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 ~~September~~June 30, ~~2013~~2014



Commission file number: 001-36032		Commission file number: 000-25206

LIN Media LLC		LIN Television Corporation
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

Delaware		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)

90-0935925		13-3581627
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

701 Brazos Street, Suite 800

Austin, Texas 78701

(Address of principal executive offices)

(512) ~~380~~774-~~4400~~6110

(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 ox No xo

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

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

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

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

This combined Form 10-Q is separately filed by (i) LIN Media LLC 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 Media LLC Class A common shares, outstanding as of ~~November~~August 8, ~~2013~~2014: 3337,~~980~~693,~~943~~498 shares.

LIN Media LLC Class B common shares, outstanding as of ~~November~~August 8, ~~2013~~2014: 2017,901,726 shares.

LIN Media LLC Class C common shares, outstanding as of ~~November~~August 8, ~~2013~~2014: 2 shares.

LIN Television Corporation common stock, $0.01 par value, outstanding as of ~~November~~August 8, ~~2013~~2014: 1,000 shares.

Table of Contents

EXPLANATORY NOTE

~~LIN~~On ~~Television~~July 30, ~~Corporation~~2013, isLIN ~~filing~~TV ~~this~~Corp., ~~Quarterly~~a ~~Report~~Delaware oncorporation ~~Form~~(“LIN ~~10-Q~~TV”), ~~for~~completed ~~the~~its ~~quarterly~~merger ~~period~~with ~~ended~~and ~~September~~into ~~30,~~LIN ~~2013~~Media ~~(“10-Q”)~~LLC, ~~previously~~a ~~filed~~Delaware ~~with~~limited ~~the~~liability ~~U.S.~~company ~~Securities~~ and ~~Exchange~~wholly ~~Commission~~owned ~~("SEC")~~subsidiary onof ~~November~~LIN ~~12,~~TV ~~2013~~(“LIN byLLC”), with LIN ~~Media~~ LLC ~~under~~as ~~CIK#~~the ~~0001575571,~~surviving ~~solely~~entity to(the ~~furnish~~“2013 ~~the~~LIN ~~10-Q~~LLC ~~under~~Merger”) ~~CIK#~~pursuant ~~0000931058~~to ~~for~~the ~~LIN~~Agreement ~~Television~~and ~~Corporation. LIN~~Plan ~~Television~~of ~~Corporation~~Merger, isdated aFebruary 12, ~~wholly~~2013, ~~owned~~by ~~subsidiary~~and ofbetween LIN ~~Media~~TV ~~LLC~~ and isLIN LLC (the ~~issuer~~“2013 of LIN ~~Media~~ LLC’s ~~registered~~Merger ~~debt~~Agreement”). ~~Except~~ Entry ~~for~~into ~~this paragraph of this explanatory note and~~ the ~~subsequent~~2013 ~~events~~LIN ~~disclosure~~LLC inMerger ~~Note~~Agreement 13had topreviously ~~the~~been ~~consolidated~~reported ~~financial~~by ~~statements,~~LIN ~~there~~TV ison noits ~~difference~~Current ~~between this Quarterly~~ Report on Form 10 8-QK ~~and the 10-Q that was~~ filed with the ~~SEC~~U.S. bySecurities ~~LIN~~and ~~Media~~Exchange ~~LLC~~Commission on ~~November 12~~February 15, 2013.

OnLIN ~~July 30,~~LLC ~~2013,~~filed ~~LIN~~a TVCurrent ~~Corp.,~~Report aon ~~Delaware~~Form 8-K ~~corporation~~on July 31, 2013 (~~“LIN~~the TV“Form 8-K”), ~~completed~~for ~~its~~the ~~merger~~purpose ~~with~~of ~~and~~establishing ~~into~~ LIN ~~Media~~ LLC, aas ~~Delaware~~the ~~limited~~successor ~~liability~~registrant ~~company~~to ~~and~~LIN ~~wholly~~TV ~~owned~~pursuant ~~subsidiary~~to Rule 12g-3(a) under the Securities Exchange Act of ~~LIN~~1934, TVas amended (the “~~LIN~~Exchange ~~LLC~~Act”), ~~with~~and ~~LIN~~to ~~LLC~~disclose ascertain related matters, including the ~~surviving~~consummation ~~entity~~of (the “Merger”). Pursuant ~~pursuant~~ to Rule 12g-3(a) under the ~~Agreement~~Exchange Act and ~~Plan~~in ofaccordance ~~Merger,~~with ~~dated~~the ~~February~~filing of the Form 128-K, ~~2013~~the class A common shares representing limited liability interests in LIN LLC, byas ~~and~~the ~~between~~successor issuer to LIN TV, ~~and~~were ~~LIN~~deemed ~~LLC~~registered under Section 12(b) of the ~~“Merger~~Exchange ~~Agreement”)~~Act. ~~Entry~~References ~~into~~to LIN LLC, we, us, or the Company in this Quarterly Report on Form 10-Q that include any period at and before the effectiveness of the 2013 LIN LLC Merger ~~Agreement~~shall ~~had~~be ~~previously~~deemed ~~been~~to ~~reported~~refer byto LIN TV onas ~~its~~the ~~Current~~predecessor ~~Report~~registrant onto ~~Form 8-K~~LIN ~~filed~~LLC. For ~~with~~more information concerning the ~~U.S.~~effects ~~Securities~~of the 2013 LIN LLC Merger and ~~Exchange~~the ~~Commission~~succession onof ~~February 15~~LIN LLC to LIN TV upon its effectiveness, ~~2013~~please see the Form 8-K.

LIN LLC filed a Current Report on Form 8-K on July 31, 2013 (the “Form 8-K”) for the purpose of establishing LIN LLC as the successor registrant to LIN TV pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the Merger. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor issuer to LIN TV, were deemed registered under Section 12(b) of the Exchange Act. References to LIN LLC, we, us, or the Company in this Quarterly Report on Form 10-Q that include any period at and before the effectiveness of the Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC. For more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.1

Table of Contents

Part I. Financial Information
Item 1. Unaudited Consolidated Financial Statements of LIN Media LLC	3
Consolidated Balance Sheets	34
Consolidated Statements of Operations	45
Consolidated Statements of Comprehensive Income	56
Consolidated Statements of Members’ Equity (Deficit)	6
Consolidated Statements of Shareholders' Equity (Deficit)	7
Consolidated Statements of Cash Flows	89
Notes to Unaudited Consolidated Financial Statements (See separate index for Financial Statements of LIN Television Corporation)	910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3735
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4744
Item 4. Controls and Procedures	4744
Part II. Other Information
Item 1. Legal Proceedings	4845
Item 1A. Risk Factors	4846
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4852
Item 3. Defaults Upon Senior Securities	4852
Item 4. Mine Safety Disclosure	4852
Item 5. Other Information	4853
Item 6. Exhibits	4954
Signature Page	5055

Table of Contents

Part I. Financial Information

Item 1. Unaudited Consolidated Financial Statements

Table of Contents

LIN Media LLC

Consolidated Balance Sheets

(unaudited)

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	2719,~~717~~716		$	4612,~~307~~525
Accounts receivable, less allowance for doubtful accounts (2013 - $3,676; 2012 - $3,599)	131,160			126,150
Marketable securities	980			—
Deferred income tax assets	3,562			—
Accounts receivable, less allowance for doubtful accounts (2014 - $3,867; 2013 - $3,188)	154,115			145,309
Other current assets	7,070			6,863
Deferred income tax assets	7,410			6,898
Total current assets	169,509			179,320
Other current assets	22,442			15,201
Property and equipment, net	227,422			241,491
Total current assets	204,663			179,933
Deferred financing costs	17,256			19,135
Property and equipment, net	217,362			221,078
Goodwill	203,470			192,514
Deferred financing costs	14,861			16,448
Broadcast licenses, net	536,515			536,515
Goodwill	210,968			203,528
Other intangible assets, net	52,141			59,554
Broadcast licenses	536,515			536,515
Other assets	11,075			12,885
Other intangible assets, net	48,480			47,049
Total assets (a)	$	1,217,388		$	1,241,414
Other assets	12,727			12,299
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND MEMBERS’ EQUITY (DEFICIT)
Total assets (a)	$	1,245,576		$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	1520,~~801~~495		$	1017,~~756~~364
Accounts payable	1317,~~072~~299			1814,~~955~~002
Income taxes payable	~~31,019~~463			~~766~~1,420
Accrued expenses	5067,~~988~~583			~~153~~51,~~246~~696
Deferred income tax liabilities	—			168,219
Program obligations	6,968			7,027
Program obligations	7,933			10,770
Total current liabilities	112,808			91,509
Total current liabilities	118,813			362,712
Long-term debt, excluding current portion	910,729			927,328
Long-term debt, excluding current portion	926,551			879,471
Deferred income tax liabilities	61,579			64,686
Deferred income tax liabilities	44,182			40,556
Program obligations	3,559			4,146
Program obligations	3,597			4,281
Other liabilities	24,417			27,209
Other liabilities	37,708			42,716
Total liabilities (a)	1,113,092			1,114,878
Total liabilities (a)	1,130,851			1,329,736
Commitments and Contingencies (Note 9)
Commitments and Contingencies (Note 11)
Redeemable noncontrolling interest	9,905			12,845
Redeemable noncontrolling interest	13,442			3,242
LIN Media LLC shareholders’ equity:
LIN Media LLC members’ equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 42,636,094 and 39,013,005 shares as of June 30, 2014 and December 31, 2013, respectively. Outstanding: 37,688,435 and 34,065,346 shares as of June 30, 2014 and December 31, 2013, respectively	642,840			624,564
Class A common shares, 100,000,000 shares authorized, Issued: 38,929,602 and 35,672,528 shares as of September 30, 2013 and December 31, 2012, respectively. Outstanding: 33,483,657 and 30,724,869 shares as of September 30, 2013 and December 31, 2012, respectively (b)	622,170			313
Class B common shares, 50,000,000 shares authorized, 17,901,726 and 20,901,726 shares as of June 30, 2014 and December 31, 2013, respectively, issued and outstanding; convertible into an equal number of shares of class A common or class C common shares	518,365			518,395
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of September 30, 2013 and December 31, 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A common or class C common shares (b)	518,394			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of June 30, 2014 and December 31, 2013, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Class C common shares, 50,000,000 shares authorized, 2 shares as of September 30, 2013 and December 31, 2012, issued and outstanding; convertible into an equal number of shares of class A common shares (b)	—			—
Treasury shares, 4,947,659 shares of class A common shares as of June 30, 2014 and December 31, 2013, at cost	(21,984		)	(21,984		)
Treasury shares, 4,947,659 shares of class A common shares as of September 30, 2013 and December 31, 2012, at cost	(21,984		)	(21,984		)
Accumulated deficit	(993,338		)	(1,006,322		)
Additional paid-in capital (b)	—			1,129,691
Accumulated other comprehensive loss	(25,181		)	(25,526		)
Accumulated deficit	(1,010,878		)	(1,164,435		)
Total LIN Media LLC shareholders’ equity	120,702			89,127
Accumulated other comprehensive loss	(34,607		)	(35,384		)
Noncontrolling interest	1,877			—
Total members’ equity (deficit)	73,095			(91,564		)
Total equity	122,579			89,127
Total liabilities, redeemable noncontrolling interest and members’ equity (deficit)	$	1,217,388		$	1,241,414
Total liabilities, redeemable noncontrolling interest and shareholders’ equity	$	1,245,576		$	1,216,850

(a) Our consolidated assets as of September 30, 2013 and December 31, 2012 include total assets of: $61,124 and $60,380, respectively, of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. These assets include broadcast licenses and other intangible assets of: $45,343 and $46,604 and program rights of: $2,351 and $2,060 as of September 30, 2013 and December 31, 2012, respectively. Our consolidated liabilities as of September 30, 2013 and December 31, 2012 include $4,930 and $4,577, respectively, of total liabilities of the VIEs for which the VIEs’ creditors have no recourse to the Company, including $3,128 and $4,152, respectively, of program obligations. See further description in Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies.”________________________________________________________________

(ba) InOur ~~conjunction~~consolidated ~~with~~assets ~~the~~as ~~Merger~~ of ~~LIN~~June TV30, ~~with~~2014 and ~~into~~December ~~LIN~~31, ~~LLC~~2013 oninclude ~~July~~total 30assets of: $55,165 ~~2013~~and $56,056, ~~LIN~~respectively, ~~LLC~~of ~~was~~variable ~~deemed~~interest ~~the~~entities ~~successor~~(“VIEs”) ~~reporting~~that ~~entity~~can only be used to ~~LIN~~settle ~~TV.~~the Asobligations ~~such,~~of the ~~additional~~VIEs. ~~paid-in~~These ~~capital~~assets ~~amount~~include ~~within~~broadcast ~~LIN~~licenses ~~LLC's~~and ~~members'~~other ~~equity~~intangible asassets of: ~~September~~$43,565 30and $44,677 ~~2013~~and ~~has~~program ~~been~~rights ~~allocated~~of: to$1,948 ~~the~~and ~~Class~~$2,186 Aas ~~and~~of BJune ~~share~~30, ~~balances~~2014 toand ~~conform~~December to31, ~~LIN~~2013, ~~LLC's~~respectively. ~~basis~~Our ofconsolidated ~~presentation~~liabilities as aof ~~limited~~June ~~liability~~30, ~~company.~~2014 ~~For~~and ~~purposes~~December of31, ~~LIN~~2013 ~~TV's~~include ~~stockholders'~~$3,752 ~~deficit~~and ~~balance~~$4,126, asrespectively, of ~~December~~total ~~31,~~liabilities ~~2012,~~of ~~LIN~~the ~~TV's~~VIEs ~~class~~for A,which Bthe ~~and~~VIEs’ Ccreditors ~~common~~have ~~stock~~no ~~had~~recourse ato ~~par~~the ~~value~~Company, ofincluding $~~0.01~~2,525 ~~per~~and ~~share~~$2,727, ~~that~~respectively, isof ~~not~~program ~~reflected~~obligations. asSee offurther ~~September~~description ~~30,~~in ~~2013,~~Note as1 ~~each~~— ~~class~~“Basis ~~represents~~of aPresentation ~~limited~~and ~~liability~~Summary ~~interest~~of inSignificant ~~LIN~~Accounting ~~Media LLC~~Policies.”

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

Table of Contents

LIN Media LLC

Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
	(in thousands, except per share data)						(in thousands, except per share data)
Net revenues	$	~~163~~188,~~110~~765		$	~~133~~164,~~076~~346		$	~~468~~355,~~448~~006		$	~~357~~305,~~292~~338
Operating expenses:
Direct operating	6275,~~504~~487			3863,~~152~~623			~~180~~144,~~695~~921			~~110~~118,~~554~~191
Selling, general and administrative	4148,~~319~~308			2840,~~365~~040			~~118~~93,~~657~~248			8477,~~791~~338
Amortization of program rights	76,~~605~~788			57,~~612~~152			2213,~~542~~381			1614,~~212~~937
Corporate	108,~~682~~656			9,~~264~~094			3021,~~047~~197			2419,~~229~~365
Depreciation	11,~~429~~087			611,~~824~~320			3421,~~387~~773			2022,~~234~~958
Amortization of intangible assets	5,~~886~~706			~~507~~5,723			1711,~~038~~277			111,~~462~~152
Restructuring charge	~~468~~—			—391			~~2,991~~—			—2,523
(Gain) loss from asset dispositions	(9		)	(15		)	173			(12		)
Loss from asset dispositions	5			87			99			182
Operating income	2332,~~226~~728			4426,~~367~~916			6149,~~918~~110			9938,~~822~~692
Other expense:
Interest expense, net	1314,~~976~~150			914,~~310~~428			4228,~~275~~359			28,~~946~~299
Share of loss in equity investments	—25			~~4,156~~25			25100			~~4,309~~25
Loss on extinguishment of debt	—			—			—			2,099
Other (income) expense, net	(101		)	84			(83		)	60
Other expense, net	2,055			88			2,115			176
Total other expense, net	14,074			14,537			28,376			28,384
Total other expense, net	16,031			13,554			44,415			35,530
Income before provision for income taxes	18,654			12,379			20,734			10,308
Income before (benefit from) provision for income taxes	7,195			30,813			17,503			64,292
Provision for income taxes	7,788			5,210			8,809			4,159
(Benefit from) provision for income taxes	(139,313		)	11,194			(135,154		)	24,101
Net income	10,866			7,169			11,925			6,149
Income from continuing operations	146,508			19,619			152,657			40,191
Net loss attributable to noncontrolling interests	(461		)	(306		)	(1,059		)	(470		)
Discontinued operations:
Net income attributable to LIN Media LLC	$	11,327		$	7,475		$	12,984		$	6,619
Loss from discontinued operations, net of a benefit from income taxes of $541	—			—			—			(1,018		)
Basic net income per common share:
Gain on the sale of discontinued operations, net of a provision for income taxes of $6,223	—			—			—			11,389
Net income	$	0.21		$	0.14		$	0.24		$	0.13
Net income	146,508			19,619			152,657			50,562
Weighted-average number of common shares outstanding used in calculating basic income per common share	53,961			52,278			53,755			52,095
Net loss attributable to noncontrolling interests	(430		)	(40		)	(900		)	(481		)
Diluted net income per common share:
Net income attributable to LIN Media LLC	$	146,938		$	19,659		$	153,557		$	51,043
Net income	$	0.20		$	0.13		$	0.23		$	0.12
Basic income per common share attributable to LIN Media LLC:
Weighted-average number of common shares outstanding used in calculating diluted income per common share	56,740			55,595			56,608			55,406
Income from continuing operations attributable to LIN Media LLC	$	2.78		$	0.37		$	2.93		$	0.74
Loss from discontinued operations, net of tax	—			—			—			(0.02		)
Gain on the sale of discontinued operations, net of tax	—			—			—			0.21
Net income attributable to LIN Media LLC	$	2.78		$	0.37		$	2.93		$	0.93
Weighted-average number of common shares outstanding used in calculating basic income per common share	52,791			53,066			52,328			54,715
Diluted income per common share attributable to LIN Media LLC:
Income from continuing operations attributable to LIN Media LLC	$	2.63		$	0.36		$	2.77		$	0.73
Loss from discontinued operations, net of tax	—			—			—			(0.02		)
Gain on the sale of discontinued operations, net of tax	—			—			—			0.20
Net income attributable to LIN Media LLC	$	2.63		$	0.36		$	2.77		$	0.91
Weighted-average number of common shares outstanding used in calculating diluted income per common share	55,855			54,353			55,378			55,989

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

Table of Contents

LIN Media LLC

Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Net income	$	~~146~~10,~~508~~866		$	197,~~619~~169		$	~~152~~11,~~657~~925		$	506,~~562~~149
Amortization of pension net losses, reclassified, net of tax of $169 for the three months ended September 30, 2013 and 2012 and $507 and $509 for the nine months ended September 30, 2013 and 2012, respectively	259			262			777			784
Amortization of pension net losses, reclassified, net of tax of $101 and $169 for the three months ended June 30, 2014 and 2013, respectively, and $225 and $338 for the six months ended June 30, 2014 and 2013, respectively	154			259			345			518
Comprehensive income	~~146~~11,~~767~~020			197,~~881~~428			~~153~~12,~~434~~270			516,~~346~~667
Comprehensive loss attributable to noncontrolling interest	(~~430~~461		)	(40306		)	(~~900~~1,059		)	(~~481~~470		)
Comprehensive income attributable to LIN Media LLC	$	~~147~~11,~~197~~481		$	197,~~921~~734		$	~~154~~13,~~334~~329		$	517,~~827~~137

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

Table of Contents

LIN Media LLC

Consolidated Statement of ~~Members~~Shareholders’ Equity

(unaudited)

(in thousands)

														Accumulated			~~Accumulated~~
	Common Shares							Treasury			~~Additional~~			Other			~~Other~~			Total
	Class A		Class B			Class C		Shares			~~Paid-In~~Accumulated			~~Accumulated~~Comprehensive			~~Comprehensive~~Noncontrolling			~~Members~~Shareholders'
	Amount		Amount			Amount		(at cost)			~~Capital~~Deficit			~~Deficit~~Loss			~~Loss~~Interest			Equity
Balance as of December 31, 2012	$	313	$	235		$	—	$	(21,984	)	$	1,129,691		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Balance as of December 31, 2013	$	624,564	$	518,395		$	—	$	(21,984	)	$	(1,006,322	)	$	(25,526	)	$	—		$	89,127
Amortization of pension net losses, net of tax of $507	—		—			—		—			—			—			777			777
Pension liability adjustment, net of tax of $225	—		—			—		—			—			345			—			345
Class A common shares issued pursuant to employee benefit plans	1		—			—		—			487			—			—			488
Issuance of class A common shares	1,948		—			—		—			—			—			—			1,948
Class A common shares issued pursuant to exercise of share options	3		—			—		—			963			—			—			966
Conversion of class B common shares to class A common shares	30		(30		)	—		—			—			—			—			—
Conversion of class B common shares to class A common shares	26		(26		)	—		—			—			—			—			—
Tax benefit from exercise of share options and vesting of restricted share awards	11,965		—			—		—			—			—			—			11,965
Tax benefit from exercise of share options	—		—			—		—			2,180			—			—			2,180
Share-based compensation	4,333		—			—		—			—			—			13			4,346
Share-based compensation	—		—			—		—			6,691			—			—			6,691
Reclassification from redeemable noncontrolling interest	—		—			—		—			—			—			2,766			2,766
Net income attributable to LIN Media LLC	—		—			—		—			—			153,557			—			153,557
Net loss attributable to noncontrolling interest	—		—			—		—			—			—			(902		)	(902		)
Effect of the Merger	621,827		518,185			—		—			(1,140,012		)	—			—			—
Net income	—		—			—		—			12,984			—			—			12,984
Balance as of September 30, 2013	$	622,170	$	518,394		$	—	$	(21,984	)	$	—		$	(1,010,878	)	$	(34,607	)	$	73,095
Balance as of June 30, 2014	$	642,840	$	518,365		$	—	$	(21,984	)	$	(993,338	)	$	(25,181	)	$	1,877		$	122,579

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

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LIN Media LLC

Consolidated Statement of ~~Members~~Stockholders’ Deficit

(unaudited)

(in thousands)

															Accumulated
	Common Shares						Treasury			Additional					Other			Total
	Common Stock						Treasury			Additional					Other			Total
	Class A		Class B		Class C		~~Shares~~Stock			Paid-In		Accumulated			Comprehensive			~~Members~~Stockholders'
	Amount		Amount		Amount		(at cost)			Capital		Deficit			Loss			Deficit
Balance as of December 31, 2011	$	309	$	235	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Balance as of December 31, 2012	$	313	$	235	$	—	$	(21,984	)	$	1,129,691	$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Amortization of pension net losses, net of tax of $509	—		—		—		—			—		—			784			784
Pension liability adjustment, net of tax of $338	—		—		—		—			—		—			518			518
Class A common shares issued pursuant to employee benefit plans	1		—		—		—			461		—			—			462
Issuance of class A common stock	3		—		—		—			1,156		—			—			1,159
Class A common shares issued pursuant to exercise of share options	1		—		—		—			191		—			—			192
Tax benefit from exercise of stock options and vesting of restricted stock awards	—		—		—		—			1,497		—			—			1,497
Share-based compensation	—		—		—		—			5,256		—			—			5,256
Stock-based compensation	—		—		—		—			4,440		—			—			4,440
Repurchase of class A common shares	—		—		—		(11,386		)	—		—			—			(11,386		)
Net income attributable to LIN TV Corp.	—		—		—		—			—		6,619			—			6,619
Net income attributable to LIN Media LLC	—		—		—		—			—		51,043			—			51,043
Balance as of June 30, 2013	$	316	$	235	$	—	$	(21,984	)	$	1,136,784	$	(1,157,816	)	$	(34,866	)	$	(77,331	)
Balance as of September 30, 2012	$	311	$	235	$	—	$	(21,984	)	$	1,127,497	$	(1,106,347	)	$	(37,993	)	$	(38,281	)

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

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LIN Media LLC

Consolidated Statements of Cash Flows

(unaudited)

	Nine Months Ended September 30,
	Six Months Ended June 30,
	2013			2012
	2014			2013
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	~~152~~11,~~657~~925		$	506,~~562~~149
Loss from discontinued operations	—			1,018
Gain on the sale of discontinued operations	—			(11,389		)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	3421,~~387~~773			2022,~~234~~958
Amortization of intangible assets	1711,~~038~~277			111,~~462~~152
Amortization of financing costs and note discounts	21,~~723~~800			1,~~746~~808
Amortization of program rights	2213,~~542~~381			1614,~~212~~937
Cash payments for programming	(2313,~~994~~784		)	(1716,~~202~~072		)
Loss on extinguishment of debt	—			871
Share of loss in equity investments	100			25
Share of loss in equity investments	25			4,309
Deferred income taxes, net	8,103			3,803
Deferred income taxes, net	(7,144		)	23,256
Share-based compensation	4,346			4,528
Extinguishment of income tax liability related to the Merger	(132,542		)	—
Loss from asset dispositions	99			182
Share-based compensation	6,766			5,308
Other, net	1,954			846
Loss (gain) from asset dispositions	173			(12		)
Other, net	1,291			1,293
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	~~3,191~~717			(61,~~371~~203		)
Other assets	(~~597~~9,934		)	(13,~~634~~036		)
Accounts payable	(92,~~609~~118		)	(36,~~730~~479		)
Accrued interest expense	~~3,761~~(160		)	14,~~865~~510
Other liabilities and accrued expenses	~~(12~~11,~~163~~871		)	~~121~~(3,949		)
Net cash provided by operating activities, continuing operations	58,505			87,919
Net cash provided by operating activities	61,350			42,565
Net cash used in operating activities, discontinued operations	—			(2,736		)
Net cash provided by operating activities	58,505			85,183
INVESTING ACTIVITIES:
Capital expenditures	(2111,~~671~~463		)	(1914,~~337~~170		)
Change in restricted cash	—			255,159
Acquisition of broadcast towers	(7,257		)	—
Payments for business combinations, net of cash acquired	(1022,~~082~~733		)	(349,~~325~~824		)
Proceeds from the sale of assets	76107			6234
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)
Contributions to equity investments	(100		)	—
Capital contribution to joint venture with NBCUniversal	(100,000		)	—
Purchase of marketable securities	(980		)	—
Net cash (used in) provided by investing activities, continuing operations	(131,677		)	199,267
Capital contribution to joint venture with NBCUniversal	—			(100,000		)
Net cash provided by investing activities, discontinued operations	—			29,520
Net cash used in investing activities	(42,426		)	(123,960		)
Net cash (used in) provided by investing activities	(131,677		)	228,787
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,~~450~~948			~~652~~1,156
Tax benefit from exercises of share options	2,180			—
Proceeds from borrowings on long-term debt	45,000			96,000
Proceeds from borrowings on long-term debt	101,000			20,000
Principal payments on long-term debt	(58,681		)	(41,617		)
Principal payments on long-term debt	(49,394		)	(308,128		)
Payment of long-term debt issue costs	—			(652		)
Payment of long-term debt issue costs	(654		)	(359		)
Net cash (used in) provided by financing activities	(11,733		)	54,887
Treasury shares purchased	—			(11,386		)
Net increase (decrease) in cash and cash equivalents	7,191			(26,508		)
Net cash provided by (used in) financing activities	54,582			(299,221		)
Cash and cash equivalents at the beginning of the period	12,525			46,307
Net (decrease) increase in cash and cash equivalents	(18,590		)	14,749
Cash and cash equivalents at the end of the period	$	19,716		$	19,799
Cash and cash equivalents at the beginning of the period	46,307			18,057
Cash and cash equivalents at the end of the period	$	27,717		$	32,806

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

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LIN Media LLC

Notes to Unaudited Consolidated Financial Statements

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

Principles of Consolidation

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

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), completed its merger with and into LIN LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV, with LIN LLC as the surviving entity (the “2013 LIN LLC Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “2013 LIN LLC Merger Agreement”). ~~Entry~~LIN ~~into~~LLC filed a Current Report on Form 8-K on July 31, 2013 (the ~~Merger~~“Form 8-K”) ~~Agreement~~for ~~had~~the ~~previously~~purpose ~~been~~of ~~announced~~establishing byLIN LLC as the successor registrant to LIN TV onpursuant ~~its~~to ~~Current~~Rule 12g-3(a) under ~~Report~~the onSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the 2013 LIN LLC Merger. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, ~~filed~~the ~~with~~class A common shares representing limited liability interests in LIN LLC, as the ~~U.S.~~successor ~~Securities~~registrant ~~and~~to LIN TV, were deemed registered under Section 12(b) of the Exchange ~~Commission~~Act. References to "LIN LLC," "we," "us," or the "Company" in this Quarterly Report on ~~February~~Form ~~15,~~10-Q that include any period at and before the effectiveness of the 2013 LIN LLC Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC. For more information concerning the effects of the 2013 LIN LLC Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

~~LIN~~The ~~LLC~~consolidated ~~filed~~financial astatements ~~Current~~have ~~Report~~been onprepared ~~Form 8-K~~in onconformity ~~July 31,~~with ~~2013~~accounting ~~(the~~principles ~~“Form 8-K”)~~generally ~~for~~accepted ~~the~~in ~~purpose of establishing LIN LLC as~~ the ~~successor~~United ~~registrant~~States ~~to LIN TV pursuant to Rule 12g-3(a) under the Securities Exchange Act~~ of ~~1934,~~America ~~as amended~~ (~~the~~ “~~Exchange Act”), and to disclose certain related matters, including the consummation of the Merger~~U. ~~Pursuant to Rule~~S. ~~12g-3(a~~GAAP”) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor registrant to LIN TV, were deemed registered under Section 12(b) of the Exchange Act. ~~References~~ All tointercompany ~~"LIN~~accounts ~~LLC," "we," "us," or the "Company" in this Quarterly Report on Form 10-Q that include any period at~~ and ~~before~~transactions ~~the~~have ~~effectiveness~~been ~~of the Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC~~eliminated. ~~For~~ ~~more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.~~

Our consolidated financial statements reflect the operations of WWHO-TV in Columbus, OH and WUPW-TV in Toledo, OH as discontinued for all periods presented. See Note 3—“Discontinued Operations” for further discussion of our discontinued operations.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to state 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.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and VIEs for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”), or joint sales agreements (“JSAs”), and related agreements to evaluate whether consolidation of entities that are party to such arrangements is required. ~~All~~under ~~intercompany~~U.S. ~~accounts and transactions have been eliminated~~GAAP.

WeDuring ~~conduct~~the ~~our~~first ~~business~~quarter ~~through~~of ~~LIN~~2014, ~~Television~~we ~~and~~began ~~its~~operating ~~subsidiaries. Prior~~under totwo ~~the Merger~~segments, ~~LIN~~which TValso ~~had~~represent noour ~~operations~~reportable orsegments, ~~assets~~“Broadcast” ~~other~~and ~~than~~“Digital” ~~its~~that ~~investments~~are indisclosed ~~its~~separately ~~subsidiaries~~from our corporate activities. ~~Subsequent~~ Our toBroadcast ~~the~~segment ~~merger~~includes 43 television stations and ~~consistent~~seven ~~with~~digital ~~its~~channels ~~classification~~that asare aeither ~~partnership~~owned, ~~for~~operated ~~federal~~or ~~income~~serviced ~~tax~~by ~~purposes~~us in 23 U.S. markets, ~~LIN~~all ~~LLC~~of ~~has~~which ~~separate~~are ~~operations~~engaged ~~relating~~principally toin the ~~administration~~sale of ~~the~~television ~~partnership~~advertising and digital advertising primarily related to our television station companion websites. ~~The~~ Our ~~consolidated~~Digital ~~financial~~segment ~~statements~~includes the operating results of the following digital companies: LIN Digital LLC ~~represent~~("LIN ~~its~~Digital"), ~~own~~LIN ~~operations~~Mobile, ~~and~~LLC ~~the~~("LIN ~~consolidated~~Mobile"), ~~operations~~Nami ofMedia, ~~LIN~~Inc. ~~Television~~("Nami Media"), ~~which~~HYFN, ~~remains~~Inc. ("HYFN"), Dedicated Media, Inc. ("Dedicated Media"), and Federated Media Publishing LLC ("Federated Media"). Corporate and unallocated expenses primarily include our costs to operate as a ~~corporation~~public ~~after~~company ~~the~~and ~~Merger~~to operate our corporate locations. Corporate is not a reportable segment. We ~~operate~~have retrospectively recast prior period disclosures to reflect this change in our reportable operating segments. See Note 5 - “Segment Reporting” for further discussion. Prior to January 1, 2014, we had one reportable segment.

9We conduct our business through LIN Television and its subsidiaries. Prior to the 2013 LIN LLC Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the 2013 LIN LLC Merger and consistent with its classification as a partnership for federal income tax purposes, LIN LLC has separate operations relating to the administration of the partnership. The consolidated financial statements of LIN LLC represent its own operations and the consolidated operations of LIN Television, which remains a corporation after the 2013 LIN LLC Merger.

~~Table~~On July 24, 2014, we filed a joint proxy statement/prospectus with the Securities and Exchange Commission which was mailed to the shareholders of ~~Contents~~LIN LLC in connection with a special meeting of the shareholders of LIN LLC to be held on August 20, 2014 for the purpose of voting on the proposal to adopt the Agreement and Plan of Merger, dated March 21, 2014, with Media General, Inc., a Virginia corporation ("Media General"), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”),

Joint Venture Sale Transaction and Merger

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

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

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

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1. As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the GECC Guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012 because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million incremental term loan facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had an approximate $163 million income tax payable associated with this transaction remaining, $132.5 million of which was extinguished as a result of the closing of the Agreement and Plan of Merger further described below.

Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the Merger Agreement with LIN LLC as described above. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock at the consummation of the Merger, LIN TV realized a capital loss in the amount of approximately $344 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of such stock as of July 30, 2013. The capital loss realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and, as a result, we realized cash savings of $132.5 million, resulting in a remaining tax liability of $30.5 million associated with the JV Sale Transaction. We made estimated state and federal tax payments to settle $29 million of this tax liability during October 2013 and expect to fund the remaining liability when it becomes due in November 2013.

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Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly-owned subsidiary of New Holdco (“Merger Sub 1”), Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”) (the “Merger Agreement”). If the transactions contemplated by the Merger Agreement (the "Merger") are completed, LIN LLC will become a wholly-owned subsidiary of New Holdco and Media General will become a wholly-owned subsidiary of LIN LLC ("New Media General"). The combined company will own and operate or service 74 stations across 46 markets, reaching approximately 26.5 million households or 23% of U.S. TV households (certain of these stations are expected to be swapped or otherwise divested in order to address regulatory considerations). The transaction is currently expected to close during the first quarter of 2015.

Joint Venture Sale Transaction and Merger

On February 12, 2013, we, along with our wholly-owned subsidiaries LIN Television and LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into an agreement whereby LIN Texas sold its 20.38% equity interest in Station Venture Holdings ("SVH"), a joint venture in which an affiliate of NBCUniversal ("NBC") held the remaining 79.62% equity interest (collectively, the “JV Sale Transaction”). Pursuant to the JV Sale Transaction, LIN Television made a $100 million capital contribution to SVH and in turn, was released from the guarantee of an $815.5 million note held by SVH ("GECC Guarantee") as well as any further obligations related to any shortfall funding agreements between LIN Television and SVH.

Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the 2013 LIN LLC Merger Agreement. The 2013 LIN LLC Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

For further discussion of the JV Sale Transaction and the 2013 LIN LLC Merger, refer to Item 1. "Business," Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies," and Note 13 - "Commitments and Contingencies" to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2013 (the "10-K").

Variable Interest Entities

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

We have a JSA and an SSA with WBDT Television, LLC (“WBDT”), ~~a third party licensee,~~ for WBDT-TV in the Dayton, OH market. We also have JSAs and SSAs with affiliates of Vaughan Acquisition LLC (“Vaughan”), ~~a third party licensee,~~ for WTGS-TV in the Savannah, GA market, WYTV-TV in the Youngstown, OH market and KTKA-TV in the Topeka, KS market and SSAs with KASY-TV Licensee, LLC (“KASY”), ~~a third-party licensee, for~~ KWBQ-TV ~~in the Santa Fe~~, ~~NM market,~~ KRWB-TV ~~in the Roswell, NM market~~ and KASY-TV in the Albuquerque, Santa-Fe NM market. Under these agreements, we provide administrative services to these stations, have an obligation to reimburse certain of the stations' expenses, and we are compensated through a performance-based fee structure that provides us the benefit of certain returns from the operation of these stations. We determined that WBDT, Vaughan and KASY are VIEs and as a result of the JSAs and/or SSAs, we have variable interests in these entities. We are the primary beneficiary of these entities, and therefore, we consolidate these entities within our consolidated financial statements.

WeAn ~~determined~~order that ~~WBDT~~the Federal Communications Commission (“FCC”) adopted in March 2014, ~~Vaughan~~however, ~~and~~will ~~KASY~~require ~~are~~changes ~~VIEs~~in ~~and~~our asrelationship with these entities going forward. In that order, the FCC concluded that JSAs should be “attributable” for purposes of the media ownership rules if they permit a ~~result~~television licensee to sell more than 15% of the ~~JSAs~~commercial ~~and/or~~inventory ~~SSAs,~~of wea ~~have~~television ~~variable~~station ~~interests~~owned by a third party in ~~these~~the ~~entities~~same market. WeStations ~~are~~with JSAs that would put them in violation of the ~~primary~~new ~~beneficiary~~rules will have until June 19, 2016 to amend or terminate those arrangements, unless they are able to obtain a waiver of ~~these~~such ~~entities~~rules. Accordingly, ~~and~~absent ~~therefore~~further developments, we ~~consolidate~~will ~~these~~be ~~entities~~required ~~within~~to modify or terminate our ~~consolidated~~existing ~~financial~~JSAs ~~statements~~by no later than June 19, 2016.

The carrying amounts and classifications of the assets and liabilities of the variable interest entities described above, which have been included in our consolidating balance sheets as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 are as follows (in thousands):

	September 30, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	453	$	418
Accounts receivable, net	7,452		6,021
Other assets	1,078		2,092
Total current assets	8,983		8,531
Property and equipment, net	3,063		3,190
Broadcast licenses and other intangible assets, net	45,343		46,604
Other assets	3,735		2,055
Total assets	$	61,124	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,216	$	1,451
Accounts payable	668		—
Accrued expenses	1,134		425
Program obligations	1,597		2,185
Total current liabilities	4,615		4,061
Long-term debt, excluding current portion	3,765		3,950
Program obligations	1,531		1,967
Other liabilities	51,213		50,402
Total liabilities	$	61,124	$	60,380

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	June 30, 2014		December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	418	$	278
Accounts receivable, net	6,823		6,345
Other assets	913		927
Total current assets	8,154		7,550
Property and equipment, net	2,192		2,469
Broadcast licenses and other intangible assets, net	43,565		44,677
Other assets	1,254		1,360
Total assets	$	55,165	$	56,056

LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,162
Accounts payable	45		63
Accrued expenses	1,184		1,336
Program obligations	1,283		1,303
Total current liabilities	3,674		3,864
Long-term debt, excluding current portion	2,424		3,005
Program obligations	1,242		1,424
Other liabilities	47,825		47,763
Total liabilities	$	55,165	$	56,056

The assets of our consolidated VIEs can only be used to settle the obligations of the VIEs and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. Other liabilities of $47.8 million and $47.8 million as of June 30, 2014 and December 31, 2013, respectively, serve to reduce the carrying value of the entities, and are eliminated in our consolidated financial statements. This reflects the fact that as of June 30, 2014 and December 31, 2013, LIN Television has an option that it may exercise if the FCC attribution rules change. The option would allow LIN Television to acquire the assets or member’s interest of the VIE entities for a nominal exercise price, which is significantly less than the carrying value of their tangible and intangible net assets. The options are carried at zero on our consolidated balance sheet, as any value attributable to the options is eliminated in the consolidation of the VIEs. In an order adopted in March 2014, the FCC concluded that JSAs should be “attributable” for purposes of the media ownership rules if they permit a television licensee to sell more than 15% of the commercial inventory of a television station owned by a third party in the same market. Stations with JSAs that would put them in violation of the new rules will have until June 19, 2016 to amend or terminate those arrangements, unless they are able to obtain a waiver of such rules. Accordingly, absent further developments, or the grant of waivers, we will be required to modify or terminate our existing JSAs no later than June 19, 2016.

Redeemable Noncontrolling Interest

The redeemable noncontrolling interest as of December 31, 2013 includes the interest of minority shareholders of HYFN, Dedicated Media and Nami Media. During the six months ended June 30, 2014, we have reclassified the interest of the minority shareholders of Nami Media to permanent equity, as the mandatory redemption feature of Nami Media's minority shareholders' interest terminated in February 2014. Accordingly, the following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to ~~Nami Media, Inc. (“Nami Media”),~~ HYFN~~, Inc.~~ ~~(“HYFN”)~~ and Dedicated Media, ~~Inc.~~ ~~(“Dedicated Media”),~~ which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	RedeemableNoncontrollingInterest
Balance as of December 31, 2012	$	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(900		)
Share-based compensation	75
Balance as of September 30, 2013	$	13,442

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	Redeemable Noncontrolling Interest
Balance as of December 31, 2013	$	12,845
Net loss	(1,059		)
Share-based compensation and other	(4		)
Reclassification to noncontrolling interest (Nami Media)	(1,877		)
Balance as of June 30, 2014	$	9,905

Use of Estimates

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

Net Earnings per Common Share

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

Denominator for EPS calculation:

~~2013~~2014

~~2012~~2013

~~2013~~2014

~~2012~~2013

Weighted-average common shares, basic

5253,~~791~~961

5352,~~066~~278

5253,~~328~~755

5452,~~715~~095

Effect of dilutive securities:

Share options

32,~~064~~779

13,~~287~~317

32,~~050~~853

13,~~274~~311

Weighted-average common shares, diluted

5556,~~855~~740

5455,~~353~~595

5556,~~378~~608

55,~~989~~406

We apply the treasury stock method to measure the dilutive effect of our outstanding share options and restricted share awards and include the respective common share equivalents in the denominator of our diluted EPS calculation. Securities representing ~~0.1~~zero ~~million and 2.5 million~~ common shares for the three and six months ended ~~September~~June 30, ~~2013 and 2012~~2014, respectively, and less than 0.1 million ~~and~~shares ~~1.7~~of ~~million~~ common ~~shares~~stock for the ~~nine~~three and six months ended ~~September~~June 30, 2013 ~~and 2012~~, respectively, were excluded from the computation of diluted EPS for these periods because their effect would have been anti-dilutive. The net income per share amounts are the same for our class A, class B and class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Recently Issued Accounting Pronouncements

In ~~July~~May ~~2013~~2014, the Financial Accounting Standards Board ("FASB") ~~issued~~and the International Accounting Standards ~~Update~~Board ("~~ASU~~IASB") ~~2013-11~~issued a converged standard on revenue recognition from contracts with customers, ~~“Presentation~~ASU of2014-09 an(Topic ~~Unrecognized~~606 ~~Tax~~and ~~Benefit~~IFRS ~~When~~15). aThis ~~Net~~standard ~~Operating~~will ~~Loss~~supersede ~~Carryforward,~~nearly aall ~~Similar~~existing ~~Tax~~revenue ~~Loss~~recognition guidance. ASU 2014-09 is effective for fiscal years, orand ainterim ~~Tax~~periods ~~Credit~~within ~~Carryforward~~those ~~Exists”~~years, tobeginning ~~eliminate~~after ~~diversity~~December in15, ~~practice~~2016. We are currently evaluating the impact this guidance will have on our financial condition, results of operations and cash flows.

1213

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~~This~~In ~~ASU~~April ~~requires~~2014, ~~that~~the ~~companies~~FASB ~~net~~issued ~~their~~Accounting ~~unrecognized~~Standard ~~tax~~Update ~~benefits~~No. ~~against~~2014-08, ~~all~~"Presentation ~~same~~of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) -~~jurisdiction~~ ~~net~~Reporting ~~operating~~Discontinued ~~losses~~Operations orand ~~tax~~Disclosures ~~credit~~of ~~carryforwards~~Disposals ~~that~~of ~~would~~Components beof ~~used~~an toEntity" ~~settle~~("ASU 2014-08"). ASU 2014-08 changes the ~~position~~threshold ~~with~~for adisclosing ~~tax~~discontinued ~~authority~~operations and the related disclosure requirements. ~~This~~Pursuant ~~new~~to ~~guidance~~ASU 2014-08, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as a discontinued operation. ASU 2014-08 is effective ~~prospectively~~ for annual ~~reporting~~ periods beginning on or after December 15, ~~2013~~2014 ~~and~~with ~~interim~~early ~~periods~~adoption ~~therein.~~permitted Webut ~~prospectively~~only ~~adopted~~for ~~this~~disposals ~~guidance~~or ~~effective~~classifications ~~January 1,~~as ~~2013~~held ~~and~~for itsale ~~did~~which have not ~~have~~been areported ~~material~~in financial statements previously issued or available for issuance. We are currently evaluating the impact that the new guidance will have on our disclosures and consolidated financial statements.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-2, “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amendments require an entity to disclose the impact of amounts reclassified out of accumulated other comprehensive income and into net income, by the respective line items of net income, if the amounts reclassified are reclassified to net income in their entirety in the same reporting period. The disclosure is required either on the face of the statement where net income is presented or in the notes. For amounts that are not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

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

Note 2 — Acquisitions

~~Dedicated~~Federated Media Publishing, Inc.

On ~~April 9~~February 3, ~~2013~~2014, LIN ~~Television~~Digital ~~acquired~~Media LLC, a ~~60%~~wholly ~~interest~~owned ~~(calculated~~subsidiary onof aLIN ~~fully~~Television, ~~diluted~~acquired ~~basis)~~100% inof ~~Dedicated~~the capital stock of Federated Media Publishing, aInc., ~~multi-channel~~which ~~advertisement~~we ~~buying~~subsequently ~~and~~converted ~~optimization~~into a Delaware limited liability company ("Federated Media"). ~~Dedicated~~ Federated Media is ~~headquartered~~a indigital ~~Los~~content ~~Angeles,~~and CAconversational marketing company that leverages the relationships and ~~employs~~content ~~new~~from ~~technologies~~its publishing network to ~~create,~~deliver ~~plan~~contextually relevant advertising and ~~execute~~conversational ~~digital~~and ~~marketing~~engagement ~~campaigns~~tools onthat ~~behalf~~reach ofagencies’ ~~its~~and ~~clients~~brands’ targeted audiences across digital and social media platforms. The purchase price totaled $522.85 million, ~~which~~net of cash, including post-closing adjustments, and was funded from cash on hand atand ~~the~~amounts ~~time~~drawn ofon ~~the~~our ~~acquisition~~revolving credit facility.

Under the terms of our agreement with Dedicated Media, we agreed to purchase the remaining outstanding shares of Dedicated Media by no later than February 15, 2015 if Dedicated Media achieves both (i) a target earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) a target gross profit in 2014, as outlined in the purchase agreement. The purchase price of these shares is based on multiples of Dedicated Media’s 2014 EBITDA and gross profit. Our maximum potential obligation under the purchase agreement is $26 million. If Dedicated Media does not meet the target EBITDA or target gross profit in 2014, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

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

Current assets	$	79,~~315~~811
Equipment	158
Property and equipment	72
Other intangible assets	4,620
Non-current assets	195
Goodwill	1,796
Other intangible assets	11,497
Current liabilities	(4,303		)
Goodwill	7,440
Noncontrolling interest	(3,834		)
Current liabilities	(6,501		)
Total	$	522,~~752~~514

The amount allocated to definite-lived intangible assets represents the estimated fair values of publisher relationships of $4.2 million, customer relationships of $31.92 million, completed technology of $03.59 million, and trademarks of $02.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 78 years for publisher relationships, 4 years for customer relationships, 43 years for completed technology and 27 years for trademarks.

13Goodwill of $7.4 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of the incremental revenue we expect to generate from the acquisition of Federated Media. All of the goodwill recognized in connection with the acquisition of Federated Media is deductible for tax purposes.

~~Table~~Net revenues and operating loss of ~~Contents~~Federated Media included in our consolidated statements of operations for the six months ended June 30, 2014 were $10.4 million and $0.7 million, respectively.

~~HYFN~~Dedicated Media, Inc.

On April 49, 2013, LIN Television acquired a ~~50.1~~60% interest (calculated on a fully diluted basis) in ~~HYFN~~Dedicated Media, a ~~full~~multi-channel ~~service~~advertisement ~~digital~~buying ~~advertising~~and ~~agency~~optimization ~~specializing~~company. Under in the ~~planning,~~terms ~~development,~~of ~~deployment~~our ~~and~~agreement ~~support~~with ~~for~~Dedicated ~~websites~~Media, ~~mobile~~we ~~sites~~agreed to purchase the remaining outstanding shares of Dedicated Media by no later than February 15, ~~interactive~~2015 ~~banners~~if Dedicated Media achieves both (i) a target earnings before interest, ~~games~~taxes, depreciation and ~~various~~amortization ~~applications~~(“EBITDA”) ~~for~~and ~~multiple~~(ii) a ~~devices~~target gross profit in 2014, as outlined in the purchase agreement. The purchase price ~~totaled~~of ~~$7.2~~these ~~million,~~shares ~~$6.9~~is ~~million~~based ofon ~~which~~multiples ~~was~~of ~~funded~~Dedicated ~~from~~Media’s ~~cash~~2014 onEBITDA ~~hand~~ and $0gross profit.3 Our ~~million~~maximum ~~was~~potential ~~accrued~~obligation atunder the ~~time~~purchase ofagreement ~~the~~is ~~acquisition~~$26 ~~and~~million. If isDedicated ~~expected~~Media todoes benot ~~paid~~meet the target EBITDA or target gross profit in ~~accordance~~2014, ~~with~~we have the ~~provisions~~option ofto purchase the ~~purchase~~remaining ~~agreement~~outstanding ~~during~~shares using the ~~fourth~~same ~~quarter~~purchase ofprice ~~2013~~multiple.

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

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

Current assets	$	3,759
Non-current assets	13
Equipment	179
Other intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

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

Goodwill of $1.8 million and $9.2 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of the incremental revenue we expect to generate from the acquisitions of Dedicated Media and HYFN, respectively. None of the goodwill recognized in connection with the acquisitions of Dedicated Media and HYFN is deductible for tax purposes.

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

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

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~~New Vision Television~~ HYFN, ~~LLC~~ Inc.

On ~~October~~April 124, ~~2012~~2013, LIN Television ~~completed~~acquired ~~its~~a ~~acquisition~~50.1% ofinterest ~~television~~(calculated ~~stations~~on a fully diluted basis) in ~~eight~~HYFN, ~~markets~~a ~~that~~full ~~were~~service ~~previously~~digital ~~owned~~advertising byagency ~~affiliates~~specializing ofin ~~New~~the ~~Vision~~planning, ~~Television~~development, ~~LLC~~deployment ~~(“New~~and ~~Vision”)~~support for ~~$334.9 million~~websites, ~~subject~~mobile tosites, ~~certain~~interactive ~~post-closing adjustments~~banners, games and ~~including~~various ~~the~~applications ~~assumption~~for ofmultiple ~~$14~~devices.3 Under ~~million~~the terms of ~~finance~~our ~~lease~~agreement ~~obligations. Concurrent~~ with HYFN, we agreed to purchase the ~~acquisition,~~remaining ~~Vaughan~~outstanding shares of HYFN by no later than February 15, 2016 if HYFN achieves both (i) a ~~third-party~~target ~~licensee~~EBITDA and (ii) target net revenues in 2015, ~~completed~~as ~~its~~outlined ~~acquisition~~in the transaction agreements. The purchase price of ~~separately~~these ~~owned~~shares ~~television~~is ~~stations~~based ~~(the~~on ~~“Vaughan~~multiples ~~Acquired~~of ~~Stations”)~~HYFN’s in2015 ~~three~~net ~~markets~~revenue ~~for~~and EBITDA. Our maximum potential obligation under the terms of our agreement is approximately $462.64 million. If ~~from~~HYFN ~~PBC~~does ~~Broadcasting~~not meet the target EBITDA or target net revenues in 2015, ~~LLC~~we ~~(“PBC”)~~have the option to purchase the remaining outstanding shares using the same purchase price multiple.

~~LIN~~Our ~~Television~~obligations ~~also~~to ~~agreed~~purchase tothe ~~provide~~noncontrolling ~~certain~~interest ~~services~~holders’ toshares ~~the~~of ~~Vaughan~~both ~~Acquired~~Dedicated ~~Stations~~Media ~~pursuant~~and toHYFN ~~JSAs~~are ~~and~~outside ~~SSAs~~of ~~with~~our ~~Vaughan~~control, because they are based on the achievement of certain financial targets described above. ~~Under~~ Therefore, the ~~JSAs~~noncontrolling interest related to Dedicated Media and ~~SSAs~~HYFN ~~with~~as ~~Vaughan~~of June 30, we2014 ~~provide~~has ~~administrative~~been reported as redeemable noncontrolling interest and ~~technical~~classified ~~services~~as temporary equity on our consolidated balance sheets. As of the acquisition dates, ~~supporting~~the fair values of the ~~business~~noncontrolling interests were $3.8 million and ~~operation~~$7.2 ofmillion for Dedicated Media and HYFN, respectively, and were measured based on the ~~Vaughan~~purchase ~~Acquired~~prices ~~Stations~~for our 60% and 50.1% ownership interest in ~~exchange~~Dedicated ~~for~~Media ~~commissions~~and HYFN, respectively, and ~~fees~~the ~~that~~net ~~provide~~assets usacquired as of the ~~benefit~~acquisition dates. As of ~~certain~~June 30, ~~returns~~2014, ~~from~~we ~~the~~believe ~~business~~that achievement of the ~~Vaughan~~financial ~~Acquired~~targets ~~Stations~~is not yet probable and therefore, have not reflected these obligations in our consolidated financial statements.

~~The~~If ~~following~~we ~~table~~do ~~summarizes~~not purchase the ~~allocation~~remaining outstanding shares of Dedicated Media or HYFN by the dates set forth in the respective purchase ~~price~~agreements, tothe noncontrolling interest holders have the ~~estimated~~right ~~fair~~to ~~values~~purchase our interest. The purchase price of these shares is based on the ~~assets~~same ~~acquired~~purchase price multiple described above and ~~liabilities~~is ~~assumed~~exercisable byonly ~~both~~if usthe applicable financial targets are not met and ~~Vaughan~~we indo not elect to purchase the ~~acquisition~~remaining (interest. The fair value of this option is zero and no amounts related to these options are included in ~~thousands):~~our consolidated financial statements as of June 30, 2014.

Program rights assets	$	2,040
Property and equipment	100,124
Broadcast licenses	133,120
Definite-lived intangible assets	55,837
Goodwill	65,024
Current liabilities	(417		)
Non-current liabilities	(2,239		)
Long-term debt assumed	(13,989		)
Total	$	339,500

Pro Forma Information

The ~~amount~~following ~~allocated~~table tosets ~~definite-lived~~forth ~~intangible~~unaudited ~~assets~~pro ~~represents~~forma ~~the~~results ~~estimated~~of ~~fair~~operations ~~values~~for ofthe ~~network~~six ~~affiliations~~months ofended ~~$30.8~~June ~~million~~30, ~~favorable~~2014 ~~leases~~and ofJune ~~$8.6 million~~30, ~~advertiser~~2013 ~~relationships~~assuming ofthat ~~$6.1~~the ~~million,~~above ~~retransmission~~acquisitions ~~consent agreements~~ of $7Federated ~~million~~Media, ~~and~~Dedicated ~~other~~Media ~~intangible~~and ~~assets~~HYFN ofalong ~~$3.3~~with ~~million.~~transactions ~~These~~necessary ~~intangible~~to ~~assets~~finance ~~will be amortized over~~ the ~~estimated remaining useful lives of approximately 2 years for network affiliations~~acquisitions, ~~32 years~~occurred ~~for~~on ~~favorable leases, 10~~January ~~years for advertiser relationships~~1, ~~5 years~~2013 ~~for~~(in ~~retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.~~thousands):

ACME Television, LLC



	Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Net revenue	$	356,373	$	329,016
Net income	$	11,189	$	967
Basic income per common share attributable to LIN Media LLC	$	0.21	$	0.02
Diluted income per common share attributable to LIN Media LLC	$	0.20	$	0.02

OnThis ~~December 10,~~pro ~~2012,~~forma ~~LIN~~financial ~~Television~~information ~~acquired~~is ~~certain~~based ~~assets~~on ofhistorical ~~the~~results ~~ACME~~of ~~Television~~operations, ~~LLC~~adjusted ~~(“ACME”)~~for ~~television~~the ~~stations~~allocation ~~KWBQ-TV,~~of ~~KRWB-TV~~the ~~and~~purchase ~~KASY-TV~~price ~~(collectively~~and ~~the~~other ~~“ACME~~acquisition ~~Acquired~~accounting ~~Stations”)~~adjustments, ~~each~~and is not necessarily indicative of ~~which~~what ~~serves~~our ~~the~~results ~~Albuquerque-Santa~~would ~~Fe,~~have NMbeen ~~market. KASY,~~had anwe ~~unrelated~~operated ~~third~~the ~~party~~business since January 1, ~~acquired~~2013. ~~the~~The ~~remaining~~pro ~~assets~~forma ofadjustments for the ~~ACME~~six ~~Acquired~~months ~~Stations~~ended June 30, ~~including~~2014 ~~the~~and ~~FCC~~2013 ~~licenses.~~reflect ~~The~~depreciation ~~aggregate~~expense, ~~purchase~~amortization ~~price~~of ~~for~~intangibles related to the ~~ACME~~fair ~~Acquired~~value ~~Stations~~adjustments ~~was~~of ~~$19~~the ~~million~~assets acquired, ofadditional ~~which~~interest weexpense ~~paid~~related ~~approximately~~to ~~$17.3~~the ~~million~~financing of the transaction and ~~KASY~~the ~~paid~~related ~~approximately~~tax ~~$1.7~~effects ~~million~~of the adjustments.

~~LIN~~In ~~Television~~connection ~~also~~with ~~agreed~~the toacquisition ~~provide~~of ~~certain~~Federated ~~services~~Media, towe ~~the~~and ~~ACME~~Federated ~~Acquired~~Media ~~Stations~~incurred ~~pursuant~~a tocombined ~~SSAs~~total ~~with~~of ~~KASY~~$0. ~~Under~~8 ~~the~~million ~~SSAs~~of ~~with~~transaction ~~KASY,~~related wecosts ~~provide~~primarily ~~administrative~~related to legal and ~~technical~~other professional services,. These ~~supporting~~costs ~~the~~were ~~business~~not ~~and~~included ~~operations~~in of the ~~ACME~~2014 ~~Acquired~~pro ~~Stations~~forma inamounts. ~~exchange~~The ~~for~~2013 ~~commissions~~pro ~~and~~forma ~~fees~~net ~~that~~income ~~provide~~was usadjusted ~~the~~to ~~benefit~~include ofthese ~~certain~~costs, ~~returns~~as ~~from~~they ~~the~~are ~~business~~directly ofattributable to the ~~ACME~~acquisition ~~Acquired~~of ~~Stations~~Federated Media.

~~The~~Note ~~following~~3 ~~table~~— ~~summarizes~~Intangible ~~the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and KASY in the acquisition (in thousands):~~Assets

Goodwill totaled $211 million and $203.5 million at June 30, 2014 and December 31, 2013, respectively. The change in the carrying amount of goodwill during the six months ended June 30, 2014 was as follows (in thousands):

Table of Contents

Current assets	$	1,656
	Goodwill
Non-current assets	1,968
Broadcast:
Other intangible assets	12,898
Balance as of December 31, 2013	$	185,237
Goodwill	5,331
Acquisitions	—
Non-current liabilities	(2,858		)
Balance as of June 30, 2014	$	185,237
Total	$	18,995
Digital:
Balance as of December 31, 2013	18,291
Acquisitions	7,440
Balance as of June 30, 2014	$	25,731
Total:
Balance as of December 31, 2013	$	203,528
Acquisitions	7,440
Balance as of June 30, 2014	$	210,968

~~Goodwill~~The offollowing ~~$65~~table ~~million~~summarizes ~~and $5.3 million is~~ the ~~excess~~carrying ofamounts ~~the aggregate purchase price over the fair value~~ of ~~the~~intangible ~~identifiable net~~ assets acquired, and primarily represents the benefits of synergies and economies of scale we expect to realize from the acquisitions of the television stations from New Vision and ACME, respectively. All of the goodwill recognized (in ~~connection with the acquisitions of New Vision and ACME is deductible for tax purposes.~~thousands):

Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the nine months ended September 30, 2013 were $105.5 million and $2.5 million, respectively.



	June 30, 2014					December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Broadcast licenses	$	536,515	$	—		$	536,515	$	—
Intangible assets subject to amortization ⁽¹⁾	98,673		(50,193		)	85,966		(38,917		)
Total	$	635,188	$	(50,193	)	$	622,481	$	(38,917	)

~~During~~(1) ~~the~~Intangible ~~three~~assets ~~and~~subject ~~nine months ended September 30, 2013, certain measurement period adjustments were made~~ to ~~the~~amortization ~~initial~~are ~~allocation~~amortized ~~performed~~on ina ~~the~~straight ~~fourth~~line ~~quarter~~basis ofand ~~2012~~primarily ~~for~~include ~~the~~network ~~New~~affiliations, ~~Vision~~acquired ~~acquisition~~customer and ~~the~~publisher ~~New~~relationships, ~~Vision~~completed ~~and~~technology, ~~ACME~~brand ~~acquisitions~~names, ~~respectively~~non-compete agreements, ~~which~~internal-use ~~were~~software, ~~not~~favorable ~~material~~operating toleases, ~~the~~and ~~consolidated~~retransmission ~~financial~~consent ~~statements~~agreements.

~~Pro~~Note ~~Forma~~4— ~~Information~~Debt

~~The~~LIN ~~following~~LLC ~~table~~guarantees ~~sets~~all ~~forth~~of ~~unaudited~~LIN ~~pro~~Television’s ~~forma~~debt. All ~~results~~ of ~~operations~~the asconsolidated of100% ~~September 30,~~owned ~~2012,~~subsidiaries ~~assuming~~of ~~that~~LIN ~~the~~Television ~~above~~fully ~~acquisitions~~and ofunconditionally ~~television~~guarantee ~~stations~~LIN ~~from~~Television’s ~~New~~senior ~~Vision~~secured ~~and~~credit ~~ACME~~facility, ~~along~~the ~~with~~83/8% ~~transactions~~Senior ~~necessary~~Notes todue ~~finance~~2018 (the ~~acquisitions~~“83/8% Senior Notes”), ~~occurred~~and onthe ~~January 1,~~63/8% ~~2011~~Senior Notes due 2021 (inthe ~~thousands~~“63/8% Senior Notes”): on a joint-and-several basis.

	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Net revenue	$	169,954	$	463,122
Net income	$	19,044	$	45,211
Basic income per common share attributable to LIN Media LLC	$	0.36	$	0.83
Diluted income per common share attributable to LIN Media LLC	$	0.35	$	0.81

Debt consisted of the following (in thousands):

This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses since January 1, 2011. The pro forma adjustments for the three and nine months ended September 30, 2012 reflect depreciation expense, amortization of intangibles and amortization of program contract costs related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing and transaction related costs and the related tax effects of the adjustments.



	June 30, 2014		December 31, 2013
Senior Secured Credit Facility:
Revolving credit loans	$	—	$	5,000
$112,500 and $118,750 Term loans, net of discount of $300 and $345 as June 30, 2014 and December 31, 2013, respectively	112,200		118,405
$312,600 and $314,200 Incremental term loans, net of discount of $1,515 and $1,684 as of June 30, 2014 and December 31, 2013, respectively	311,085		312,516
8³/₈% Senior Notes due 2018	200,000		200,000
6³/₈% Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,354		14,604
Other debt	3,585		4,167
Total debt	931,224		944,692
Less current portion	20,495		17,364
Total long-term debt	$	910,729	$	927,328

Nami Media, Inc.

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

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AsDuring ofthe ~~September~~three and six months ended June 30, ~~2013~~2014, we ~~believe~~paid ~~that~~$3.9 ~~achievement~~million ofand ~~the~~$7.9 ~~financial~~million, ~~targets~~respectively, isof ~~not~~principal ~~probable~~on the term loans and ~~therefore,~~incremental ~~have~~term ~~not~~loans ~~reflected~~related ~~these~~to ~~obligations~~mandatory inquarterly payments under our ~~consolidated~~senior ~~financial~~secured ~~statements~~credit facility, respectively.

InDuring ~~2014, if we do not purchase~~ the ~~remaining~~six ~~outstanding~~months ~~shares~~ended ofJune ~~Nami~~30, ~~Media by the date set forth in the purchase agreements~~2014, ~~the~~we ~~noncontrolling~~drew ~~interest~~$45 ~~holders~~million ~~have~~on ~~the right to purchase~~ our ~~interest~~revolving incredit ~~Nami~~facility ~~Media.~~to ~~The~~fund ~~purchase~~the ~~price~~acquisition of ~~these~~Federated ~~shares~~Media isas ~~based~~well onas ~~the~~normal ~~same~~operating ~~purchase~~activities. We ~~price~~subsequently ~~multiple~~made ~~described~~payments ~~above~~against ~~and~~these isborrowings, ~~exercisable~~resulting ~~only~~in ifan ~~the~~outstanding ~~2013~~balance ~~EBITDA~~on ~~target~~our isrevolving ~~not~~credit ~~met~~facility ~~and we do not elect to purchase the remaining interest. The fair value~~ of ~~this option is~~ zero ~~and no amounts related to these options are included in our consolidated financial statements~~ as of ~~September~~June 30, ~~2013 and December 31, 2012~~2014.

~~Note 3~~The —fair ~~Discontinued~~values ~~Operations~~of our long-term debt are estimated based on quoted market prices for the same or similar issues (Level 2 inputs of the three-level fair value hierarchy). The carrying amounts and fair values of our long-term debt were as follows (in thousands):

WWHO-TV



	June 30, 2014		December 31, 2013
Carrying amount	$	916,871	$	930,088
Fair value	942,968		954,255

OnNote ~~February 16,~~5 ~~2012,~~— weSegment completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH, to Manhan Media, Inc. During the nine months ended September 30, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).Reporting

~~WUPW-TV~~During the first quarter of 2014, we began operating under two operating segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites, and our Digital segment includes the operating results of the following digital companies; LIN Digital, LIN Mobile, Nami Media, HYFN, Dedicated Media, and Federated Media. Unallocated corporate expenses primarily include our costs to operate as a public company and to operate our corporate locations.

OnWe ~~April 21~~use earnings before interest, ~~2012~~taxes, wedepreciation ~~completed~~and ~~the~~amortization, ~~sale~~excluding non-recurring charges, restructuring charges, share-based compensation, loss or gain on sales of ~~substantially~~assets, ~~all~~and adjusting amortization of program rights to deduct cash paid for programming (“Adjusted EBITDA”) as the ~~assets~~primary offinancial ~~WUPW-TV~~measure reported to ~~WUPW, LLC.~~the ~~During~~chief executive officer (the ~~nine~~chief ~~months~~operating ~~ended~~decision ~~September 30~~maker) for use in assessing our operating segments’ operating performance. We believe that this measure is useful to investors because it eliminates significant non-cash expenses and non-recurring charges and as a result, ~~2012~~allows investors to better understand our operating segments’ performance. All adjustments to Adjusted EBITDA presented below to arrive at consolidated income before income taxes except for depreciation and amortization and cash paid for programming relate primarily to corporate activities. Cash paid for programming pertains only to our Broadcast segment. As a result, we ~~recorded~~have adisclosed ~~gain~~depreciation onand amortization by segment, as this is the ~~sale~~only ofadjustment ~~WUPW-TV~~to ofoperating ~~$18~~income ~~million~~that ~~($11~~the chief executive officer reviews on a segment basis.7 We ~~million,~~have ~~net~~retrospectively ofrecast ~~tax)~~prior period disclosures to reflect this change in our reportable segments.

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(in thousands)				(in thousands)
Net revenues:
Broadcast	$	155,581	$	143,509	$	297,296	$	275,460
Digital	33,184		20,837		57,710		29,878
Total net revenues	$	188,765	$	164,346	$	355,006	$	305,338

	Nine Months Ended September 30,
	2013						2012
	WWHO-TV		WUPW-TV		Total		WWHO-TV			WUPW-TV			Total
Net revenues	$	—	$	—	$	—	$	440		$	2,193		$	2,633
Operating loss	—		—		—		(393		)	(1,166		)	(1,559		)
Net loss	—		—		—		(252		)	(766		)	(1,018		)

The following table is a reconciliation of Adjusted EBITDA to consolidated income before provision for income taxes:

Note 4 —Investments

Joint Venture with NBCUniversal

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

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

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Note 5 — Intangible Assets



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)

Segment Adjusted EBITDA:
Broadcast	$	58,780		$	51,164		$	106,250		$	91,759
Digital	555			1,796			(338		)	1,960
Total segment Adjusted EBITDA	59,335			52,960			105,912			93,719
Unallocated corporate Adjusted EBITDA	(5,975		)	(5,189		)	(13,226		)	(9,808		)
Less:
Depreciation	11,087			11,320			21,773			22,958
Amortization of intangible assets	5,706			5,723			11,277			11,152
Amortization of program rights	6,788			7,152			13,381			14,937
Share-based compensation	2,039			2,587			4,346			4,528
Non-recurring⁽¹⁾and acquisition-related charges	1,925			1,960			6,484			5,011
Restructuring charge	—			391			—			2,523
Loss on sale of assets	5			87			99			182
Add:
Cash payments for programming	6,918			8,365			13,784			16,072
Operating income	32,728			26,916			49,110			38,692
Other expense:
Interest expense, net	14,150			14,428			28,359			28,299
Share of loss in equity investments	25			25			100			25
Other (income) expense, net	(101		)	84			(83		)	60
Total other expense, net	14,074			14,537			28,376			28,384
Consolidated income before provision for income taxes	$	18,654		$	12,379		$	20,734		$	10,308

Goodwill totaled $203.5 million and $192.5 million at September 30, 2013 and December 31, 2012, respectively. The change in the carrying amount of goodwill during the nine months ended September 30, 2013 was as follows (in thousands):_______________________________

	Goodwill
Balance as of December 31, 2012	$	192,514
Acquisitions	10,956
Balance as of September 30, 2013	$	203,470

⁽¹⁾Non-recurring charges for the three and six months ended June 30, 2014 primarily consist of expenses related to the Merger and non-recurring charges for the three and six months ended June 30, 2013 primarily consist of expenses related to the 2013 LIN LLC Merger.

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Operating income:
Broadcast	$	44,675		$	36,540		$	78,149		$	60,698
Digital	(1,422		)	740			(4,100		)	242
Unallocated corporate	(10,525		)	(10,364		)	(24,939		)	(22,248		)
Total operating income	$	32,728		$	26,916		$	49,110		$	38,692

	September 30, 2013					December 31, 2012
	Three Months Ended June 30,					Six Months Ended June 30,
	Gross CarryingAmount		AccumulatedAmortization			Gross CarryingAmount		AccumulatedAmortization
	2014		2013			2014		2013
Broadcast licenses	$	536,515	$	—		$	536,515	$	—
	(in thousands)					(in thousands)
Intangible assets subject to amortization (1)	86,606		(34,465		)	75,625		(16,071		)
Depreciation and amortization:
Total	$	623,121	$	(34,465	)	$	612,140	$	(16,071	)
Broadcast	$	14,218	$	15,846		$	28,354	$	32,110
Digital	1,981		1,036			3,756		1,677
Unallocated corporate	594		161			940		323
Total depreciation and amortization	$	16,793	$	17,043		$	33,050	$	34,110

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

There were no events during the nine months ended September 30, 2013 and September 30, 2012 that warranted an interim impairment test of our indefinite-lived intangible assets, including goodwill.

Note 6 — Debt

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

Debt consisted of the following (in thousands):

	September 30, 2013		December 31,2012
Senior Secured Credit Facility:
Revolving credit loans	$	—	$	—
$120,313 and $125,000 Term loans, net of discount of $368 and $435 as September 30, 2013 and December 31, 2012, respectively	119,945		124,565
$315,000 and $257,400 Incremental term loans, net of discount of $1,768 and $2,020 as of September 30,2013 and December 31, 2012, respectively	313,232		255,380
83/8% Senior Notes due 2018	200,000		200,000
63/8% Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,718		14,881
Other debt	4,457		5,401
Total debt	942,352		890,227
Less current portion	15,801		10,756
Total long-term debt	$	926,551	$	879,471

During the three and nine months ended September 30, 2013, we paid $2.4 million and $7.1 million, respectively, of principal on the term loans and incremental term loans related to mandatory quarterly payments under our senior secured credit facility.

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(in thousands)				(in thousands)
Capital expenditures:
Broadcast	$	4,368	$	5,640	$	8,305	$	11,369
Digital	1,247		884		2,386		1,683
Unallocated corporate	239		848		772		1,118
Total capital expenditures	$	5,854	$	7,372	$	11,463	$	14,170

During the nine months ended September 30, 2012, we recorded a loss on extinguishment of debt of $2.1 million to our consolidated statement of operations, consisting of a write-down of deferred financing fees and unamortized discount related to the redemption of our 6½% Senior Subordinated Notes and our 6½% Senior Subordinated Notes — Class B (“6½% Senior Subordinated Notes”).



	June 30,		December 31,
	2014		2013
	(in thousands)
Assets:
Broadcast	$	1,089,107	$	1,100,343
Digital	93,847		69,690
Unallocated corporate	62,622		46,817
Total assets	$	1,245,576	$	1,216,850

~~The~~Note ~~fair~~6 ~~values~~— ofRetirement ~~our~~Plans long-term debt are estimated based on quoted market prices for the same or similar issues (Level 2 inputs of the three-level fair value hierarchy). The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	September 30, 2013		December 31,2012
Carrying amount	$	927,634	$	875,346
Fair value	944,212		910,500

Note 7 — Fair Value Measurements

We record the fair value of certain financial assets and liabilities on a recurring basis. The following table summarizes the financial assets measured at fair value in the accompanying financial statements using the three-level fair value hierarchy as of September 30, 2013 and December 31, 2012 (in thousands):

	SignificantObservableInputs		SignificantUnobservableInputs
	(Level 2)		(Level 3)		Total
September 30, 2013:
Assets:
Deferred compensation related investments	$	678	$	3,075	$	3,753
December 31, 2012:
Assets:
Deferred compensation related investments	$	619	$	2,461	$	3,080

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

Note 8 — Retirement Plans

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net periodic pension (benefit) cost:
Interest cost	$	1,521		$	1,314		$	3,019		$	2,628
Expected return on plan assets	(1,782		)	(1,670		)	(3,540		)	(3,340		)
Amortization of net loss	254			428			569			856
Net periodic (benefit) cost	$	(7	)	$	72		$	48		$	144
Contributions:
401(k) Plan	$	1,003		$	1,092		$	2,145		$	2,424
Defined contribution retirement plans	33			35			72			84
Defined benefit retirement plans	1,333			1,416			2,680			2,713
Total contributions	$	2,369		$	2,543		$	4,897		$	5,221

See Note 10 — “Retirement Plans” in Item 15 of our 10-K for a full description of our retirement plans.

Note 7 — Restructuring

As of December 31, 2013, we had a restructuring accrual of $0.4 million related to severance and related costs as a result of the integration of the television stations acquired during 2012 as well as severance and related costs at some of our digital companies. During the six months ended June 30, 2014, we made cash payments of $0.3 million related to these restructuring actions. We expect to make cash payments of approximately $0.1 million during the remainder of the year with respect to such transactions.

The activity for these restructuring actions is as follows (in thousands):

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	Three Months Ended September 30,						Nine Months Ended September 30,
		Severance andRelated
	2013			2012			2013			2012
Balance as of December 31, 2013		$	423
Net periodic pension cost (benefit):
Charges		—
Interest cost	$	1,314		$	1,364		$	3,942		$	4,092
Payments		283
Expected return on plan assets	(1,670		)	(1,549		)	(5,010		)	(4,647		)
Balance as of June 30, 2014		$	140
Amortization of net loss	428			431			1,284			1,293
Net periodic cost	$	72		$	246		$	216		$	738
Contributions:
401(k) Plan	$	1,229		$	915		$	3,653		$	2,835
Defined contribution retirement plans	59			82			143			263
Defined benefit retirement plans	1,231			3,807			3,944			6,097
Total contributions	$	2,519		$	4,804		$	7,740		$	9,195

~~See~~ Note 118 — ~~“Retirement~~Income ~~Plans” in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2012 for a full description of our retirement plans.~~Taxes

We recorded a provision for income taxes of $7.8 million and $8.8 million for the three and six months ended June 30, 2014, respectively, compared to a provision from income taxes of $5.2 million and $4.2 million for the three and six months ended June 30, 2013, respectively. The provision for income taxes for the three and six months ended June 30, 2014 was primarily a result of our $18.7 million and $20.7 million income from operations before taxes during the three and six months ended June 30, 2014, respectively. Our effective income tax rate was 42.5% and 40.4% for the six months ended June 30, 2014 and June 30, 2013, respectively. The increase in the effective income tax rate was primarily a result of an increase in state taxes, net of federal benefit, due to an increase in income from operations before taxes as compared to the same periods in the prior year. We expect our effective income tax rate to range between 40% and 42% during the remainder of 2014.

During the first quarter of 2013, approximately $162.8 million of short term deferred tax liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 2013 LIN LLC Merger on July 30, 2013, $131.5 million of this tax liability was extinguished, resulting in a remaining tax liability of approximately $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this liability during the fourth quarter of 2013. For further discussion regarding the income tax effects of the JV Sale Transaction and the 2013 LIN LLC Merger, see Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies” and Note 13 — “Commitments and Contingencies” to our consolidated financial statements in our 10-K.

Note 9 — Commitments and Contingencies

Contingencies

GECC Guarantee and the 2013 LIN LLC Merger

As further described in Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies," pursuant to the JV Sale Transaction, LIN Television made a $100 million capital contribution to SVH and in turn, was released from the GECC Guarantee as well as any further obligations related to any shortfall funding agreements between LIN Television and SVH.

In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment.

As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards, we had an approximate $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the 2013 LIN LLC Merger. We made state and federal tax payments to settle the remaining liability of $31.3 million during the fourth quarter of 2013.

For further discussion of the GECC Guarantee and the 2013 LIN LLC Merger, refer to Note 13 - "Commitments and Contingencies" to our consolidated financial statements in our 10-K.

The Merger

During the next 12 months and through the completion of the Merger, we expect to incur approximately $3 - $4 million of legal and professional fees associated with the transaction and related financing. Contingent upon the consummation of the Merger and dependent upon the price of Media General's Class A common stock on the date of consummation, we will incur an advisory fee payable to J.P. Morgan Securities LLC, which we expect will be funded from the proceeds of Media General’s transaction financing. Based on the price of Media General's Class A common stock as of August 6, 2014, this advisory fee is estimated to be approximately $23 million, of which $1.5 million has already been paid. This advisory fee is contingent upon the consummation of the Merger and is not earned by JP Morgan until the Merger occurs. As of the date of this report, none of the necessary approvals or consents have been obtained from the FCC or the shareholders of Media General or LIN and as a

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~~Note~~result, 9there —is ~~Restructuring~~no assurance that the Merger and the corresponding advisory fee to be paid to JP Morgan will occur. As a result we do not deem the payment of the advisory fee to be probable and accordingly, did not record an obligation for this amount as of June 30, 2014.

~~During~~Litigation the three and nine months ended September 30, 2013, we recorded a restructuring charge of $0.5 million and $3.0 million, respectively, primarily related to severance and related costs as a result of the integration of the television stations acquired during 2012. During the three and nine months ended September 30, 2013, we made cash payments of $0.4 million and $2.8 million, respectively, related to these restructuring actions. We expect to make cash payments of approximately $0.2 million during the remainder of 2013 related to these restructuring activities.

~~Also,~~We ~~during~~are ~~the~~involved ~~year~~in ~~ended~~various ~~December 31,~~claims ~~2012,~~and welawsuits ~~recorded~~that aare ~~restructuring~~generally ~~charge~~incidental ofto $2our business.4 ~~million~~We asare avigorously ~~result~~contesting all of ~~the~~these ~~consolidation~~matters. The outcome of ~~certain~~any ~~activities~~current ator ~~our~~future ~~stations~~litigation cannot be accurately predicted. ~~During~~ ~~the~~We ~~nine~~record ~~months~~accruals ~~ended~~for ~~September 30,~~such ~~2013,~~contingencies to the extent that we ~~made~~conclude ~~cash~~it ~~payments~~is probable that a liability has been incurred and the amount of $0the loss can be reasonably estimated.7 ~~million~~No ~~related~~estimate toof ~~these~~the ~~restructuring~~possible ~~actions. We~~loss door ~~not~~range ~~expect~~of toloss ~~make~~can ~~significant~~be ~~cash~~made ~~payments~~at ~~during~~this time because the ~~remainder~~inherently unpredictable nature of ~~the~~legal ~~year~~proceedings ~~with~~may ~~respect~~be toexacerbated ~~such~~by ~~transactions~~various factors, asincluding: (i) the ~~majority~~damages ofsought in the ~~restructuring~~proceedings ~~activities~~ are unsubstantiated or indeterminate; (ii) discovery is not complete; as(iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a wide range of potential outcomes. Although the ~~date~~outcome of ~~this~~these ~~report~~and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

	Severance andRelated
Balance as of December 31, 2012	$	717
Charges	2,991
Payments	(3,474		)
Balance as of September 30, 2013	$	234

Following the announcement on March 21, 2014 of the execution of the Merger Agreement, three complaints were filed in the Delaware Court of Chancery challenging the proposed acquisition of LIN LLC: Sciabacucchi v. Lin Media LLC, et al. (C.A. No. 9530CB), International Union of Operating Engineers Local 132 Pension Fund v. Lin Media LLC, et al. (C.A. No.9538CB), and Pryor v. Lin Media LLC, et al. (C.A. No. 9577CB). The litigations are putative class actions filed on behalf of the public stockholders of LIN LLC and name as defendants LIN LLC, our directors, Media General, New Holdco, Merger Sub 1 and Merger Sub 2 and HM Capital Partners LLC and several of our alleged affiliates (Hicks, Muse, Tate & Furst Equity Fund III, L.P.; HM3 Coinvestors, L.P.; Hicks, Muse, Tate & Furst Equity Fund IV, L.P.; Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P.; HM4EQ Coinvestors, L.P.; Hicks, Muse & Co. Partners, L.P.; Muse Family Enterprises, Ltd.; and JRM Interim Investors, L.P. (together with HM Capital Partners LLC and individual director defendant John R. Muse, which we collectively refer to as “HMC”)).

~~Note~~On 10April —18, ~~Income~~2014, ~~Taxes~~the plaintiff in Engineers Local 132 Pension Fund voluntarily dismissed that action without prejudice and, on April 21, 2014, the Court approved the dismissal.

WeThe ~~recorded~~operative acomplaints ~~benefit~~generally ~~from~~allege ~~income~~that ~~taxes~~the ofindividual ~~$139.3~~defendants ~~million~~breached ~~and~~their ~~$135.2~~fiduciary ~~million~~duties ~~for~~in ~~the~~connection ~~three~~with their consideration and ~~nine~~approval ~~months~~of ~~ended~~the ~~September 30~~Merger, ~~2013,~~that ~~respectively,~~the ~~compared~~entity todefendants aaided ~~provision~~and ~~for~~abetted ~~income~~those ~~taxes~~breaches ofand ~~$11.2~~that ~~million~~individual ~~and~~director ~~$24.1~~defendant ~~million~~Royal ~~for~~W. ~~the~~Carson ~~three~~III and ~~nine~~HMC ~~months~~breached ~~ended~~their ~~September 30,~~fiduciary ~~2012,~~duties ~~respectively. The~~as ~~benefit~~controlling ~~from~~shareholders ~~income~~of ~~taxes~~LIN ~~for~~LLC ~~the~~by ~~three~~causing ~~and~~LIN ~~nine~~LLC ~~months~~to ~~ended~~enter ~~September~~into 30the Merger, ~~2013~~which ~~was~~plaintiffs ~~primarily~~allege awill ~~result~~provide ofdisparate aconsideration ~~$124~~to HMC.6 The ~~million~~complaints ~~discrete~~seek, ~~tax~~among ~~benefit~~other ~~recognized~~things, asdeclaratory aand ~~result~~injunctive ofrelief enjoining the Merger. asOn ~~well~~April as25, an2014, ~~$18.2~~the ~~million~~plaintiff ~~discrete~~in ~~tax~~the ~~benefit~~Sciabacucchi ~~recognized~~action asfiled aan ~~result~~amended ofcomplaint, and the ~~reversal~~plaintiffs ofin athe ~~state~~Sciabacucchi ~~valuation~~and ~~allowance~~Pryor ~~further~~actions ~~described~~each ~~below. Our~~filed ~~effective~~a ~~income~~motion ~~tax~~for ~~rate~~an ~~was~~expedited hearing on the plaintiff’s (~~772.2~~yet-to-be filed)% ~~and~~motion ~~37.5%~~ for ~~the~~a ~~nine~~permanent ~~months~~injunction ~~ended~~to ~~September 30,~~enjoin ~~2013~~the ~~and September 30~~Merger, ~~2012~~requesting, ~~respectively. The~~among ~~change~~other inthings, that the ~~effective~~Court ~~income~~set ~~tax~~a ~~rate~~permanent ~~was~~injunction ~~primarily~~hearing ~~due~~for toSeptember 2014. On April 30, 2014, the ~~tax~~plaintiffs ~~benefits~~in ~~discussed~~the ~~above. We~~Sciabacucchi ~~expect~~and ~~our~~Pryor ~~effective~~actions ~~income~~filed ~~tax~~a ~~rate~~stipulation to ~~range~~consolidate ~~between~~the ~~42%~~two ~~and~~actions, ~~44%~~which ~~during~~was approved by the ~~remainder~~Court ofon ~~2013.~~May 1, 2014.

AsOn ofMay ~~December 31~~15, ~~2012~~2014, weplaintiffs ~~had~~in ~~a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During~~ the ~~third~~consolidated ~~quarter~~action ofsent ~~2013,~~a ~~after~~letter ~~evaluating our ability~~ to ~~recover certain net operating loss carryforwards due to~~ the ~~change~~Court inwithdrawing ~~tax structure as a result of~~ the ~~Merger,~~pending wemotion ~~determined that we will more likely than not be able~~ to ~~realize these deferred tax assets~~expedite. ~~As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.~~

AsThe aoutcome ~~result~~ of the ~~JV Sale~~lawsuit ~~Transaction,~~is weuncertain ~~recognized $27.5 million~~ and ~~$0.9~~cannot ~~million~~be ofpredicted ~~incremental~~with ~~short-term~~any ~~deferred federal and state tax liabilities, respectively~~certainty. ~~The~~An ~~financial~~adverse ~~impact~~judgment ~~of the JV Sale Transaction and corresponding tax expense of $28.4 million was reflected in our consolidated financial statements~~ for ~~the~~monetary ~~year~~damages ~~ended~~could ~~December 31,~~have ~~2012. During the first quarter of 2013, approximately $163 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As~~ a ~~result~~material ofadverse ~~the~~effect ~~close of the Merger~~ on ~~July 30,~~our ~~2013,~~operations ~~$132~~and liquidity.5 ~~million~~An ofadverse ~~this~~judgment ~~tax~~granting ~~liability~~permanent ~~was~~injunctive ~~extinguished,~~relief ~~resulting~~could inindefinitely aenjoin ~~remaining~~completion ~~tax liability~~ of ~~approximately $30.5 million associated with~~ the ~~JV Sale Transaction. For further discussion regarding the JV Sale Transaction and the~~ Merger~~, see Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies” and Note 11 — “Commitments and Contingencies~~.”

Note 11 — Commitments and Contingencies

We lease land, buildings, vehicles and equipment pursuant to non-cancelable operating lease agreements and we contract for general services pursuant to non-cancelable operating agreements that expire at various dates through 2036. In addition, we have entered into commitments for future syndicated entertainment and sports programming. Future payments for these non-cancelable operating leases and agreements, and future payments associated with syndicated television programs as of September 30, 2013 are as follows (in thousands):

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Year	Operating Leasesand Agreements		SyndicatedTelevisionProgramming			Total
2013	$	10,401	$	12,918	(1)	$	23,319
2014	37,515		24,221			61,736
2015	29,663		19,112			48,775
2016	13,845		12,195			26,040
2017	11,699		2,499			14,198
Thereafter	10,893		367			11,260
Total obligations	$	114,016	$	71,312		$	185,328

Note 10 — Subsequent Event

~~(1)~~On ~~Includes~~August $11.5, ~~million~~2014, we received notice from CBS Television Network, a division of ~~program~~CBS ~~obligations~~Inc. ~~recorded~~that it will not renew the network affiliation agreement for WISH-TV in Indianapolis, Indiana when that agreement expires on ~~our~~December ~~consolidated~~31, ~~balance~~2014. We ~~sheet~~are ascurrently evaluating the impact of ~~September~~this 30event, ~~2013~~including assessing the recoverability of the carrying value of the intangible assets associated with this television station.

~~Contingencies~~Note 11 — Condensed Consolidating Financial Statements

~~GECC~~LIN ~~Guarantee~~Television, a 100% owned subsidiary of LIN LLC, is the primary obligor of our senior secured credit facility, our 83/8% Senior Notes and our 63/8% Senior Notes, which are further described in Note 4 — “Debt”. LIN LLC fully and unconditionally guarantees all of LIN Television’s debt on a joint-and-several basis. Additionally, all of the ~~Merger~~consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, our 83/8% Senior Notes and our 63/8% Senior Notes on a joint-and-several basis, subject to customary release provisions. There are certain contractual restrictions on LIN Television’s ability to obtain funds in the form of dividends or loans from the non-guarantor subsidiaries.

~~GECC~~The ~~provided~~following ~~secured~~condensed ~~debt~~consolidating ~~financing~~financial ~~for~~statements present the ~~joint~~consolidated ~~venture~~balance ~~between NBCUniversal and us~~sheets, inconsolidated ~~the~~statements ~~form~~ of anoperations, ~~$815.5~~consolidated ~~million~~statements ~~non-amortizing senior secured note due 2023 bearing interest at an initial rate~~ of 8%comprehensive ~~per~~income ~~annum until March 1, 2013~~ and 9%consolidated ~~per~~statements ~~annum thereafter. The GECC Note was an obligation~~ of ~~the~~cash ~~joint~~flows ~~venture. As~~ of ~~December 31,~~LIN ~~2012~~LLC, weLIN ~~had~~Television, aas ~~20.38%~~the ~~equity~~issuer, ~~interest in~~ the ~~joint~~guarantor ~~venture~~subsidiaries, and ~~NBCUniversal had~~ the ~~remaining~~non-guarantor ~~79.62%~~subsidiaries ~~equity~~of ~~interest,~~LIN inTelevision ~~which we~~ and ~~NBCUniversal~~the ~~each~~elimination ~~had~~entries anecessary ~~50%~~to ~~voting~~consolidate ~~interest.~~or ~~NBCUniversal~~combine ~~operated~~the ~~two~~issuer ~~television~~with ~~stations,~~the ~~KXAS-TV,~~guarantor ~~an NBC affiliate in Dallas,~~ and ~~KNSD~~non-~~TV,~~guarantor ~~an NBC affiliate in San Diego, pursuant to a management agreement~~subsidiaries. These ~~LIN~~statements TVare ~~had~~presented ~~previously~~in ~~guaranteed~~accordance with the ~~payment~~disclosure ofrequirements ~~principal~~under ~~and~~SEC ~~interest~~Regulation S-X ~~on the GECC Note~~Rule 3-10.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the transactions contemplated by the Transaction Agreement with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH. The Transaction Agreement effected a series of transactions whereby in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations relating to the shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1. The Transaction Agreement contains certain indemnifications and obligations with respect to representations and warranties; however, we do not anticipate that such obligations will result in any material liability to the Company.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012, because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards, we had an approximate $163 million income tax payable remaining, $132.5 million of which was extinguished as a result of the Merger described below.

On February 12, 2013, we also announced that LIN TV entered into the Merger Agreement with LIN LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of LIN TV. On July 30, 2013, the shareholders of LIN TV approved the Merger and pursuant to the Merger Agreement, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and that change in classification was treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock at the consummation of the Merger, LIN TV realized a capital loss of approximately $344 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of this stock as of July 30, 2013.

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~~The~~Condensed ~~capital~~Consolidating ~~loss~~Balance realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and as a result, we realized tax savings of $132.5 million, resulting in a remaining tax liability of $30.5 million associated with the JV Sale Transaction. We made estimated state and federal tax payments to settle $29 million of this tax liability during October 2013 and expect to fund the remaining liability when it becomes due in November 2013. Sheet

~~Litigation~~As of June 30, 2014

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. The outcome of any current or future litigation cannot be accurately predicted. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss can be made at this time because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including: (~~i) the damages sought~~ in ~~the proceedings are unsubstantiated or indeterminate; (ii~~thousands) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a wide range of potential outcomes. Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

Note 12 — Condensed Consolidating Financial Statements



	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	421	$	16,666	$	1,227	$	1,402	$	—		$	19,716
Marketable securities	980		—		—		—		—			980
Accounts receivable, net	—		86,727		46,348		21,040		—			154,115
Deferred income tax assets	—		5,711		1,628		71		—			7,410
Other current assets	—		18,629		2,236		1,577		—			22,442
Total current assets	1,401		127,733		51,439		24,090		—			204,663
Property and equipment, net	—		178,333		34,701		4,328		—			217,362
Deferred financing costs	—		14,782		—		79		—			14,861
Goodwill	—		169,492		25,958		15,518		—			210,968
Broadcast licenses	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		24,174		12,098		12,208		—			48,480
Advances to consolidated subsidiaries	2,284		11,652		960,653		—		(974,589		)	—
Investment in consolidated subsidiaries	117,017		1,541,939		—		—		(1,658,956		)	—
Other assets	—		52,939		2,845		1,386		(44,443		)	12,727
Total assets	$	120,702	$	2,121,044	$	1,581,508	$	100,310	$	(2,677,988	)	$	1,245,576

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	19,248	$	—	$	1,247	$	—		$	20,495
Accounts payable	—		3,623		8,738		4,938		—			17,299
Income taxes payable	—		147		316		—		—			463
Accrued expenses	—		52,524		10,921		4,138		—			67,583
Program obligations	—		4,885		800		1,283		—			6,968
Total current liabilities	—		80,427		20,775		11,606		—			112,808
Long-term debt, excluding current portion	—		908,247		—		2,482		—			910,729
Deferred income tax liabilities	—		26,049		35,062		468		—			61,579
Program obligations	—		2,177		140		1,242		—			3,559
Intercompany liabilities	—		962,937		—		11,652		(974,589		)	—
Other liabilities	—		24,190		148		44,522		(44,443		)	24,417
Total liabilities	—		2,004,027		56,125		71,972		(1,019,032		)	1,113,092

Redeemable noncontrolling interest	—		—		—		9,905		—			9,905
												—
Total shareholders’ equity (deficit)	120,702		117,017		1,525,383		16,556		(1,658,956		)	120,702
Noncontrolling interest	—		—		—		1,877		—			1,877
Total equity (deficit)	120,702		117,017		1,525,383		18,433		(1,658,956		)	122,579

Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)	$	120,702	$	2,121,044	$	1,581,508	$	100,310	$	(2,677,988	)	$	1,245,576

LIN Television, a 100% owned subsidiary of LIN LLC, is the primary obligor of our senior secured credit facility, our 83/8% Senior Notes and our 63/8% Senior Notes, which are further described in Note 6 — “Debt”. LIN LLC fully and unconditionally guarantees all of LIN Television’s debt on a joint-and-several basis. Additionally, all of the consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, our 83/8% Senior Notes and our 63/8% Senior Notes on a joint-and-several basis, subject to customary release provisions. There are certain contractual restrictions on LIN Television’s ability to obtain funds in the form of dividends or loans from the non-guarantor subsidiaries.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of LIN LLC, LIN Television, as the issuer, the guarantor subsidiaries, and the non-guarantor subsidiaries of LIN Television and the elimination entries necessary to consolidate or combine the issuer with the guarantor and non-guarantor subsidiaries. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X Rule 3-10.

The condensed consolidating balance sheet as of December 31, 2012, has been revised to correct certain immaterial errors relating to intercompany balances. The revisions comprise a $4.3 million decrease in advances to subsidiaries lines in the LIN Television and the Guarantor Subsidiaries columns, a $4.3 million decrease in intercompany liabilities in the LIN Television and Non-Guarantor Subsidiaries columns, a $4.3 million decrease in the Total Members’ (deficit) equity line of the Guarantor column, and a $4.3 million increase in the Total Members’ (deficit) equity line of the Non-Guarantor column.

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Condensed Consolidating Balance Sheet

As of ~~September~~December 3031, 2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
ASSETS
Current assets:
Cash and cash equivalents	$	~~2,000~~—	$	2310,~~702~~313	$	23	$	2,~~013~~209	$	—		$	2712,~~717~~525
Accounts receivable, net	—		8488,~~913~~905		2939,~~236~~416		1716,~~011~~988		—			~~131~~145,~~160~~309
Deferred income tax assets	—		25,~~754~~818		~~808~~1,080		—		—			36,~~562~~898
Other current assets	—		412,~~369~~264		~~931~~1,049		1,~~770~~888		—			715,~~070~~201
Total current assets	~~2,000~~—		~~115~~117,~~738~~300		3041,~~977~~548		2021,~~794~~085		—			~~169~~179,~~509~~933
Property and equipment, net	—		~~185~~180,~~895~~480		3635,~~505~~752		54,~~022~~846		—			~~227~~221,~~422~~078
Deferred financing costs	—		1716,~~159~~357		—		9791		—			1716,~~256~~448
Goodwill	—		169,492		18,518		15,~~460~~518		—			203,~~470~~528
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Broadcast licenses	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		3531,~~562~~303		21,~~074~~840		1413,~~505~~906		—			5247,~~141~~049
Advances to consolidated subsidiaries	—1,900		67,~~390~~764		1968,~~050,764~~728		—		(1978,~~057,154~~392		)	—
Investment in consolidated subsidiaries	7387,~~095~~227		1,~~587~~534,~~537~~600		—		—		(1,~~660~~621,~~632~~827		)	—
Other assets	—		5152,~~510~~778		2,~~690~~688		1,~~318~~276		(44,443		)	1112,~~075~~299
Total assets	$	7589,~~095~~127	$	2,~~169~~110,~~283~~074	$	1,~~635~~562,~~342~~888	$	99,~~897~~423	$	(2,~~762~~644,~~229~~662	)	$	1,~~217~~216,~~388~~850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND MEMBERS’ EQUITY
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	1416,~~544~~112	$	—	$	1,~~257~~252	$	—		$	1517,~~801~~364
Accounts payable	—		54,~~970~~185		45,~~039~~339		34,~~063~~478		—			1314,~~072~~002
Income taxes payable	—		~~4,019~~749		~~27,000~~671		—		—			311,~~019~~420
Accrued expenses	—		4342,~~118~~570		56,~~564~~254		2,~~306~~872		—			5051,~~988~~696
Program obligations	—		54,~~313~~711		1,~~023~~013		1,~~597~~303		—			7,~~933~~027
Total current liabilities	—		7268,~~964~~327		3713,~~626~~277		89,~~223~~905		—			~~118~~91,~~813~~509
Long-term debt, excluding current portion	—		~~923~~924,~~146~~223		—		3,~~405~~105		—			~~926~~927,~~551~~328
Deferred income tax liabilities	—		1130,~~833~~013		3133,~~231~~824		~~1,118~~849		—			4464,~~182~~686
Program obligations	—		12,~~846~~505		~~220~~217		1,~~531~~424		—			34,~~597~~146
Intercompany liabilities	78—		1970,~~050,686~~628		—		67,~~390~~764		(1978,~~057,154~~392		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	—		—		—		—		—			—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Other liabilities	—		37,635		73		44,443		(44,443		)	37,708
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Total liabilities	78		2,098,110		69,150		65,110		(1,101,597		)	1,130,851
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
Redeemable noncontrolling interest	—		—		—		13,442		—			13,442
Total shareholders’ equity (deficit)	89,127		87,227		1,515,512		19,088		(1,621,827		)	89,127
												—
Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
Total members’ equity	75,017		71,173		1,566,192		21,345		(1,660,632		)	73,095
Total liabilities, redeemable noncontrolling interest and members’ equity	$	75,095	$	2,169,283	$	1,635,342	$	99,897	$	(2,762,229	)	$	1,217,388

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Condensed Consolidating ~~Balance~~Statement ~~Sheet~~of Operations

AsFor ofthe ~~December~~Three Months Ended June 3130, ~~2012~~2014

(in thousands)

	LIN Media LLC			LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
ASSETS
Net revenues	$	—		$	116,976		$	61,410		$	18,075		$	(7,696	)	$	188,765
Current assets:
Operating expenses:
Cash and cash equivalents	$	—		$	44,625		$	573		$	1,109		$	—		$	46,307
Direct operating	—			39,936			27,800			11,044			(3,293		)	75,487
Accounts receivable, net	—			87,103			31,144			7,903			—			126,150
Selling, general and administrative	—			29,521			13,670			5,497			(380		)	48,308
Deferred income tax assets	—			67,412			—			97			(67,509		)	—
Amortization of program rights	—			5,026			1,355			407			—			6,788
Other current assets	—			4,850			554			1,459			—			6,863
Corporate	352			8,253			51			—			—			8,656
Total current assets	—			203,990			32,271			10,568			(67,509		)	179,320
Depreciation	—			9,103			1,661			323			—			11,087
Property and equipment, net	—			197,125			39,534			4,832			—			241,491
Amortization of intangible assets	—			3,555			790			1,361			—			5,706
Deferred financing costs	—			19,020			—			115			—			19,135
Loss (gain) from asset dispositions	—			18			(1		)	(12		)	—			5
Goodwill	—			169,492			18,518			4,504			—			192,514
Operating (loss) income	(352		)	21,564			16,084			(545		)	(4,023		)	32,728
Broadcast licenses, net	—			—			493,814			42,701			—			536,515
Other (income) expense:
Other intangible assets, net	—			48,897			2,775			7,882			—			59,554
Interest expense, net	—			14,099			—			51			—			14,150
Advances to consolidated subsidiaries	—			6,746			1,345,971			—			(1,352,717		)	—
Share of loss in equity investments	—			25			—			—			—			25
Investment in consolidated subsidiaries	—			1,554,903			—			—			(1,554,903		)	—
Intercompany fees and expenses	(271		)	7,586			(7,723		)	158			250			—
Other assets	—			53,987			2,552			1,626			(45,280		)	12,885
Other, net	—			(108		)	7			—			—			(101		)
Total assets	$	—		$	2,254,160		$	1,935,435		$	72,228		$	(3,020,409	)	$	1,241,414
Total other (income) expense, net	(271		)	21,602			(7,716		)	209			250			14,074
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND MEMBERS’ (DEFICIT) EQUITY
(Loss) income before (benefit from) provision for income taxes	(81		)	(38		)	23,800			(754		)	(4,273		)	18,654
Current liabilities:
(Benefit from) provision for income taxes	—			(1,631		)	9,520			(101		)	—			7,788
Current portion of long-term debt	$	—		$	9,243		$	—		$	1,513		$	—		$	10,756
Net (loss) income	(81		)	1,593			14,280			(653		)	(4,273		)	10,866
Accounts payable	—			14,335			3,385			1,235			—			18,955
Equity in income (loss) from operations of consolidated subsidiaries	11,408			10,065			—			—			(21,473		)	—
Income taxes payable	—			372			394			—			—			766
Net income (loss)	11,327			11,658			14,280			(653		)	(25,746		)	10,866
Accrued expenses	—			37,020			115,605			621			—			153,246
Net loss attributable to noncontrolling interests	—			—			—			(461		)	—			(461		)
Deferred income tax liabilities	—			—			235,728			—			(67,509		)	168,219
Net income (loss) attributable to LIN Media LLC	$	11,327		$	11,658		$	14,280		$	(192	)	$	(25,746	)	$	11,327
Program obligations	—			7,479			1,106			2,185			—			10,770
Total current liabilities	—			68,449			356,218			5,554			(67,509		)	362,712
Long-term debt, excluding current portion	—			875,512			—			3,959			—			879,471
Deferred income tax liabilities	—			10,910			29,000			646			—			40,556
Program obligations	—			2,222			92			1,967			—			4,281
Intercompany liabilities	—			1,345,971			3,842			2,904			(1,352,717		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	91,564			—			—			—			(91,564		)	—
Other liabilities	—			42,660			56			45,280			(45,280		)	42,716
Total liabilities	91,564			2,345,724			389,208			60,310			(1,557,070		)	1,329,736
Redeemable noncontrolling interest	—			—			—			3,242			—			3,242
Total members’ (deficit) equity	(91,564		)	(91,564		)	1,546,227			8,676			(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and members’ (deficit) equity	$	—		$	2,254,160		$	1,935,435		$	72,228		$	(3,020,409	)	$	1,241,414

Table of Contents

Condensed Consolidating Statement of ~~Operations~~Comprehensive Income

For the Three Months Ended ~~September~~June 30, ~~2013~~2014

(in thousands)

	LIN Media LLC			LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net revenues	$	—		$	106,982		$	45,335		$	14,458		$	(3,665	)	$	163,110
Net income (loss)	$	11,327		$	11,658		$	14,280		$	(653	)	$	(25,746	)	$	10,866
Operating expenses:
Amortization of pension net losses, net of tax of $101	154			154			—			—			(154		)	154
Direct operating	—			37,105			17,973			9,532			(2,106		)	62,504
Comprehensive income (loss)	11,481			11,812			14,280			(653		)	(25,900		)	11,020
Selling, general and administrative	—			27,223			10,785			3,351			(40		)	41,319
Comprehensive loss attributable to noncontrolling interest	—			—			—			(461		)	—			(461		)
Amortization of program rights	—			5,695			1,382			528			—			7,605
Comprehensive income (loss) attributable to LIN Media LLC	$	11,481		$	11,812		$	14,280		$	(192	)	$	(25,900	)	$	11,481
Corporate	277			10,405			—			—			—			10,682
Depreciation	—			9,285			1,788			356			—			11,429
Amortization of intangible assets	—			4,430			234			1,222			—			5,886
Restructuring	—			468			—			—			—			468
Loss from asset dispositions	—			(8		)	(1		)	—			—			(9		)
Operating (loss) income	(277		)	12,379			13,174			(531		)	(1,519		)	23,226
Other expense (income):
Interest expense, net	—			14,146			—			(67		)	(103		)	13,976
Intercompany fees and expenses	—			7,891			(8,102		)	211			—			—
Other, net	—			2,053			1			1			—			2,055
Total other expense (income), net	—			24,090			(8,101		)	145			(103		)	16,031
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(277		)	(11,711		)	21,275			(676		)	(1,416		)	7,195
(Benefit from) provision for income taxes				(147,671		)	8,510			(152		)	—			(139,313		)
Net (loss) income from continuing operations	(277		)	135,960			12,765			(524		)	(1,416		)	146,508
Equity in income (loss) from operations of consolidated subsidiaries	147,215			11,255			—						(158,470		)	—
Net income (loss)	146,938			147,215			12,765			(524		)	(159,886		)	146,508
Net loss attributable to noncontrolling interests	—			—			—			(430		)	—			(430		)
Net income (loss) attributable to LIN Media LLC	$	146,938		$	147,215		$	12,765		$	(94	)	$	(159,886	)	$	146,938

Table of Contents

Condensed Consolidating Statement of ~~Comprehensive Income~~Operations

For the ~~Three~~Six Months Ended ~~September~~June 30, ~~2013~~2014

(in thousands)

	LIN Media LLC			LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net income (loss)	$	146,938		$	147,215		$	12,765		$	(524	)	$	(159,886	)	$	146,508
Net revenues	$	—		$	219,478		$	112,264		$	35,400		$	(12,136	)	$	355,006
Amortization of pension net losses, net of tax of $169	259			259			—			—			(259		)	259
Operating expenses:				0			0
Comprehensive income (loss)	147,197			147,474			12,765			(524		)	(160,145		)	146,767
Direct operating	—			78,659			49,968			22,411			(6,117		)	144,921
Comprehensive loss attributable to noncontrolling interest	—			—			—			(430		)	—			(430		)
Selling, general and administrative	—			57,504			25,842			10,410			(508		)	93,248
Comprehensive income (loss) attributable to LIN Media LLC	$	147,197		$	147,474		$	12,765		$	(94	)	$	(160,145	)	$	147,197
Amortization of program rights	—			9,725			2,804			852			—			13,381
Corporate	704			20,409			84			—			—			21,197
Depreciation	—			17,823			3,314			636			—			21,773
Amortization of intangible assets	—			7,129			1,478			2,670			—			11,277
(Gain) loss from asset dispositions	—			(24		)	135			(12		)	—			99
Operating (loss) income	(704		)	28,253			28,639			(1,567		)	(5,511		)	49,110
Other (income) expense:
Interest expense, net	—			28,268			—			91			—			28,359
Share of loss in equity investments				100			—			—			—			100
Intercompany fees and expenses	(541		)	15,316			(15,549		)	274			500			—
Other, net	—			(94		)	11			—			—			(83		)
Total other (income) expense, net	(541		)	43,590			(15,538		)	365			500			28,376
(Loss) income before (benefit from) provision for income taxes	(163		)	(15,337		)	44,177			(1,932		)	(6,011		)	20,734
(Benefit from) provision for income taxes	—			(8,410		)	17,671			(452		)	—			8,809
Net (loss) income	(163		)	(6,927		)	26,506			(1,480		)	(6,011		)	11,925
Equity in income (loss) from operations of consolidated subsidiaries	13,147			20,574			—			—			(33,721		)	—
Net income (loss)	12,984			13,647			26,506			(1,480		)	(39,732		)	11,925
Net loss attributable to noncontrolling interests	—			—			—			(1,059		)	—			(1,059		)
Net income (loss) attributable to LIN Media LLC	$	12,984		$	13,647		$	26,506		$	(421	)	$	(39,732	)	$	12,984

Table of Contents

Condensed Consolidating Statement of ~~Operations~~Comprehensive Income

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~2014

(in thousands)

	LIN Media LLC			LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net revenues	$	—		$	311,221		$	130,972		$	35,841		$	(9,586	)	$	468,448
Net income (loss)	$	12,984		$	13,647		$	26,506		$	(1,480	)	$	(39,732	)	$	11,925
Operating expenses:
Amortization of pension net losses, net of tax of $225	345			345			—			—			(345		)	345
Direct operating	—			108,313			54,886			22,825			(5,329		)	180,695
Comprehensive income (loss)	13,329			13,992			26,506			(1,480		)	(40,077		)	12,270
Selling, general and administrative	—			80,611			30,008			8,341			(303		)	118,657
Comprehensive loss attributable to noncontrolling interest	—			—			—			(1,059		)	—			(1,059		)
Amortization of program rights	—			16,709			4,281			1,552			—			22,542
Comprehensive income (loss) attributable to LIN Media LLC	$	13,329		$	13,992		$	26,506		$	(421	)	$	(40,077	)	$	13,329
Corporate	277			29,770			—			—			—			30,047
Depreciation	—			27,954			5,420			1,013			—			34,387
Amortization of intangible assets	—			13,334			701			3,003			—			17,038
Restructuring	—			2,991			—			—			—			2,991
Loss (gain) from asset dispositions	—			193			(20		)	—			—			173
Operating (loss) income	(277		)	31,346			35,696			(893		)	(3,954		)	61,918
Other expense (income):
Interest expense, net	—			42,124			—			151			—			42,275
Share of loss in equity investments				25												25
Intercompany fees and expenses	—			24,491			(24,702		)	211			—			—
Other, net	—			2,113			1			1			—			2,115
Total other expense (income), net	—			68,753			(24,701		)	363			—			44,415
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(277		)	(37,407		)	60,397			(1,256		)	(3,954		)	17,503
(Benefit from) provision for income taxes	—			(158,607		)	24,159			(706		)	—			(135,154		)
Net (loss) income from continuing operations	(277		)	121,200			36,238			(550		)	(3,954		)	152,657
Equity in income (loss) from operations of consolidated subsidiaries	153,834			32,634			—			—			(186,468		)	—
Net income (loss)	153,557			153,834			36,238			(550		)	(190,422		)	152,657
Net loss attributable to noncontrolling interests	—			—			—			(900		)	—			(900		)
Net income attributable to LIN Media LLC	$	153,557		$	153,834		$	36,238		$	350		$	(190,422	)	$	153,557

Table of Contents

Condensed Consolidating Statement of ~~Comprehensive Income~~Operations

For the ~~Nine~~Three Months Ended ~~September~~June 30, 2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net income (loss)	$	153,557	$	153,834		$	36,238		$	(550	)	$	(190,422	)	$	152,657
Net revenues	$	—	$	106,591		$	46,653		$	14,952		$	(3,850	)	$	164,346
Amortization of pension net losses, net of tax of $507	777		777			—			—			(777		)	777
Operating expenses:
Comprehensive income (loss)	154,334		154,611			36,238			(550		)	(191,199		)	153,434
Direct operating	—		35,858			19,676			10,255			(2,166		)	63,623
Comprehensive loss attributable to noncontrolling interest	—		—			—			(900		)	—			(900		)
Selling, general and administrative	—		27,356			9,434			3,419			(169		)	40,040
Comprehensive income attributable to LIN Media LLC	$	154,334	$	154,611		$	36,238		$	350		$	(191,199	)	$	154,334
Amortization of program rights	—		5,532			1,409			211			—			7,152
Corporate	—		9,094			—			—			—			9,094
Depreciation	—		9,154			1,803			363			—			11,320
Amortization of intangible assets	—		4,443			234			1,046			—			5,723
Restructuring charge	—		391			—			—			—			391
Loss (gain) from asset dispositions	—		94			(7		)	—			—			87
Operating income (loss)	—		14,669			14,104			(342		)	(1,515		)	26,916
Other expense (income):
Interest expense, net	—		14,164			—			110			154			14,428
Share of loss in equity investments	—		25			—			—			—			25
Intercompany fees and expenses	—		8,225			(8,225		)	—			—			—
Other, net	—		84			—			—			—			84
Total other expense (income), net	—		22,498			(8,225		)	110			154			14,537
(Loss) income before (benefit from) provision for income taxes	—		(7,829		)	22,329			(452		)	(1,669		)	12,379
(Benefit from) provision for income taxes	—		(3,473		)	8,932			(249		)	—			5,210
Net (loss) income	—		(4,356		)	13,397			(203		)	(1,669		)	7,169
Equity in income (loss) from operations of consolidated subsidiaries	7,475		11,831			—			—			(19,306		)	—
Net income (loss)	7,475		7,475			13,397			(203		)	(20,975		)	7,169
Net loss attributable to noncontrolling interests	—		—			—			(306		)	—			(306		)
Net income (loss) attributable to LIN Media LLC	$	7,475	$	7,475		$	13,397		$	103		$	(20,975	)	$	7,475

Table of Contents

Condensed Consolidating Statement of ~~Operations~~Comprehensive Loss

For the Three Months Ended ~~September~~June 30, ~~2012~~2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net revenues	$	—	$	83,940		$	48,229		$	1,879		$	(972	)	$	133,076
Net income (loss)	$	7,475	$	7,475		$	13,397		$	(203	)	$	(20,975	)	$	7,169
Operating expenses:
Amortization of pension net losses, net of tax of $169	259		259			—			—			(259		)	259
Direct operating	—		21,956			16,092			1,116			(1,012		)	38,152
Comprehensive income (loss)	7,734		7,734			13,397			(203		)	(21,234		)	7,428
Selling, general and administrative	—		18,694			9,294			380			(3		)	28,365
Comprehensive loss attributable to noncontrolling interest	—		—			—			(306		)	—			(306		)
Amortization of program rights	—		4,054			1,378			180			—			5,612
Comprehensive income (loss) attributable to LIN Media LLC	$	7,734	$	7,734		$	13,397		$	103		$	(21,234	)	$	7,734
Corporate	—		8,310			954			—			—			9,264
Depreciation	—		4,843			1,897			84			—			6,824
Amortization of intangible assets	—		60			233			214			—			507
Loss (gain) from asset dispositions	—		26			(41		)	—			—			(15		)
Operating income (loss)	—		25,997			18,422			(95		)	43			44,367
Other expense (income):
Interest expense, net	—		9,303			—			38			(31		)	9,310
Share of loss in equity investments	—		—			4,156			—			—			4,156
Loss on extinguishment of debt	—		—			—			—			—			—
Intercompany fees and expenses	—		16,310			(16,310		)	—			—			—
Other, net	—		89			(1		)	—			—			88
Total other expense (income), net	—		25,702			(12,155		)	38			(31		)	13,554
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		295			30,577			(133		)	74			30,813
(Benefit from) provision for income taxes	—		(975		)	12,231			(62		)	—			11,194
Net (loss) income from continuing operations	—		1,270			18,346			(71		)	74			19,619
Equity in income (loss) from operations of consolidated subsidiaries	19,659		18,389			—			—			(38,048		)	—
Net income (loss)	19,659		19,659			18,346			(71		)	(37,974		)	19,619
Net loss attributable to noncontrolling interests	—		—			—			(40		)	—			(40		)
Net income (loss) attributable to LIN Media LLC	$	19,659	$	19,659		$	18,346		$	(31	)	$	(37,974	)	$	19,659

Table of Contents

Condensed Consolidating Statement of ~~Comprehensive Income~~Operations

For the ~~Three~~Six Months Ended ~~September~~June 30, ~~2012~~2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net income (loss)	$	19,659	$	19,659		$	18,346		$	(71	)	$	(37,974	)	$	19,619
Net revenues	$	—	$	204,239		$	85,637		$	21,383		$	(5,921	)	$	305,338
Amortization of pension net losses, net of tax of $169	262		262			—			—			(262		)	262
Operating expenses:
Comprehensive income (loss)	19,921		19,921			18,346			(71		)	(38,236		)	19,881
Direct operating	—		71,208			36,913			13,293			(3,223		)	118,191
Comprehensive loss attributable to noncontrolling interest	—		—			—			(40		)	—			(40		)
Selling, general and administrative	—		53,388			19,223			4,990			(263		)	77,338
Comprehensive income (loss) attributable to LIN Media LLC	$	19,921	$	19,921		$	18,346		$	(31	)	$	(38,236	)	$	19,921
Amortization of program rights	—		11,014			2,899			1,024			—			14,937
Corporate	—		19,365			—			—			—			19,365
Depreciation	—		18,669			3,632			657			—			22,958
Amortization of intangible assets	—		8,904			467			1,781			—			11,152
Restructuring charge	—		2,523			—			—			—			2,523
Loss (gain) from asset dispositions	—		201			(19		)	—			—			182
Operating income (loss)	—		18,967			22,522			(362		)	(2,435		)	38,692
Other expense (income):
Interest expense, net	—		27,978			—			218			103			28,299
Share of loss in equity investments	—		25			—			—			—			25
Intercompany fees and expenses	—		16,600			(16,600		)	—			—			—
Other, net	—		60			—			—			—			60
Total other expense (income), net	—		44,663			(16,600		)	218			103			28,384
(Loss) income before (benefit from) provision for income taxes	—		(25,696		)	39,122			(580		)	(2,538		)	10,308
(Benefit from) provision for income taxes	—		(10,936		)	15,649			(554		)	—			4,159
Net (loss) income	—		(14,760		)	23,473			(26		)	(2,538		)	6,149
Equity in income (loss) from operations of consolidated subsidiaries	6,619		21,379			—			—			(27,998		)	—
Net income (loss)	6,619		6,619			23,473			(26		)	(30,536		)	6,149
Net loss attributable to noncontrolling interests	—		—			—			(470		)	—			(470		)
Net income (loss) attributable to LIN Media LLC	$	6,619	$	6,619		$	23,473		$	444		$	(30,536	)	$	6,619

Table of Contents

Condensed Consolidating Statement of ~~Operations~~Comprehensive Loss

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net revenues	$	—	$	228,344		$	126,136		$	5,481		$	(2,669	)	$	357,292
Net income (loss)	$	6,619	$	6,619		$	23,473		$	(26	)	$	(30,536	)	$	6,149
Operating expenses:
Amortization of pension net losses, net of tax of $338	518		518			—			—			(518		)	518
Direct operating	—		64,558			44,848			3,662			(2,514		)	110,554
Comprehensive income (loss)	7,137		7,137			23,473			(26		)	(31,054		)	6,667
Selling, general and administrative	—		55,758			27,960			1,374			(301		)	84,791
Comprehensive loss attributable to noncontrolling interest	—		—			—			(470		)	—			(470		)
Amortization of program rights	—		11,625			4,060			527			—			16,212
Comprehensive income (loss) attributable to LIN Media LLC	$	7,137	$	7,137		$	23,473		$	444		$	(31,054	)	$	7,137
Corporate	—		22,345			1,884			—			—			24,229
Depreciation	—		14,373			5,654			207			—			20,234
Amortization of intangible assets	—		179			701			582			—			1,462
Loss (gain) from asset dispositions	—		30			(42		)	—			—			(12		)
Operating income (loss)	—		59,476			41,071			(871		)	146			99,822
Other expense (income):
Interest expense, net	—		28,926			—			80			(60		)	28,946
Share of loss in equity investments	—		153			4,156			—			—			4,309
Loss on extinguishment of debt	—		2,099			—			—			—			2,099
Intercompany fees and expenses	—		48,930			(48,930		)	—			—			—
Other, net	—		176			—			—			—			176
Total other expense (income), net	—		80,284			(44,774		)	80			(60		)	35,530
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(20,808		)	85,845			(951		)	206			64,292
(Benefit from) provision for income taxes	—		(9,839		)	34,338			(398		)	—			24,101
Net (loss) income from continuing operations	—		(10,969		)	51,507			(553		)	206			40,191
Loss from discontinued operations, net	—		(251		)	(744		)	—			(23		)	(1,018		)
(Loss) gain on the sale of discontinued operations, net	—		(289		)	11,678			—			—			11,389
Equity in income (loss) from operations of consolidated subsidiaries	51,043		62,552			—			—			(113,595		)	—
Net income (loss)	51,043		51,043			62,441			(553		)	(113,412		)	50,562
Net loss attributable to noncontrolling interests	—		—			—			(481		)	—			(481		)
Net income (loss) attributable to LIN Media LLC	$	51,043	$	51,043		$	62,441		$	(72	)	$	(113,412	)	$	51,043

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Condensed Consolidating Statement of ~~Comprehensive~~Cash ~~Income~~Flows

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2014

(in thousands)

	LIN Media LLC			LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
Net income (loss)	$	51,043		$	51,043		$	62,441		$	(553	)	$	(113,412	)	$	50,562
OPERATING ACTIVITIES:
Amortization of pension net losses, net of tax of $509	784			784			—			—			(784		)	784
Net cash (used in) provided by operating activities	$	(547	)	$	43,139		$	18,997		$	261		$	(500	)	$	61,350
Comprehensive income (loss)	51,827			51,827			62,441			(553		)	(114,196		)	51,346
INVESTING ACTIVITIES:
Comprehensive loss attributable to noncontrolling interest	—			—			—			(481		)	—			(481		)
Capital expenditures	—			(8,159		)	(2,225		)	(1,079		)	—			(11,463		)
Comprehensive income (loss) attributable to LIN Media LLC	$	51,827		$	51,827		$	62,441		$	(72	)	$	(114,196	)	$	51,827
Acquisition of broadcast towers	—			(7,257		)	—			—			—			(7,257		)
Payments for business combinations, net of cash acquired	—			(22,733		)	—			—			—			(22,733		)
Proceeds from the sale of assets	—			106			1			—			—			107
Contributions to equity investments	—			(100		)	—			—			—			(100		)
Marketable securities	(980		)	—			—			—			—			(980		)
Receipt of dividend	—			39,005			—			—			(39,005		)	—
Advances on intercompany borrowings	—			(639		)	—			—			639			—
Payments from intercompany borrowings	—			—			23,456			—			(23,456		)	—
Net cash (used in) provided by investing activities	(980		)	223			21,232			(1,079		)	(61,822		)	(42,426		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,948			—			—			—			—			1,948
Proceeds from borrowings on long-term debt	—			45,000			—			—			—			45,000
Principal payments on long-term debt	—			(58,053		)	—			(628		)	—			(58,681		)
Payment of dividend	—			(500		)	(39,005		)	—			39,505			—
Proceeds from intercompany borrowings	—			—			—			639			(639		)	—
Payments on intercompany borrowings	—			(23,456		)	—			—			23,456			—
Net cash provided by (used in)financing activities	1,948			(37,009		)	(39,005		)	11			62,322			(11,733		)
Net increase (decrease) in cash and cash equivalents	421			6,353			1,224			(807		)	—			7,191
Cash and cash equivalents at the beginning of the period	—			10,313			3			2,209			—			12,525
Cash and cash equivalents at the end of the period	$	421		$	16,666		$	1,227		$	1,402		$	—		$	19,716

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Condensed Consolidating Statement of Cash Flows

For the ~~Nine~~Six Months Ended ~~September~~June 30, 2013

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	~~1,801~~—	$	7647,~~031~~935		$	4133,~~463~~058		$	~~(282~~578	)	$	(6039,~~508~~006	)	$	5842,~~505~~565
INVESTING ACTIVITIES:
Capital expenditures	—		(1711,~~094~~372		)	(21,~~372~~569		)	(21,~~205~~229		)	—			(2114,~~671~~170		)
Payments for business combinations, net of cash acquired	—		(109,~~082~~824		)	—			—			—			(109,~~082~~824		)
Proceeds from the sale of assets	—		5614			20			—			—			7634
Capital contribution to joint venture with NBCUniversal	—		—			(100,000		)	—			—			(100,000		)
Capital contributions to joint venture with NBCUniversal	—		—			(100,000		)	—			—			(100,000		)
Advances on intercompany borrowings	—		(41,~~400~~600		)	—			—			41,~~400~~600			—
Payments from intercompany borrowings	—		15,009			~~133~~122,~~835~~405			—			(~~148~~137,~~844~~414		)	—
Net cash (used in) provided by investing activities	—		(167,~~511~~773		)	3120,~~483~~856			(21,~~205~~229		)	(~~144~~135,~~444~~814		)	(~~131~~123,~~677~~960		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	~~199~~—		1,~~251~~156			—			—			—			1,~~450~~156
Tax benefit from exercises of share options			2,180			—			—			—			2,180
Proceeds from borrowings on long-term debt	—		96,000			—			—			—			96,000
Proceeds from borrowings on long-term debt	—		101,000			—			—			—			101,000
Principal payments on long-term debt	—		(40,924		)	—			(693		)	—			(41,617		)
Principal payments on long-term debt	—		(48,385		)	—			(1,009		)	—			(49,394		)
Payment of long-term debt issue costs	—		(652		)	—			—			—			(652		)
Payment of long-term debt issue costs	—		(654		)	—			—			—			(654		)
Payment of dividend	—		—			(39,006		)	—			39,006			—
Payment of dividend	—		(2,000		)	(58,508		)	—			60,508			—
Proceeds from intercompany borrowings	—		—			—			1,600			(1,600		)	—
Proceeds from intercompany borrowings	—		—			—			4,400			(4,400		)	—
Payments on intercompany borrowings	—		(122,405		)	(15,009		)	—			137,414			—
Payments on intercompany borrowings	—		(133,835		)	(15,009		)	—			148,844			—
Net cash (used in) provided by financing activities	—		(66,825		)	(54,015		)	907			174,820			54,887
Net cash provided by (used in)financing activities	199		(80,443		)	(73,517		)	3,391			204,952			54,582
Net (decrease) increase in cash and cash equivalents	—		(26,663		)	(101		)	256			—			(26,508		)
Net increase (decrease) in cash and cash equivalents	2,000		(20,923		)	(571		)	904			—			(18,590		)
Cash and cash equivalents at the beginning of the period	—		44,625			573			1,109			—			46,307
Cash and cash equivalents at the end of the period	$	~~2,000~~—	$	2317,~~702~~962		$	2472		$	21,~~013~~365		$	—		$	2719,~~717~~799

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Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

(in thousands)

	LIN Media LLC		LIN TelevisionCorporation			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Consolidating/EliminatingAdjustments			LIN Media LLCConsolidated
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities, continuing operations	$	—	$	93,607		$	(5,482	)	$	(229	)	$	23		$	87,919
Net cash used in operating activities, discontinued operations	—		(471		)	(2,242		)	—			(23		)	(2,736		)
Net cash provided by (used in) operating activities	—		93,136			(7,724		)	(229		)	—			85,183
INVESTING ACTIVITIES:
Capital expenditures	—		(13,227		)	(4,474		)	(1,636		)	—			(19,337		)
Change in restricted cash	—		255,159			—			—			—			255,159
Payments for business combinations, net of cash acquired	—		(34,325		)	—			—			—			(34,325		)
Proceeds from the sale of assets	—		17			45			—			—			62
Shortfall loan to joint venture with NBCUniversal	—		(2,292		)	—			—			—			(2,292		)
Advances on intercompany borrowings	—		(2,000		)	—			—			2,000			—
Payments from intercompany borrowings	—		10,175			—			—			(10,175		)	—
Net cash provided by (used in) investing activities, continuing operations	—		213,507			(4,429		)	(1,636		)	(8,175		)	199,267
Net cash provided by investing activities, discontinued operations	—		6,314			23,206			—			—			29,520
Net cash provided by (used in) investing activities	—		219,821			18,777			(1,636		)	(8,175		)	228,787
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	—		652			—			—			—			652
Proceeds from borrowings on long-term debt	—		20,000			—			—			—			20,000
Principal payments on long-term debt	—		(307,922		)	—			(206		)	—			(308,128		)
Payment of long-term debt issue costs	—		(359		)	—			—			—			(359		)
Treasury shares purchased	—		(11,386		)	—			—			—			(11,386		)
Proceeds from intercompany borrowings	—		—			—			2,000			(2,000		)	—
Payments on intercompany borrowings	—		—			(10,175		)	—			10,175			—
Net cash (used in) provided by financing activities	—		(299,015		)	(10,175		)	1,794			8,175			(299,221		)
Net increase (decrease) in cash and cash equivalents	—		13,942			878			(71		)	—			14,749
Cash and cash equivalents at the beginning of the period	—		16,571			653			833			—			18,057
Cash and cash equivalents at the end of the period	$	—	$	30,513		$	1,531		$	762		$	—		$	32,806

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Note 13—Subsequent Event

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary, completed its acquisition of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is an industry-leading digital content and conversational marketing company.

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LIN Media LLC

Management’s Discussion and Analysis

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

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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 this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 (the “10-K”). 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

We own, operate or service 43 television stations and seven digital channels in 23 U.S. markets, with multiple network ~~affiliates~~affiliated channels in 18 markets,. ~~along~~Our ~~with~~growing adigital ~~diverse~~media portfolio ofhelps ~~websites~~agencies and brands effectively and efficiently reach their target audiences at scale by utilizing our comScore, ~~apps~~Inc. rated Top 15 Video and Top 25 Display market share, and the latest in conversational marketing, video, display, mobile, ~~products~~social intelligence and monetization, as well as reporting across all screens. Our operating revenues are primarily derived from the sale of advertising time to local, national and political advertisers. Less significant revenues are generated from our television station websites, retransmission consent fees, ~~interactive~~digital revenues and other revenues.

~~During~~On ~~the~~July ~~three~~24, ~~and~~2014, ~~nine~~we ~~months~~filed ~~ended~~a ~~September 30,~~joint ~~2013,~~proxy ~~net~~statement/prospectus ~~revenues~~with ~~increased~~the ~~$30.0~~Securities ~~million~~ and ~~$111.2~~Exchange ~~million~~Commission ~~compared~~which was mailed to the ~~same~~shareholders ~~periods~~of LIN LLC in ~~2012~~connection with a special meeting of the shareholders of LIN LLC to be held on August 20, ~~primarily~~2014 ~~driven~~for bythe anpurpose ~~increase~~of invoting ~~our~~on ~~local~~the ~~revenues. During~~proposal to adopt the ~~three~~Agreement and ~~nine~~Plan ~~months~~of ~~ended~~Merger, ~~September 30~~dated March 21, ~~2013~~2014, ~~local~~with ~~revenues~~Media General, ~~which~~Inc., ~~include~~a ~~net~~Virginia ~~local~~corporation ~~advertising~~("Media ~~sales~~General"), ~~retransmission~~Mercury ~~consent~~New ~~fees~~Holdco, ~~and~~Inc., ~~television~~a ~~station~~Virginia ~~website~~corporation ~~revenues~~(“New Holdco”), ~~increased~~Mercury ~~$32~~Merger Sub 1, Inc.5, ~~million~~a Virginia corporation and ~~$97.0~~a ~~million~~direct, ~~compared~~wholly-owned tosubsidiary ~~the~~of ~~same~~New ~~periods~~Holdco ~~last~~(“Merger ~~year. In~~Sub ~~addition~~1”), ~~interactive~~Mercury ~~revenues~~Merger ~~increased~~Sub ~~$8.7~~2, ~~million~~LLC, a Delaware limited liability company and ~~$21.1~~a ~~million~~direct, ~~respectively,~~wholly ~~during~~owned subsidiary of New Holdco (“Merger Sub 2”) (the ~~three~~“Merger ~~and~~Agreement”). If ~~nine~~the ~~months~~transactions ~~ended~~contemplated ~~September~~by 30the Merger Agreement (the "Merger") are completed, ~~2013~~LIN ~~compared~~LLC towill ~~the~~become ~~same~~a ~~periods~~wholly-owned ~~last~~subsidiary ~~year~~of New Holdco and ~~national~~Media ~~advertising~~General ~~sales~~will ~~increased~~become $6a wholly-owned subsidiary of LIN LLC ("New Media General").7 The ~~million~~combined company will own and ~~$20~~operate or service 74 stations across 46 markets, reaching approximately 26.35 million, ~~respectively,~~households ~~during~~or ~~the~~23% ~~three~~of ~~and~~U.S. ~~nine~~TV ~~months~~households ~~ended~~(certain ~~September 30,~~of ~~2013~~these ~~compared~~stations are expected to be swapped or otherwise divested in order to address regulatory considerations). The transaction is currently expected to close during the ~~same~~first ~~periods~~quarter ~~last~~of ~~year~~2015.

~~Excluding~~During the ~~impact~~three ofand ~~our~~six ~~2012~~months ~~station~~ended ~~acquisitions~~June 30, 2014, net revenues increased $24.4 million and $49.7 million compared to the same periods in 2013, ~~acquisitions~~primarily ofdriven ~~majority~~by ~~interests~~an increase in ~~HYFN,~~our ~~Inc~~digital revenues. During ~~(“HYFN”)~~the three and ~~Dedicated~~six ~~Media~~months ended June 30, ~~Inc~~2014, digital revenues increased $12.3 ~~(“Dedicated~~million ~~Media”)~~and $27.8 million compared to the same periods in the prior year. In addition, local revenues, which include net local advertising sales, retransmission consent fees and television station website revenues, ~~decreased~~increased $1310.03 million and $~~9.2~~19 million, respectively, during the three and ~~nine~~six months ended ~~September~~ June 30, ~~2013,~~2014 ~~respectively, as~~ compared to the same periods inlast ~~2012~~year ~~primarily~~and ~~due~~political toadvertising asales ~~decrease~~increased in$3.1 ~~political~~million ~~advertising~~and ~~revenues~~$3.9 million, respectively, during the three and six months ended June 30, 2014 compared to the same periods last year.

On February ~~12,~~ ~~2013~~3, we2014, ~~along~~LIN ~~with~~Digital ~~our~~Media ~~wholly-owned~~LLC, ~~subsidiaries~~a ~~LIN~~wholly ~~Television~~owned ~~Corporation~~subsidiary ~~(“LIN~~of ~~Television”) and~~ LIN Television ~~of Texas~~, ~~L.P.,~~acquired a100% ~~Delaware~~of ~~limited partnership (“LIN Texas”) entered into and closed a transaction agreement (~~the ~~“Transaction~~capital ~~Agreement”)~~stock ~~with~~of ~~NBC~~Federated ~~Telemundo~~Media ~~License LLC~~Publishing, ~~a Delaware limited liability company (“NBC”)~~Inc., ~~NBCU~~which ~~New~~we ~~LLC~~subsequently I,converted ainto ~~Delaware limited liability company, NBCU New LLC II,~~ a Delaware limited liability company, ~~General Electric Company, a New York corporation~~ (~~“GE”~~"Federated Media"),. ~~General~~Federated ~~Electric~~Media ~~Capital~~is ~~Corporation,~~ a ~~Delaware~~digital ~~corporation~~content ~~(“GECC”~~ and ~~together~~conversational ~~with~~marketing ~~GE,~~company ~~the~~that ~~“GE~~leverages ~~Parties”),~~the ~~National~~relationships ~~Broadcasting~~and ~~Company~~content ~~Holding, Inc.,~~from aits ~~Delaware~~publishing ~~corporation,~~network ~~Comcast~~to ~~Corporation,~~deliver acontextually ~~Pennsylvania~~relevant ~~corporation~~advertising ~~(“Comcast”),~~and ~~NBCUniversal~~conversational ~~Media,~~and ~~LLC,~~engagement atools ~~Delaware~~that ~~limited~~reach ~~liability~~agencies’ ~~company~~and ~~(“NBCUniversal”),~~brands’ ~~Lone~~targeted ~~Star~~audiences ~~SPV,~~across ~~LLC,~~digital ~~a Delaware limited liability company~~ and ~~Station~~social ~~Venture~~media ~~Holdings,~~platforms. ~~LLC,~~The apurchase ~~Delaware~~price ~~limited~~totaled ~~liability company (“SVH”)~~$22. ~~The~~5 ~~Transaction~~million, ~~Agreement~~net ~~effected a series~~ of ~~transactions related to the ownership and sale of LIN Texas’s 20.38% equity interest in SVH~~cash, aincluding ~~joint~~post-closing ~~venture in which NBC~~adjustments, anand ~~affiliate~~was offunded ~~NBCUniversal,~~from ~~held~~cash ~~the~~on ~~remaining~~hand ~~79.62%~~and ~~equity~~amounts ~~interest~~drawn ~~(collectively,~~on ~~the~~our ~~“JV~~revolving ~~Sale~~credit ~~Transaction”)~~facility. ~~SVH~~ ~~held~~For afurther ~~99.75%~~information ~~interest~~see inNote ~~Station~~2 ~~Venture~~— ~~Operations, LP (~~“~~SVO~~Acquisitions”), ~~which~~to isour ~~the~~consolidated ~~operating~~financial ~~company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture~~statements.

Also on February 12, 2013, we announced that we entered into an Agreement and Plan of Merger with LIN Media, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of LIN TV (“LIN LLC”) and subsequently completed this merger on July 30, 2013. For further information, see Note 1—“Basis of Presentation and Summary of Significant Accounting Policies,” Note 11 — “Commitments and Contingencies."35

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As of January 1, 2014, we have two reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites, and our Digital segment includes the operating results of the following digital companies: LIN Digital, LIN Mobile, Nami Media, HYFN, Dedicated Media, and Federated Media. Corporate and unallocated expenses primarily include our costs to operate as a public company and to operate our corporate locations. Corporate is not a reportable segment. We have retrospectively recast prior period disclosures to reflect this change in our reportable segments. See Note 5 — “Segment Reporting” to our consolidated financial statements for further discussion.

In an order released on March 31, 2014, the Federal Communications Commission ("FCC") adopted an order, which later became effective on June 19, 2014, that may require changes in our relationship with entities with whom we have joint sales agreements ("JSAs") and amended its rules governing "good faith" retransmission consent negotiations. We cannot predict what effect, if any, these new rules may have on future negotiations for retransmission consent agreements. For further discussion see Item 1A. Risk Factors.

Critical Accounting Policies and Estimates

Certain of our accounting policies, as well as estimates 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 used for allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization and impairment of program rights and intangible assets, share-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired. 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.

Valuation of long-lived intangible assets

During the first half of 2014, Nami Media experienced declines in its actual and projected operating results. The lower revenues and earnings projection prompted us to perform an interim goodwill impairment test of this reporting unit as of June 30, 2014.

Below is a table showing the amount by which the fair value of the Nami Media reporting unit exceeded its carrying value as of June 30, 2014 (in thousands):



	Goodwill Balance as of June 30, 2014		Reporting Unit Fair Value		Reporting Unit Carrying Value		Percent Above Carrying Value
Nami Media	$	4,503	$	6,172	$	2,350	163	%

Nami Media passed the first step of the impairment test by a 163% margin, or $3.8 million. While we believe our assumptions regarding estimated future cash flows of our reporting units are reasonable, actual results may differ from our projections. If actual or projected results and cash flows are lower than expected, we may write down all or a portion of this goodwill or the intangible assets attributable to Nami Media.

There were no events at any of our other reporting units during the six months ended June 30, 2014 and June 30, 2013 that warranted an interim impairment test of our indefinite-lived intangible assets, including goodwill.

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Consolidated Results of Operations

Set forth below are key components that contributed to our consolidated operating results (in thousands):



	Three Months Ended June 30,									Six Months Ended June 30,
	2014		2013		$ Change			% Change		2014		2013		$ Change			% Change
Broadcast revenues:
Local revenues	$	117,343	$	107,058	$	10,285		10	%	$	225,452	$	206,476	$	18,976		9	%
National advertising sales	31,007		32,572		(1,565		)	(5	)%	60,958		62,068		(1,110		)	(2	)%
Political advertising sales	4,641		1,508		3,133			208	%	5,955		2,017		3,938			195	%
Other revenues	2,590		2,371		219			9	%	4,931		4,899		32			1	%
Total Broadcast revenues	155,581		143,509		12,072			8	%	297,296		275,460		21,836			8	%
Digital revenues	33,184		20,837		12,347			59	%	57,710		29,878		27,832			93	%
Consolidated net revenues	188,765		164,346		24,419			15	%	355,006		305,338		49,668			16	%

Direct operating	75,487		63,623		11,864			19	%	144,921		118,191		26,730			23	%
Selling, general and administrative	48,308		40,040		8,268			21	%	93,248		77,338		15,910			21	%
Amortization of program rights	6,788		7,152		(364		)	(5	)%	13,381		14,937		(1,556		)	(10	)%
Corporate	8,656		9,094		(438		)	(5	)%	21,197		19,365		1,832			9	%
Depreciation	11,087		11,320		(233		)	(2	)%	21,773		22,958		(1,185		)	(5	)%
Amortization of intangible assets	5,706		5,723		(17		)	—	%	11,277		11,152		125			1	%
Restructuring	—		391		(391		)	(100	)%	—		2,523		(2,523		)	(100	)%
Loss from asset dispositions	5		87		(82		)	(94	)%	99		182		(83		)	(46	)%
Total operating expenses	156,037		137,430		18,607			14	%	305,896		266,646		39,250			15	%
Operating income	$	32,728	$	26,916	$	5,812		22	%	$	49,110	$	38,692	$	10,418		27	%

Period Comparison

Revenues

Broadcast Revenues consist of local revenues (which include net local advertising sales, retransmission consent fees and television station website revenues), net national advertising sales, and political advertising sales as well as other revenues, which include barter revenues, production revenues, tower rental income and station copyright royalties.

During the three and six months ended June 30, 2014, broadcast revenues increased $12.1 million and $21.8 million, or 8% compared to the same periods in the prior year. The increase in both periods was primarily due to an increase in local revenues of $10.3 million and $19 million, or 10% and 9%, for the three and six months ended June 30, 2014, respectively, driven by an increase in our retransmission consent fee revenues as a result of contractual rate increases and renewals. Broadcast revenues also increased as a result of increases of $3.1 million and $3.9 million in political advertising sales for the three and six months ended June 30, 2014, respectively.

The automotive category represented 25% of local and national advertising sales during both the three and six months ended June 30, 2014, which was an increase of 3% and 4% as compared to the three and six months ended June 30, 2013, respectively, during which the automotive category represented 24% and 25% of local and national advertising sales for the three and six months ended June 30, 2013, respectively.

Digital Revenues consist of revenues generated by the following digital companies: LIN Digital, LIN Mobile, Nami Media, HYFN, Dedicated Media and Federated Media. During the three months ended June 30, 2014, digital revenues increased by $12.3 million, or 59% compared to the same period in the prior year. Excluding the impact of Dedicated Media, HYFN and Federated Media, digital revenues increased $3.1 million, or 25%, primarily due to growth in the volume of advertising delivered through our network.

Table of Contents

During the six months ended June 30, 2014, digital revenues increased by $27.8 million, or 93% compared to the same period in the prior year, of which $22.6 million relates to revenues generated by Dedicated Media, HYFN and Federated Media. Excluding the impact of Dedicated Media, HYFN and Federated Media, digital revenues increased $5.2 million, or 24%, primarily due to growth in the volume of advertising delivered through our network.

Operating Expenses

Consolidated operating expenses increased $18.6 million and $39.3 million, or 14% and 15%, during the three and six months ended June 30, 2014, respectively, compared to the same periods in the prior year. Excluding the impact of our digital acquisitions during the last twelve months, operating expenses increased $9.1 million and $14.8 million, or 7% and 6%, during the three and six months ended June 30, 2014, respectively, compared to the same periods in the prior year. The total increase was primarily due to an increase in direct operating and selling general and administrative expenses, which are described in more detail below.

Broadcast Segment

The following table presents the operating expenses for our Broadcast segment for the three and six months ended June 30, 2014 and 2013:



	Three Months Ended June 30,										Six Months Ended June 30,
	2014		2013			$ Change			% Change		2014		2013		$ Change			% Change
Direct operating	$	52,191	$	47,971		$	4,220		9	%	$	103,750	$	95,316	$	8,434		9	%
Selling, general and administrative	37,690		36,011			1,679			5	%	73,511		72,314		1,197			2	%
Amortization of program rights	6,788		7,152			(364		)	(5	)%	13,381		14,937		(1,556		)	(10	)%
Depreciation	10,109		10,875			(766		)	(7	)%	20,112		22,151		(2,039		)	(9	)%
Amortization of intangible assets	4,108		4,970			(862		)	(17	)%	8,241		9,959		(1,718		)	(17	)%
Loss (gain) from asset dispositions	18		(9		)	27			(300	)%	150		86		64			74	%
Total operating expenses	$	110,904	$	106,970		$	3,934		3.7	%	$	219,145	$	214,763	$	4,382		2	%

Direct operating expenses in our Broadcast segment increased $4.2 million and $8.4 million, or 9%, during the three and six months ended June 30, 2014, respectively, compared to the same periods last year. The increase in both periods was primarily a result of an increase in fees pursuant to network affiliation agreements and growth in employee compensation expense.

Selling, general and administrative expenses in our Broadcast segment increased $1.7 million and $1.2 million, or 5% and 2% during the three and six months ended June 30, 2014, respectively, compared to the same periods last year. The increase in both periods was primarily a result of an increase in employee compensation expense due to additional headcount and merit increases as well as an increase in health insurance costs.

Amortization of program rights in our Broadcast segment decreased $0.4 million and $1.6 million, or 5% and 10% during the three and six months ended June 30, 2014 as compared to the same periods in the prior year primarily due to a reduction in cash payments to syndicators for programming.

Depreciation expense in our Broadcast segment decreased $0.8 million and $2 million, or 7% and 9% during the three and six months ended June 30, 2014 as compared to the same periods in the prior year primarily due to an increase in fully depreciated fixed assets as of June 30, 2014.

Amortization of intangible assets in our Broadcast segment decreased $0.9 million and $1.7 million, or 17%, during the three and six months ended June 30, 2014 as compared to the same periods in the prior year primarily as a result of an increase in the number of fully amortized intangible assets as of June 30, 2014.

Digital Segment

The following table presents the operating expenses for our Digital segment for the three and six months ended June 30, 2014 and 2013 (in thousands):

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and expenses, and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates, including those used for allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization and impairment of program rights and intangible assets, share-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired. 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.



	Three Months Ended June 30,										Six Months Ended June 30,
	2014			2013		$ Change			% Change		2014			2013		$ Change			% Change
Direct operating	$	23,249		$	15,543	$	7,706		50	%	$	40,979		$	22,684	$	18,295		81	%
Selling, general and administrative	9,388			3,518		5,870			167	%	17,082			5,274		11,808			224	%
Depreciation	384			284		100			35	%	721			484		237			49	%
Amortization of intangible assets	1,597			753		844			112	%	3,035			1,193		1,842			154	%
(Gain) loss from asset dispositions	(11		)	—		(11		)	100	%	(6		)	1		(7		)	(700	)%
Total operating expenses	$	34,607		$	20,098	$	14,509		72	%	$	61,811		$	29,636	$	32,175		109	%

~~Recent~~Direct ~~Accounting~~operating ~~Pronouncements~~expenses in our Digital segment increased $7.7 million and $18.3 million, or 50% and 81% during the three and six months ended June 30, 2014 compared to the same periods last year primarily due to the acquisitions of the majority interests in HYFN and Dedicated Media in April 2013 as well as the acquisition of Federated Media in February 2014. Excluding the impact of these acquisitions, direct operating expenses increased $2.8 million and $3.8 million or 31% and 24% during the three and six months ended June 30, 2014, respectively, primarily due to higher cost of sales at LIN Digital.

InSelling, ~~July~~general ~~2013~~and ~~the~~administrative ~~Financial~~expenses ~~Accounting~~in ~~Standards~~our ~~Board~~Digital ~~("FASB")~~segment ~~issued~~increased ~~Accounting~~$5.9 ~~Standards~~million ~~Update~~and ~~("ASU") 2013-~~$11.8 million, ~~“Presentation~~or of167% anand ~~Unrecognized~~224% ~~Tax~~during ~~Benefit~~the ~~When~~three aand ~~Net~~six ~~Operating~~months ~~Loss~~ended ~~Carryforward~~June 30, a2014 ~~Similar~~as ~~Tax~~compared ~~Loss,~~to orthe asame ~~Tax~~periods ~~Credit~~in ~~Carryforward~~the ~~Exists”~~prior toyear ~~eliminate~~primarily ~~diversity~~as ina ~~practice.~~result ~~This~~of ~~ASU~~the ~~requires~~acquisitions ~~that~~of ~~companies~~the ~~net~~majority ~~their~~interests ~~unrecognized~~in ~~tax~~HYFN ~~benefits~~and ~~against~~Dedicated ~~all~~Media ~~same-jurisdiction~~as ~~net~~well ~~operating~~as ~~losses~~the oracquisition ~~tax~~of ~~credit~~Federated ~~carryforwards~~Media. Excluding ~~that~~the ~~would~~impact beof ~~used~~these toacquisitions, ~~settle~~selling, ~~the~~general ~~position~~and ~~with~~administrative aexpenses ~~tax~~increased ~~authority~~$1.9 ~~This~~million ~~new~~and ~~guidance~~$3.4 ismillion, ~~effective~~or ~~prospectively~~105% ~~for~~and ~~annual~~92%, ~~reporting~~during ~~periods~~the ~~beginning~~three onand orsix ~~after~~months ~~December~~ended 15June 30, ~~2013~~2014, ~~and~~respectively, ~~interim~~primarily ~~periods~~due ~~therein.~~to Wegrowth ~~prospectively~~in ~~adopted~~employee ~~this~~benefit ~~guidance effective January 1, 2013~~ and itcompensation ~~did~~expense ~~not~~as ~~have~~ a ~~material~~result ~~impact~~of onadditional ~~our~~headcount ~~financial~~and ~~statements~~merit increases.

InDepreciation ~~February 2013,~~and ~~the~~amortization ~~FASB~~expenses ~~issued~~in ~~ASU~~our ~~No. 2013-02,~~Digital ~~“Reporting~~segment ofincreased ~~Amounts~~$0.9 ~~Reclassified~~million ~~Out~~and of$2.1 ~~Accumulated Other Comprehensive Income~~million,” ~~which~~or ~~amends~~91% ~~Accounting~~and ~~Standards~~124% ~~Codification~~during ~~220, “Comprehensive Income.” The amendments require an entity to disclose~~ the ~~impact~~three ofand ~~amounts~~six ~~reclassified~~months ~~out~~ended ofJune ~~accumulated other comprehensive income and into net income~~30, by2014. The ~~the~~increase ~~respective~~during ~~line items of net income, if~~ the ~~amounts~~three ~~reclassified~~and ~~are~~six ~~reclassified~~months toended ~~net~~June ~~income~~30, in2014 ~~their~~was ~~entirety~~primarily ina ~~the~~result ~~same~~of ~~reporting period. The disclosure is required either on~~ the ~~face~~acquisitions of the ~~statement~~majority ~~where~~interests ~~net income is presented or~~ in ~~the notes. For amounts that are not reclassified in their entirety to net income~~HYFN, anDedicated ~~entity~~Media ~~is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. We prospectively adopted this guidance effective January 1, 2013~~ and itthe ~~did~~acquisition ~~not~~of ~~have~~Federated ~~a material impact on our financial statements~~Media.

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

~~Results~~Corporate expenses represent corporate executive management, accounting, legal and other costs associated with the centralized management of ~~Operations~~our stations and digital operations, and these costs decreased $0.4 million, or 5% and increased $1.8 million, or 9% during the three and six months ended June 30, 2014, respectively. The decrease during the three months ended June 30, 2014 was primarily due to a decrease in share-based compensation and professional fees of $0.6 million and $0.2 million, respectively. These decreases were partially offset by an increase in other compensation of $0.2 million and an increase in legal fees of $0.2 million. The increase during the six months ended June 30, 2014 was primarily due to an increase of $1.6 million in professional fees related to the Merger.

Set forth below are key components that contributed to our operating results (in thousands):

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	Three Months Ended September 30,												Nine Months Ended September 30,
	2013			2012			$ Change			% Change			2013		2012			$ Change			% Change
Local revenues	$	105,541		$	73,072		$	32,469		44	%		$	312,017	$	215,004		$	97,013		45	%
National advertising sales	32,845			26,103			6,742			26	%		94,913		74,627			20,286			27	%
Political advertising sales	2,639			20,389			(17,750		)	-87	%		4,656		30,970			(26,314		)	-85	%
Interactive revenues	19,516			10,796			8,720			81	%		49,394		28,300			21,094			74	%
Other revenues	2,569			2,716			(147		)	-5	%		7,468		8,391			(923		)	-11	%
Net revenues	163,110			133,076			30,034			23	%		468,448		357,292			111,156			31	%
Direct operating	62,504			38,152			24,352			64	%		180,695		110,554			70,141			63	%
Selling, general and administrative	41,319			28,365			12,954			46	%		118,657		84,791			33,866			40	%
Amortization of program rights	7,605			5,612			1,993			36	%		22,542		16,212			6,330			39	%
Corporate	10,682			9,264			1,418			15	%		30,047		24,229			5,818			24	%
Depreciation	11,429			6,824			4,605			67	%		34,387		20,234			14,153			70	%
Amortization of intangible assets	5,886			507			5,379			NM		(1)	17,038		1,462			15,576			NM		(1)
Restructuring	468			—			468			100	%		2,991		—			2,991			100	%
(Gain) loss from asset dispositions	(9		)	(15		)	6			-40	%		173		(12		)	185			NM		(1)
Total operating expenses	139,884			88,709			51,175			58	%		406,530		257,470			149,060			58	%
Operating income	$	23,226		$	44,367		$	(21,141	)	-48	%		$	61,918	$	99,822		$	(37,904	)	-38	%

Adjusted EBITDA

~~(1)~~The ~~Percentage~~following ~~change~~table ~~not~~is ~~meaningful~~a reconciliation of Adjusted EBITDA to consolidated income before provision for income taxes:

Period Comparison



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)

Segment Adjusted EBITDA:
Broadcast	$	58,780		$	51,164		$	106,250		$	91,759
Digital	555			1,796			(338		)	1,960
Total segment Adjusted EBITDA	59,335			52,960			105,912			93,719
Unallocated corporate Adjusted EBITDA	(5,975		)	(5,189		)	(13,226		)	(9,808		)
Total Adjusted EBITDA	53,360			47,771			92,686			83,911
Less:
Depreciation	11,087			11,320			21,773			22,958
Amortization of intangible assets	5,706			5,723			11,277			11,152
Amortization of program rights	6,788			7,152			13,381			14,937
Share-based compensation	2,039			2,587			4,346			4,528
Non-recurring⁽¹⁾and acquisition-related charges	1,925			1,960			6,484			5,011
Restructuring charge	—			391			—			2,523
Loss on sale of assets	5			87			99			182
Add:
Cash payments for programming	6,918			8,365			13,784			16,072
Operating income	32,728			26,916			49,110			38,692
Other expense:
Interest expense, net	14,150			14,428			28,359			28,299
Share of loss in equity investments	25			25			100			25
Other (income) expense, net	(101		)	84			(83		)	60
Total other expense, net	14,074			14,537			28,376			28,384
Consolidated income before provision for income taxes	$	18,654		$	12,379		$	20,734		$	10,308

~~Revenues~~____________________________________________

~~Net~~(1) Non-recurring ~~revenues~~charges ~~consist~~for

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