000
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (18,005
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      1,103,786
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (1,239,864
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (33,744
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (187,827
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      -The
      accompanying notes are an integral part of the unaudited consolidated
      financial statements




42
 Table of Contents




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






43
 Table of Contents


LIN
Television Corporation
 Notes
to Unaudited Consolidated Financial Statements
 Note 1 — Basis of
Presentation
 
 Description
of Business
 
 LIN
Television Corporation (“LIN Television”), together with its subsidiaries, is a
television station group operator in the United States. In these notes, the
terms “Company,” “LIN Television,” “we,” “us” or “our” mean LIN Television
Corporation and all subsidiaries included in our condensed consolidated
financial statements. LIN Television is a wholly-owned subsidiary of LIN TV
Corp. (“LIN TV”).
 
 All
of the consolidated wholly-owned subsidiaries of LIN Television fully and
unconditionally guarantee all of our debt on a joint-and-several
basis.




Financial
Condition
 
 Our
operating plan for the next 12 months requires that we generate cash from
operations, utilize borrowings, and repay amounts, including mandatory
repayments of term loans under our credit facility. Our ability to borrow under
our revolving credit facility is contingent on our compliance with certain
financial covenants, which are measured, in part, by the level of earnings
before interest expense, taxes, depreciation and amortization (“EBIDTA”) we
generate from our operations.  As of June 30, 2009, we were in
compliance with all financial and non-financial covenants in our credit
agreement. During the three and six months ended June 30, 2009, we
experienced continued declines in revenues compared to the same periods in
2008.  These declines in revenues were in excess of our original 2009
plan and we anticipate continued weakness in revenues during the remainder of
this year. As a result, and to ensure continued compliance with the financial
covenants in our credit agreement, on July 31, 2009 we entered into an Amended
and Restated Credit Agreement (the “Amended Credit Agreement”) with JPMorgan
Chase Bank, N.A., as Administrative Agent, and banks and financial institutions
party thereto. For further information regarding the terms of the Amended
Credit Agreement see Note 14 – “Subsequent Events”.
 
 Our
joint venture with NBC Universal has also been adversely impacted by the current
economic downturn. Cash flow shortfalls at the joint venture caused by a decline
in advertising revenues could require us to make cash payments to the joint
venture to cover interest obligations under the General Electric Capital
Corporation (“GECC”) Note.  The joint venture is not planning to
distribute any cash to either NBC Universal or us in 2009; and has used a
portion of its existing debt service cash reserve balances, which were $9.6
million as of June 30, 2009, to fund interest payments. For the six months ended
June 30, 2009, the joint venture’s actual operating results were below those
originally forecasted for the period. As of August 10, 2009, the joint venture
has not yet completed an updated forecast for 2009based
on actual results through June 30, 2009.  Based on information previously
provided by the joint venture, we previously disclosed that the cash generated
by the joint venture could be in the range of $5 million to $10 million less
than the amount needed to pay the interest due on the GECC Note for 2009;
however the actual cash shortfall could be greater than our current
estimate.  NBC Universal and we have agreed that if the joint venture
does not have sufficient cash to cover interest payments on the GECC Note
through April 1, 2010, we and NBC Universal will provide the joint venture with
a shortfall loan on the basis of our percentage of economic interest in the
joint venture. Our percentage of economic interest is 20.38%.  If we
are required to fund a portion of a shortfall loan, we plan to use our available
cash balances or available borrowings under our credit facility. The joint
venture has not yet provided an estimate of their results for 2010
and there is no agreement on how we would share any shortfall after
April 1, 2010. If the joint venture experiences further cash shortfalls
beyond the next 12 months, we may decide to fund such cash shortfalls, or to
cover such shortfalls through further loans or equity contributions to the joint
venture. Refer to Note 14 – "Commitments and Contingencies" in our Annual Report
on Form 10-K for further information on the organization of the joint venture
and the consequences of an event of default under the GECC Note by the joint
venture.
 
 44
 Table of Contents
 Basis
of Presentation
 
 Our
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States (“GAAP”). Our
significant accounting policies are described below. The following are
accounting terms that we use throughout this section to assist in an
understanding of our financial statements and accounting policies: Financial
Accounting Standards Board (“FASB”), Financial Accounting Standard (“FAS”),
Accounting Principles Board (“APB”), Emerging Issues Task Force (“EITF”),
Financial Interpretation Number (“FIN”), Accounting Research
Bulletin ("ARB") and FASB Staff Position (“FSP”). Our consolidated
financial statements have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (“SEC”). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted pursuant to such
rules and regulations. Certain financial statement accounts have been
reclassified in the prior period financial statements to conform to the
current period financial statement presentation.
 
 In
the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly our financial
position, results of operations and cash flows for the periods presented. The
interim results of operations are not necessarily indicative of the results to
be expected for the full year.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with GAAP requires our
management to make estimates and assumptions that affect the amounts reported in
the unaudited consolidated financial statements and the notes to the unaudited
consolidated financial statements. Our actual results could differ from these
estimates. Estimates are used for the allowance for doubtful accounts in
receivables, valuation of goodwill and intangible assets, amortization of
program rights and intangible assets, stock-based-compensation, pension costs,
barter transactions, income taxes, employee medical insurance claims, useful
lives of property and equipment, contingencies, litigation and net assets of
businesses acquired.
 
 Changes
in Classifications
 
 In
December 2007, the FASB issued FAS 160 “Non-controlling Interests in
Consolidated Financial Statements” (“FAS 160”), which amends ARB 51,
“Consolidated Financial Statements” (“ARB 51”). FAS 160 is effective for
quarterly and annual reporting periods that begin after December 15, 2008.
FAS 160 establishes accounting and reporting standards with respect to
non-controlling interests (also called minority interests) in an effort to
improve the relevance, comparability and transparency of financial information
that a company provides with respect to its non-controlling interests. The
significant requirements under FAS 160 are the reporting of the non-controlling
interests separately in the equity section of the balance sheet and the
reporting of the net income or loss of the controlling and non-controlling
interests separately on the face of the statement of operations. We have adopted
FAS 160 effective January 1, 2009, and as a result, reclassified the
preferred stock of Banks Broadcasting, Inc. (“Banks Broadcasting”), representing
a non-controlling interest, to the equity section of our balance
sheet.
 
 
 45
 Table of Contents
 Recently
Issued Accounting Pronouncements
 
  In
June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162” (“FAS 168”).  FAS 168 establishes the FASB
Accounting Standards Codification as the sole source of authoritative GAAP.
Pursuant to the provisions of FAS 168, we will update our references to GAAP in
our consolidated financial statements issued for the period ended September 30,
2009 and thereafter.  The adoption of FAS 168 will have no impact on our
financial position or results of operations.
 
 In
June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No.
46(R)” (“FAS 167”).  FAS 167 is effective for interim and annual
reporting periods ending after November 15, 2009. FAS 167 amends certain
guidance in FIN 46(R) to eliminate the exemption for special purpose entities,
require a new qualitative approach for determining who should consolidate a
variable interest entity and change the requirement for when to reassess who
should consolidate a variable interest entity. We plan to adopt FAS 167
effective January 1, 2010, and we do not expect it to have a material impact on
our financial position or results of operations.
 
 In
June 2009, the FASB issued FAS 166 “Accounting for Transfers of Financial Assets
– an amendment of FAS Statement No. 140” (“FAS 166”). FAS 166 is effective for
interim and annual reporting periods ending after November 15, 2009 and must be
applied to transfers occurring on or after the effective date.  FAS
166 clarifies that the objective of paragraph 9 of Statement 140 is to determine
whether a transferor and all of the entities included in the transferor’s
financial statements being presented have surrendered control over transferred
financial assets.We
plan to adopt FAS 166 effective January 1, 2010, and we do not expect it to have
a material impact on our financial position or results of
operations.
 
 In
May 2009, the FASB issued FAS 165 “Subsequent Events” (“FAS 165”). FAS 165 is
effective for interim and annual reporting periods ending after June 15, 2009.
FAS 165 introduces the concept of financial statements being available to be
issued and requires disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date. We have adopted FAS 165 effective
June 30, 2009 and included the required disclosure in Note 14 – “Subsequent
Events”. FAS 165 did not have a material impact on our financial position or
results of operations.
 
 In
April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which
requires public entities to disclose in their interim financial statements the
fair value of all financial instruments within the scope of FASB Statement No.
107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), as
well as the method(s) and significant assumptions used to estimate the fair
value of those financial instruments.  We adopted the provisions of FSP FAS
107-1 and APB 28-1 by including the required additional financial statement
disclosures as of June 30, 2009 in Note 6 – Derivative Financial Instruments and
Note 7 - Fair Value Measurement.  The adoption of FSP FAS 107-1 and APB
28-1 had no financial impact on our financial position or results of
operations.
 
 46
 Table of Contents
 Also
in April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS
124-2”), to change the method for determining whether an other-than-temporary
impairment exists for debt securities and the amount of an impairment charge to
be recorded in earnings.  FSP FAS 115-2 and FAS 124-2 also requires
enhanced disclosures, including the Company’s methodology and key inputs used
for determining the amount of credit losses recorded in earnings. We adopted FSP
FAS 115-2 and FAS 124-2 during the second quarter of 2009 and the adoption had
no impact on our financial position or results of operations.
 
 Additionally,
the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), during April
2009.  FSP FAS 157-4 provides additional guidance to highlight and expand
on the factors that should be considered in estimating fair value when there has
been a significant decrease in market activity for a financial asset.  FSP
FAS 157-4 also requires new disclosures relating to fair value measurement
inputs and valuation techniques (including changes in inputs and valuation
techniques). We adopted FSP FAS 157-4 during the second quarter of 2009.
 The adoption of FSP FAS 157-4 had no financial impact on our financial
position or results of operations.  See Note 4 (Fair Value) for further
detail.
 
 Effective
January 1, 2009, the Company adopted SFAS No. 141(R), “Business Combinations”
(“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any non-controlling
interest in the acquiree; how the acquirer recognizes and measures the goodwill
acquired in a business combination; and how the acquirer determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  The adoption
of FAS 141(R) did not have a material impact on our financial position or
results of operations as of, or for, the three and six months ended June 30,
2009.
 
 In
December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 is
effective for fiscal years ending after December 15, 2009. FSP FAS 132(R)-1
increases disclosure requirements related to an employer’s defined benefit
pension or other postretirement plans.  We plan to adopt FSP FAS
132(R)-1 effective January 1, 2010, and we do not expect it to have a material
impact on our financial position or results of operations.
 
 In
November 2008, the FASB issued EITF 08-1, “Revenue Arrangements with
Multiple Deliverables” (“EITF 08-1”).  EITF 08-1 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after December 31, 2009 and shall be applied on a prospective
basis.  Earlier application is permitted as of the beginning of a
fiscal year. EITF 08-1 addresses some aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating activities.
We plan to adopt EITF 08-1 on January 1, 2010, and we do not expect it to have a
material impact on our financial position or results of operations.
 
 47
 Table of Contents
 Note 2 — Discontinued
Operations
 
 Our
consolidated financial statements reflect the operations, assets and liabilities
of Banks Broadcasting as discontinued for all periods presented.
 
 Banks
Broadcasting
 
 On
April 23, 2009, Banks Broadcasting completed the sale of KNIN-TV, a CW affiliate
in Boise, for $6.6 million to Journal Broadcast Corporation. As a result of the
sale we received, on the basis of our economic interest in Banks
Broadcasting, a distribution of $2.6 million during the second quarter
ended June 30, 2009. The operating loss for the six months ended June 30, 2009
includes an impairment charge of $1.9 million to reduce the carrying value of
broadcast licenses to fair value based on the final sale price of KNIN-TV of
$6.6 million. Net loss included within discontinued operations for the six
months ended June 30, 2009 reflects our 50% share of net losses of Banks
Broadcasting, net of taxes, through the April 23, 2009 disposal
date.
 
 Banks
Broadcasting distributed $2.5 million to us during the second quarter ended June
30, 2008.  We provided no capital contributions to Banks Broadcasting
during either the three or six months ended June 30, 2009 and
2008.
 
 As
of June 30, 2009, no amounts are classified as assets or liabilities held for
sale on our consolidated balance sheet.
 
 The
following presents summarized information for the discontinued operations (in
thousands):
 
 
 Three
      Months Ended June 30,
                  
                  
                  Six
      Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Net
      revenues
                  
                  $
                  191
                  
                  
                  $
                  782
                  
                  
                  $
                  823
                  
                  
                  $
                  1,567Operating
      (loss) income
                  
                  
                  (1,143
                  )
                  
                  
                  (170
                  )
                  
                  
                  (3,141
                  )
                  
                  
                  1,110Net
      (loss) income
                  
                  
                  (162
                  )
                  
                  
                  (208
                  )
                  
                  
                  (446
                  )
                  
                  
                  380
 
 48
 Table of Contents
 Note 3 — Equity
Investments
 
 Joint
Venture with NBC Universal
 
 We
own a 20.38% interest in Station Venture Holdings, LLC (“SVH”), a joint venture
with NBC Universal, and account for our interest using the equity method as we
do not have a controlling interest. SVH wholly owns Station Venture Operations,
LP (“SVO”), which is the operating company that manages KXAS-TV and KNSD-TV, the
television stations that comprise the joint venture. The following presents the
summarized financial information of SVH (in thousands):
  Three
      Months Ended June 30,
                                                            
                                                            
                                                            Six
      Months Ended June 30,2009
                                                            
                                                            
                                                            2008
                                                            
                                                            
                                                            2009
                                                            
                                                            
                                                            2008Cash
      distributions to SVH from SVO
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            17,502
                                                            
                                                            
                                                            $
                                                            16,252
                                                            
                                                            
                                                            $
                                                            38,948Income
      to SVH from SVO
                                                            
                                                            $
                                                            6,501
                                                            
                                                            
                                                            $
                                                            15,255
                                                            
                                                            
                                                            $
                                                            9,229
                                                            
                                                            
                                                            $
                                                            33,958Other
      expense, net (primarily interest on the GECC
      note)
                                                            
                                                            
                                                            (16,491
                                                            )
                                                            
                                                            
                                                            (16,491
                                                            )
                                                            
                                                            
                                                            (32,982
                                                            )
                                                            
                                                            
                                                            (32,982
                                                            )Net (loss) income of
      SVH
                                                            
                                                            $
                                                            (9,990
                                                            )
                                                            
                                                            $
                                                            (1,236)
                                                            
                                                            
                                                            $
                                                            (23,753
                                                            )
                                                            
                                                            $
                                                            976Cash
      distributions to LIN from SVH
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            1,019
 SVH
had cash on hand of $9.6 million and $15.1 million as of June 30, 2009 and
December 31, 2008, respectively.
  Note 4 — Intangible
Assets
 
 The
following table summarizes the carrying amount of intangible assets (in
thousands):
 
 
 June
      30, 2009
                    
                    
                    December
      31, 2008Gross
      Carrying Amount
                    
                    
                    Accumulated
      Amortization
                    
                    
                    Gross
      Carrying Amount
                    
                    
                    Accumulated
      AmortizationGoodwill
                    
                    $
                    114,486
                    
                    
                    $
                    -
                    
                    
                    $
                    117,159
                    
                    
                    $
                    -Broadcast
      licenses
                    
                    
                    391,803
                    
                    
                    
                    -
                    
                    
                    
                    429,024
                    
                    
                    
                    -Intangible
      assets subject to amortization (1)
                    
                    
                    7,796
                    
                    
                    
                    (6,719
                    )
                    
                    
                    7,796
                    
                    
                    
                    (6,678
                    )Total
      intangible assets
                    
                    $
                    514,085
                    
                    
                    $
                    (6,719
                    )
                    
                    $
                    553,979
                    
                    
                    $
                    (6,678
                    )
 __________
 
 (1)
              Intangibles
      subject to amortization are amortized on a straight line basis and include
      acquired advertising contracts, advertiser lists, advertiser
      relationships, favorable operating leases, tower rental income
      leases, option agreements and network
    affiliations.
 
 49
 Table of Contents
 We
recorded an impairment charge of $39.9 million during the second quarter of
2009 that included an impairment to the carrying values of our broadcast
licenses of $37.2 million, relating to 26 of our television stations; and
an impairment to the carrying values of our goodwill of $2.7 million, relating
to 2 of our television stations. As required by SFAS 142, “Goodwill and Other
Intangible Assets” (“SFAS 142”), we tested for impairment of our indefinite
lived intangible assets at June 30, 2009, between the required annual
tests, because we believed events had occurred and circumstances changed that
would more likely than not reduce the fair value of our broadcast licenses and
goodwill below their carrying amounts. The need for an impairment analysis at
June 30, 2009 was triggered by the continued decline in advertising revenue at
certain of our stations, due to the ongoing effects of economic decline, that
resulted in downward adjustments to their respective forecasts.
 
 We
used the income approach to test our broadcast licenses for impairments as of
June 30, 2009 and we used the same assumptions as disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2008, except for the
following adjustments: a) the discount rate was adjusted from 11.0% to 12.0%; b)
average market growth rate was adjusted from 1.0% to 0.2%; and c) average
operating profit margins were adjusted from 26.6% to 30.5%
 
 We
used the income approach to test goodwill for impairments as of June 30,
2009 and we used the same assumptions as disclosed in our Annual Report on Form
10-K for the year ended December 31, 2008, except for the following
adjustments: a) the discount rate was adjusted from 14.5% to 15.0%; b) average
market growth rate was adjusted from 1.0% to 0.5%; and c) average operating
profit margins were adjusted from 34.0% to 36.4%.
 
 These
assumptions are based on the actual historical performance of our stations and
management’s estimates of future performance of our stations. The increase in
the discount rate used for our broadcast licenses and goodwill reflects an
increase in the average beta for the public equity of companies in the
television and media sector since December 31, 2008. The changes in the market
growth rates and operating profit margins for both our broadcast licenses and
goodwill reflect changes in the outlook for advertising revenues in certain
markets where our stations operate.
 The
fair value measurements of our goodwill and broadcast licenses are as follows
using the three-level fair value hierarchy established by FAS 157 as of June 30,
2009:
 
 
 Quoted
      prices in active markets
                            
                            Significant
      observable inputs
                            
                            Significant
      unobservable inputs(Level
      1)
                            
                            (Level
      2)
                            
                            (Level
      3)Goodwill
                            
                            
                            
                            
                            $
                            114,486Broadcast
      licenses
                            
                            
                            
                            
                            
                            391,803
  Determining
the fair value of our television stations requires our management to make a
number of judgments about assumptions and estimates that are highly subjective
and that are based on unobservable inputs or assumptions. The actual results may
differ from these assumptions and estimates; and it is possible that such
differences could have a material impact on our financial
statements.
 
 For
further discussion on our accounting policy related to impairments refer to Note
1 – "Basis of Presentation and Summary of Significant Accounting Policies" in
our Annual Report on Form 10-K for the year ended December 31,
2008.
 
 50
 Table of Contents
 Note 5 — Debt
 
 Debt
consisted of the following (in thousands):
 
 June
      30,
                        
                        
                        December
      31,2009
                        
                        
                        2008Credit
      Facility:Revolving
      credit loan
                        
                        $
                        210,000
                        
                        
                        $
                        135,000Term
      loan
                        
                        
                        69,925
                        
                        
                        
                        77,87561⁄2%
      Senior Subordinated Notes due 2013
                        
                        
                        275,883
                        
                        
                        
                        355,583$141,316
      and $183,285, 61⁄2% Senior Subordinated Notes due 2013 - Class B, net of
      discount of $5,685 and $8,390 at June 30, 2009 and December 31, 2008,
      respectively
                        
                        
                        135,631
                        
                        
                        
                        174,895Total  debt
                        
                        
                        691,439
                        
                        
                        
                        743,353Less
      current portion
                        
                        
                        15,900
                        
                        
                        
                        15,900Total
      long-term debt
                        
                        $
                        675,539
                        
                        
                        $
                        727,453
 
 We
repaid $8.0 million of principal of the term loans, related to mandatory
quarterly payments, under our credit facility, from operating cash balances
during the six months ended June 30, 2009.
 
 During
2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of
1934 to purchase a portion of our 61⁄2% Senior Subordinated Notes and 61⁄2% 
Senior Subordinated Notes – Class B at market prices using available balances
under our revolving credit facility and available cash balances. During the six
months ended June 30, 2009, we purchased a total principal amount of $79.7
million and $42.0 million of our 61⁄2% Senior Subordinated Notes and 61⁄2% Senior
Subordinated Notes – Class B, respectively, under this plan. The total purchase
price for the transactions was $68.4 million, resulting in a gain on
extinguishment of debt of $50.1 million, net of a write-off of deferred
financing fees and discount related to the notes of $1.3 million and $1.9
million, respectively.
 
 The
fair values of our long-term debt are estimated based on quoted market prices
for the same or similar issues, or based on the current rates offered to us for
debt of the same remaining maturities. The carrying amounts and fair values of
our long-term debt were as follows (in thousands):
  June
      30, 2009
                  
                  
                  December
      31, 2008Carrying
      amount
                  
                  $
                  691,439
                  
                  
                  $
                  743,353Fair
      value
                  
                  
                  440,924
                  
                  
                  
                  402,524
  On
July 31, 2009, we entered into an Amended Credit Agreement as more fully
described in Note 14 – “Subsequent Events”.
 
 51
 Table of Contents
 Note 6 — Derivative Financial
Instruments
 
 We
use derivative financial instruments in the management of our interest rate
exposure for our long-term debt, principally our credit facility. In accordance
with our policy, we do not use derivative instruments unless there is an
underlying exposure. We do not hold or enter into derivative financial
instruments for speculative trading purposes.
 
 During
the second quarter of 2006, we entered into a contract to hedge a notional
amount of the declining balances of our term loans (“2006 interest rate hedge”).
To mitigate changes in our cash flows resulting from fluctuations in interest
rates, we entered into the 2006 interest rate hedge that effectively converted
the floating LIBOR rate-based-payments to fixed payments at 5.33% plus the
applicable margin rate calculated under our credit facility, which expires in
November 2011. We designated the 2006 interest rate hedge as a cash flow hedge.
The fair value of the 2006 interest rate hedge liability was $5.1 million and
$6.5 million at June 30, 2009 and December 31, 2008, respectively. The effective
portion of this amount will be released into earnings over the life of the 2006
interest rate hedge through periodic interest payments. The notional amount of
the 2006 interest rate hedge was $73.8 million and $81.3 million at June
30, 2009 and December 31, 2008, respectively. During the three and six
months ended June 30, 2009, we recorded a charge of $0.2 million and
$5,000, respectively, to the statement of operations, associated with the
ineffective portion of this hedge.
 
 The
2006 interest rate hedge is carried on our consolidated balance sheet as other
liabilities at fair value, which is calculated using the discounted expected
future cash outflows from a series of three-month LIBOR strips through November
4, 2011, the same maturity date as our credit facility. The fair value of this
derivative was calculated by using observable inputs (level 2) as defined under
FAS 157 “Fair Value Measurements” (“FAS 157”).
 
 The
2.50% Exchangeable Senior Subordinated Debentures that we repurchased in 2008
had certain embedded derivative features that were required to be separately
identified and recorded at fair value each period. The fair value of these
derivatives upon issuance of the debentures was $21.1 million and this amount
was recorded as an original issue discount and accreted through interest expense
from the date of issuance through May 15, 2008 when they were all tendered to us
and purchased. As a result of the purchase of the debentures, we recorded a gain
of $0.4 million during the first quarter of 2008 to earnings for the remaining
fair value of these derivatives.
 
 The
following tables summarizes our derivative activity during the three and six
months ended June 30 (in thousands):
  Gain
      on Derivative InstrumentsThree
      Months Ended June 30,
                      
                      
                      Six
      Months Ended June 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Mark-to-Market
      Adjustments on:2.50%
      Exchangeable Senior Subordinated Debentures
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (375
                      )2006
      interest rate hedge
                      
                      
                      (225
                      )
                      
                      
                      -
                      
                      
                      
                      (5
                      )
                      
                      
                      -$
                      (225
                      )
                      
                      $
                      -
                      
                      
                      $
                      (5
                      )
                      
                      $
                      (375
                      )
  52
 Table of Contents
  Comprehensive
      Income, Net of TaxThree
      Months Ended June 30,
                    
                    
                    Six
      Months Ended June 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Mark-to-Market
      Adjustments on:2006
      interest rate hedge
                    
                    $
                    390
                    
                    
                    $
                    1,668
                    
                    
                    $
                    831
                    
                    
                    $
                    152$
                    390
                    
                    
                    $
                    1,668
                    
                    
                    $
                    831
                    
                    
                    $
                    152
 
 The
following table summarizes the balances for our derivative liability included in
other liabilities in our consolidated balance sheet (in thousands):
 
 June
      30, 2009
                      
                      
                      December
      31, 20082006
      interest rate hedge
                      
                      $
                      5,105
                      
                      
                      $
                      6,493
  Note
7 – Fair Value Measurement
 
 We
record certain financial assets and liabilities at fair value on a recurring
basis consistent with FAS 157.  The following table summarizes the
financial assets and liabilities measured at fair value in the accompanying
financial statements using the three-level fair value hierarchy established by
FAS 157 as of June 30, 2009 (in thousands):
 
 Quoted
      prices in active markets
                    
                    
                    Significant
      observable inputs
                    
                    
                    Total(Level
      1)
                    
                    
                    (Level
      2)Assets:Deferred
      compensation related investments
                    
                    $
                    2,259
                    
                    
                    
                    
                    
                    $
                    2,259Liabilities:2006
      Interest rate hedge
                    
                    
                    
                    
                    
                    
                    5,105
                    
                    
                    
                    5,105Deferred
      compensation related liabilities
                    
                    
                    2,259
                    
                    
                    
                    
                    
                    
                    
                    2,259
 
 The fair value of our deferred compensation plan is
determined based on the fair value of the investments selected by
employees.
 
 53
 Table of Contents
 Note 8 — Retirement
Plans
 
 The
following table shows the components of the net periodic pension benefit cost
and the contributions to the 401(k) Plan and to the retirement plans (in
thousands):
 
 
 Three
      Months Ended June 30,
                    
                    
                    Six
      Months Ended June 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Net
      periodic pension benefit cost:Service
      cost
                    
                    $
                    (15
                    )
                    
                    $
                    538
                    
                    
                    $
                    385
                    
                    
                    $
                    1,076Interest
      cost
                    
                    
                    1,563
                    
                    
                    
                    1,592
                    
                    
                    
                    3,178
                    
                    
                    
                    3,184Expected
      return on plan assets
                    
                    
                    (1,641
                    )
                    
                    
                    (1,705
                    )
                    
                    
                    (3,328
                    )
                    
                    
                    (3,410
                    )Amortization
      of prior service cost
                    
                    
                    -
                    
                    
                    
                    30
                    
                    
                    
                    31
                    
                    
                    
                    60Amortization
      of net loss
                    
                    
                    (31
                    )
                    
                    
                    48
                    
                    
                    
                    165
                    
                    
                    
                    96Curtailment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    438
                    
                    
                    
                    -Net
      periodic benefit cost
                    
                    $
                    (124
                    )
                    
                    $
                    503
                    
                    
                    $
                    869
                    
                    
                    $
                    1,006Contributions401(k)
      Plan
                    
                    $
                    65
                    
                    
                    $
                    360
                    
                    
                    $
                    337
                    
                    
                    $
                    673Retirement
      plans
                    
                    
                    -
                    
                    
                    
                    1,500
                    
                    
                    
                    -
                    
                    
                    
                    2,250Total
      contributions
                    
                    $
                    65
                    
                    
                    $
                    1,860
                    
                    
                    $
                    337
                    
                    
                    $
                    2,923
 
 We
do not expect to make any contributions to our defined benefit retirement plans
during the remainder of 2009. See Note 11 — “Retirement Plans” included in Item
15 of our Annual Report on Form 10-K for the year ended December 31, 2008 for a
full description of our retirement plans.
 
 We
recorded a curtailment during the six months ended June 30, 2009 as a result of
freezing benefit accruals to the plan during 2009. The $0.4 million charge
relates to the recognition of the prior service cost associated with the
plan.
 
 As
of June 30, 2009, our pension plan was underfunded by greater than 20% primarily
due to the unprecedented decline in the equity markets over the last year. At
this funding level, withdrawal restrictions are required by the Internal Revenue
Service for those cash balance participants who request lump sum distributions.
Former employees who request a lump sum distribution including rollovers will
receive 50% of their account balance until the funded status of our plan
increases to above 80%.
 
 Note
9 — Stock-Based Compensation
 
 On
June 2, 2009, we completed an exchange offer which enabled employees and
non-employee directors to exchange some or all of their outstanding options to
purchase shares of LIN TV's class A common stock, for new options to
purchase shares of LIN TV's class A common stock, on a one for one
basis.  There were 257 employees that participated in the exchange
with options to purchase an aggregate of 2,931,285 shares of LIN
TV's Class A common stock.  The new options have an exercise
price of $1.99 per share, equal to the closing price per share of LIN
TV's Class A common stock on June 2, 2009. The new stock options vest
ratably over three years. As a result of the exchange offer, we will recognize
an incremental charge of $2.1 million over the vesting period of the new
grants.
 
 54
 Table of Contents
 Note
10 — Restructuring
 
 During
the second quarter of 2009, we recorded a restructuring charge of $0.5 million
as a result of the consolidation of certain activities at our stations which
resulted in the termination of 28 employees.  We made cash payments of
$0.2 million during the second quarter ended June 30, 2009 related to this
restructuring.  As of June 30, 2009, we had $0.3 million in accrued
expenses in the consolidated balance sheet for this restructuring, which we
expect to pay during the third quarter of 2009.
 
 During
the fourth quarter of 2008, we effected a restructuring that included a
workforce reduction and the cancellation of certain syndicated television
program contracts. The total charge for the plan was $12.9 million,
including $4.3 million for a workforce reduction of 144 employees and $8.6
million for the cancellation of the contracts. We made cash payments of
$0.8 million and $8.6 million for the three and six months ended June 30,
2009, respectively, related to these restructuring activities. Cumulatively
under the plan, we have made payments of $12.2 million through June 30,
2009. As of June 30, 2009, we had $0.7 million in accrued expenses and
accounts payable in the consolidated balance sheet for this restructuring and
expect to make cash payments of $0.3 million during the remainder of 2009 and
the remaining $0.4 million during 2010 and thereafter.
  The
following table details the amounts for both of these restructurings for the
three and six months ended June 30, 2009.
 
 
 Balance
      as of
                                March 31,
      2009
                              
                              
                              Three
      Months Ended June 30, 2009
                              
                              
                              Balance
      as of
                                June 30,
      2009Charge
                              
                              
                              PaymentsSeverance
      and related
                              
                              $
                              $704
                              
                              
                              $
                              $(498
                              )
                              
                              $
                              $883
                              
                              
                              $
                              $319Contractual
      and other
                              
                              
                              891
                              
                              
                              
                              -
                              
                              
                              
                              144
                              
                              
                              
                              747Total
                              
                              $
                              $1,595
                              
                              
                              $
                              $(498)
                              
                              
                              $
                              $1,027
                              
                              
                              $
                              $1,066
 Balance
      as of
                December 31,
      2008
              
              
              Six Months
      Ended June 30, 2009
              
              
              Balance
      as of
                June 30,
      2009Charge
              
              
              PaymentsSeverance
      and related
              
              $
              $3,493
              
              
              $
              $(498
              )
              
              $
              $3,672
              
              
              $
              $319Contractual
      and other
              
              
              5,868
              
              
              
              -
              
              
              
              5,121
              
              
              
              747Total
              
              $
              $9,361
              
              
              $
              $(498)
              
              
              $
              $8,793
              
              
              $
              $1,066
 Note
11 – Concentration of Credit Risk
 
 On
April 30, 2009, Chrysler LLC (“Chrysler”) filed for Chapter 11 bankruptcy
protection.  On June 1, 2009, General Motors Corporation (“GM”) filed
for Chapter 11 bankruptcy protection.  We currently have a
concentration of credit risk within our accounts receivable due from both
Chrysler and GM.  We have reviewed our reserves related to receivables
from these customers and auto dealers whose advertising campaigns are subsidized
by both Chrysler and GM.  As of June 30, 2009, we have determined that
we are adequately reserved for all receivables due from these customers and
their affiliates.
 
 Note 12 — Income
Taxes
 
 We
recorded a benefit for income taxes of $10.2 million and a provision for income
taxes of $8.3 million for the three and six months ended June 30, 2009,
respectively, compared to a benefit for income taxes of $71.5 million and $70.9
million for the three and six months ended June 30, 2008, respectively. 
Our effective income tax rate was 104.1% and 25.0% for the six months ended June
30, 2009 and 2008, respectively.
 
 55
 Table of Contents
 Note 13 — Commitments and
Contingencies
 
 GECC
Note
 
 GECC
provided debt financing for the joint venture between NBC Universal and us, in
the form of an $815.5 million non-amortizing senior secured note due 2023
bearing interest at an initial rate of 8% per annum until March 2, 2013 and 9%
per annum thereafter. We have a 20.38% equity interest in the joint venture
and NBC Universal has the remaining 80% equity interest, in which we and NBC
Universal each have a 50% voting interest.  NBC Universal operates the
two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an
NBC affiliate in San Diego, pursuant to a management agreement.  NBC
Universal and GECC are both majority-owned subsidiaries of General Electric
Co. LIN TV has guaranteed the payment of principal and interest on the GECC
Note.
 
 The
GECC Note is an obligation of the joint venture and is not an obligation of LIN
TV or LIN Television or any of its subsidiaries. GECC’s only recourse, upon an
event of default under the GECC Note, is to the joint venture, our equity
interest in the joint venture and, after exhausting all remedies against the
assets of the joint venture and the other equity interests in the joint venture,
to LIN TV pursuant to its guarantee of the GECC Note. An event of default
under the GECC Note will occur if the joint venture fails to make any scheduled
interest payment within 90 days of the date due and payable, or to pay the
principal amount on the maturity date.  If the joint venture fails to
pay interest on the GECC Note, and neither NBC Universal nor we make a shortfall
loan to cover the interest payment within 90 days of the date due and payable,
an event of default would occur and GECC could accelerate the maturity of the
entire amount due under the GECC Note.
 
 The joint
venture has been adversely impacted by the current economic downturn. Cash
flow shortfalls at the joint venture caused by a decline in advertising revenues
could require us to make cash payments to the joint venture to cover interest
obligations under the GECC Note.  The joint venture is not planning to
distribute any cash to either NBC Universal or us in 2009; and has used a
portion of its existing debt service cash reserve balances, which were $9.6
million as of June 30, 2009, to fund interest payments. For the six months ended
June 30, 2009, the joint venture’s actual operating results were below those
originally forecasted for the period. As of August 10, 2009, the joint venture
has not yet completed an updated forecast for 2009based
on actual results through June 30, 2009.  Based on information previously
provided by the joint venture, we previously disclosed that the cash generated
by the joint venture could be in the range of $5 million to $10 million less
than the amount needed to pay the interest due on the GECC Note for 2009;
however the actual cash shortfall could be greater than our current
estimate.  NBC Universal and we have agreed that if the joint venture
does not have sufficient cash to cover interest payments on the GECC Note
through April 1, 2010, we and NBC Universal will provide the joint venture with
a shortfall loan on the basis of our percentage of economic interest in the
joint venture. Our percentage of economic interest is 20.38%.  If we
are required to fund a portion of a shortfall loan, we plan to use our available
cash balances or available borrowings under our credit facility. The joint
venture has not yet provided an estimate of their results for 2010
and there is no agreement on how we would share any shortfall after
April 1, 2010. If the joint venture experiences further cash shortfalls
beyond the next 12 months, we may decide to fund such cash shortfalls, or to
cover such shortfalls through further loans or equity contributions to the joint
venture. As of June 30, 2009, management has not accrued for any potential
shortfall payments to the joint venture as such amounts are not yet estimable
and probable.
 
 Under
the terms of its guarantee of the GECC Note, LIN TV would be required to make a
payment for an amount to be determined (the “Guarantee Amount”) upon occurrence
of the following events: a) there is an event of default; b) neither NBC
Universal nor we remedy the default; and c) after GECC exhausts all remedies
against the assets of the joint venture, the total amount realized upon exercise
of those remedies is less than the $815.5 million principal amount of the GECC
Note. Upon the occurrence of such events, the amount owed by LIN TV to GECC
pursuant to the guarantee would be calculated as the difference between i) the
total amount at which the joint venture’s assets were sold and ii) the principal
amount and any unpaid interest due under the GECC Note.  As of
December 31, 2008, we estimated that the fair value of the television stations
in the joint venture to be approximately $300 million less than the outstanding
balance of the GECC Note of $815.5 million. During 2009, the joint venture's
operating results indicate that the deficit to fair value as of June 30, 2009
could now be greater than the estimated $300 million deficit from December 31,
2008. We fully impaired our goodwill associated with these television stations
during the fourth quarter of 2008.
 
 56
 Table of Contents
 We
believe the probability is remote that there would be an event of default and
therefore an acceleration of the principal amount of the GECC Note during 2009,
although there can be no assurances that such an event of default will not
occur.  There are no financial or similar covenants in the GECC Note
and, since both NBC Universal and we have agreed to fund interest payments if
the joint venture is unable to do so in 2009 and through the first quarter of
2010, NBC Universal and we are able to control the occurrence of a default under
the GECC Note.
 
 However,
if an event of default under the GECC Note occurs, LIN TV, which conducts all of
its operations through its subsidiaries, could experience material adverse
consequences, including:
 
 ·
              GECC,
      after exhausting all remedies against the joint venture, could enforce its
      rights under the guarantee, which could cause LIN TV to determine that LIN
      Television should seek to sell material assets owned by it in order to
      satisfy LIN TV’s obligations under the
  guarantee;
 
 ·
              GECC’s
      initiation of proceedings against LIN TV under the guarantee, if they
      result in material adverse consequences to LIN Television, would cause an
      acceleration of LIN Television’s credit facility and other outstanding
      indebtedness; and
 
 ·
              if
      the GECC Note is prepaid because of an acceleration on default or
      otherwise, we would incur a substantial tax liability of approximately
      $271.3 million related to our deferred gain associated with the formation
      of the joint venture.
 
 Letter
of Credit
 
 As
of June 30, 2009, we had a $6.0 million letter of credit outstanding, issued on
April 1, 2009, for the benefit of former shareholders of 54 Broadcasting, Inc.
(“54 Broadcasting”) for the purpose of securing our obligations pursuant to
the March 2, 2009 settlement agreement we reached with 54 Broadcasting, as
more fully described in Note 14 – "Commitments and Contingencies" to our 2008
Annual Report on Form 10-K.
 57
 Table of Contents
 Note 14 — Subsequent
Events
 
 Amended
and Restated Credit Agreement
 
 On
July 31, 2009, we entered into an Amended Credit Agreement, which is filed
as Exhibit 99.1 to our Current Report on Form 8-K filed on August 6, 2009. Under
the Amended Credit Agreement, our aggregate revolving credit commitments will
remain at $225.0 million and our outstanding term loans remain at $69.9 million.
The terms of the Amended Credit Agreement include, but are not limited
to, changes to financial covenants, including our consolidated leverage ratio,
consolidated interest coverage ratio and consolidated senior leverage ratio, a
general tightening of the exceptions to our negative covenants (principally by
means of reducing the types and amounts of permitted transactions) and an
increase to the interest rates and fees payable with respect to the borrowings
under the Amended Credit Agreement.  Certain revised financial
condition covenants, and other key terms, are as follows:
 
 Prior
                      
                      
                      As
      AmendedConsolidated
      Leverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      7.00x
                      
                      
                      
                      9.00xOctober
      1, 2009 to December 31, 2009
                      
                      
                      7.00x
                      
                      
                      
                      10.50xJanuary
      1, 2010 through March 31, 2010
                      
                      
                      6.50x
                      
                      
                      
                      10.00xApril
      1, 2010 through June 30, 2010
                      
                      
                      6.50x
                      
                      
                      
                      9.00xJuly
      1, 2010 through September 30, 2010
                      
                      
                      6.00x
                      
                      
                      
                      7.50xOctober
      1, 2010 and thereafter
                      
                      
                      6.00x
                      
                      
                      
                      6.00xConsolidated
      Interest Coverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      2.00x
                      
                      
                      
                      1.75xOctober
      1, 2009 through December 31, 2009
                      
                      
                      2.00x
                      
                      
                      
                      1.50xJanuary
      1, 2010 through June 30, 2010
                      
                      
                      2.25x
                      
                      
                      
                      1.75xJuly
      1, 2010 through September 30, 2010
                      
                      
                      2.25x
                      
                      
                      
                      2.00xOctober
      1, 2010 and thereafter
                      
                      
                      2.25x
                      
                      
                      
                      2.25xConsolidated
      Senior Leverage Ratio:July
      1, 2009 through September 30, 2009
                      
                      
                      3.50x
                      
                      
                      
                      3.75xOctober
      1, 2009 through December 31, 2009
                      
                      
                      3.50x
                      
                      
                      
                      4.25xJanuary
      1, 2010 through March 31, 2010
                      
                      
                      3.50x
                      
                      
                      
                      4.00xApril
      1, 2010 through June 30, 2010
                      
                      
                      3.50x
                      
                      
                      
                      3.75xJuly
      1, 2010 through September 30, 2010
                      
                      
                      3.50x
                      
                      
                      
                      3.00xOctober
      1, 2010 and thereafter
                      
                      
                      3.50x
                      
                      
                      
                      2.25xInterest
      rate on borrowings
                      
                      
                      LIBOR
      + 150bps*
                      
                      
                      
                      LIBOR
      + 375bps*
      At consolidated leverage of 7x or greater.
  The
Amended Credit Agreement revises the calculation of Consolidated Total Debt used
in our consolidated leverage ratios to exclude the netting of cash and cash
equivalents against total debt.
 
 58
 Table of Contents
 On
an annual basis following the delivery of the Company's year-end financial
statements, the Amended Credit Agreement requires mandatory prepayments of
principal, as well as a permanent reduction in revolving credit commitments,
subject to a computation of excess cash flow for the preceding fiscal year,
as more fully set forth in the Amended Credit Agreement. In addition, the
Amended Credit Agreement places additional restrictions on the use of proceeds
from asset sales or from the issuance of debt (with the result that such
proceeds, subject to certain exceptions, be used for mandatory prepayments of
principal and permanent reductions in revolving credit commitments), and
includes an anti-cash hoarding provision which requires that LIN Television
Corporation utilize unrestricted cash and cash equivalent balances in excess of
$12.5 million to repay principal amounts outstanding, but not permanently reduce
capacity, under our revolving credit facility.
 
 In
connection with the Amended Credit Agreement, we incurred costs of approximately
$3.5 million related primarily to lender, arrangement and legal
fees. Additionally, as a result of the Amended Credit Agreement, we expect
cash interest expense, on an annualized basis, to increase by approximately $7.0
million, based on the total principal amounts outstanding as of June 30,
2009.
 
 54
Broadcasting
 
 On
May 27, 2009, the FCC approved the transfer of the shares of 54
Broadcasting to Vaughan Media, LLC (“Vaughan Media”).  54 Broadcasting
holds the FCC broadcast license to KNVA-TV in Austin, TX, for which we provide
programming under a local marketing agreement.   On July 27, 2009, we
assigned our option to purchase the shares of 54 Broadcasting to Vaughan Media,
which acquired the stock of 54 Broadcasting on July 27, 2009.  Pursuant to
the settlement agreement we reached on March 2, 2009 with the former
shareholders of 54 Broadcasting, summarized in Note 14 – Commitments and
Contingencies, to our 2008 Annual Report on Form 10-K, on the date of the
closing of this transfer, we made a payment of $6.0 million to 54 Broadcasting
prior to Vaughan Media’s exercise of the option to purchase the shares of 54
Broadcasting.
 
 Our
financial statements for the quarter ended June 30, 2009 were issued on August
10, 2009.  We have determined that no other events or transactions have
occured through the date of issuance that would require recognition or
disclosure within the financial statements.