5Table of Contents

AsTable used herein, the terms the “Company,” “our,” “us,” or “we” refer to Allbritton Communications Company and its subsidiaries (an indirectly wholly-owned subsidiary of Perpetual Corporation (“Perpetual”)) and “ACC” refers solely to Allbritton Communications Company. Contents

(3)Table Representsof subscriber fees earned from cable and telco operators as well as DBS providers under retransmission consent and cable affiliation agreements.Contents

TotalTable Operatingof Expenses Contents

IncomeTable Taxesof Contents

BalanceTable Sheetof Contents

(DollarsTable inof thousands) Contents

OurTable $60,000 senior credit facility, under which no amount was outstanding at September 30, 2012 and $5,000 was outstanding at June 30, 2013, is secured by the assets and stock of ACC and its subsidiaries and matures April 30, 2015. Interest is payable quarterly at various rates from prime plus 1.50% or Contents

UnderTable the existing borrowing agreements for each of our senior notes and senior credit facility, we are subject to restrictive covenants that place limitations upon payments of cash distributions, dividends, issuance of capital stock, investment transactions, incurrence of additional obligations and transactions with affiliates. Our senior credit facility contains the most restrictive covenants and limitations of this nature. In addition, under the senior credit facility, we must maintain compliance with certain financial covenants. There are no such financial maintenance covenants under the terms of our senior notes. Compliance with the financial maintenance covenants under our senior credit facility is measured at the end of each quarter, and as of June 30, 2013, we were in compliance with those financial covenants. We are also required to pay a commitment fee ranging from 0.375% to 0.500% per annum based on the amount of any unused portion of the senior credit facility. Contents

14Table of Contents

15Table of Contents

Item 4.Table Controlsof and Procedures Contents

PARTTable IIof - OTHER INFORMATION Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~December 3031, 2013

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 333-02302

ALLBRITTON COMMUNICATIONS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

74-1803105

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification no.)

1000 Wilson Boulevard

Suite 2700

Arlington, VA 22209

(Address of principal executive offices, including zip code)

(703) 647-8700

(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 ¨ No x (1)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

Number of shares of Common Stock outstanding as of ~~August~~February 811, ~~2013~~2014: 20,000 shares.

(1) Although the Company has not been subject to such filing requirements for the past 90 days, it has filed all reports required to be filed by Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months. Pursuant to Section 15(d) of the Securities Exchange Act of 1934, the Company’s duty to file reports is automatically suspended as a result of having fewer than 300 holders of record of each class of its debt securities outstanding as of October 1, ~~2012~~2013, but the Company has agreed under the terms of certain long-term debt to continue these filings in the future.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, OUR OUTSTANDING INDEBTEDNESS AND OUR HIGH DEGREE OF LEVERAGE; THE RESTRICTIONS IMPOSED ON US BY THE TERMS OF OUR INDEBTEDNESS; THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME SATELLITE DISTRIBUTION SERVICE, PAY-PER-VIEW SERVICES, INTERNET VIDEO AND HOME VIDEO AND ENTERTAINMENT SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL COMMUNICATIONS COMMISSION (“FCC”) REGULATIONS; FCC LICENSE RENEWAL REQUIREMENTS; DECREASES IN THE DEMAND FOR ADVERTISING DUE TO WEAKNESS IN THE ECONOMY; AND THE VARIABILITY OF OUR QUARTERLY RESULTS AND OUR SEASONALITY.

ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS. ALSO REFER TO THE RISKS DISCUSSED UNDER THE HEADING “RISK FACTORS” AND OTHER CAUTIONARY LANGUAGE IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ~~2012~~ 2013. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH REFLECT MANAGEMENT’S VIEW ONLY AS OF THE DATE HEREOF. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

ALLBRITTON COMMUNICATIONS COMPANY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~DECEMBER 3031, 2013

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:		1
	Consolidated Statements of Operations and Retained Earnings for the Three and Nine Months Ended June 30, 2012 and 2013		1
	Consolidated Statements of Operations and Retained Earnings for the Three Months Ended December 31, 2012 and 2013		1
	Consolidated Balance Sheets as of September 30, 2012 and June 30, 2013		2
	Consolidated Balance Sheets as of September 30, 2013 and December 31, 2013		2
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2012 and 2013		3
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2012 and 2013		3
	Notes to Interim Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		76
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1614
Item 4.	Controls and Procedures		1614
PART II	OTHER INFORMATION		16
Item 1.	Legal Proceedings		1614
Item 6.	Exhibits		1614
Signatures			1715
Exhibit Index			1816

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ALLBRITTON COMMUNICATIONS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

(Dollars in thousands)

(unaudited)

	Three Months EndedJune 30,						Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2012			2013			~~2012~~			~~2013~~
Operating revenues, net	$	5571,~~998~~197		$	5557,~~302~~044		$	~~156,083~~		$	~~175,110~~
Television operating expenses, excluding depreciation and amortization		2829,~~629~~718			31,~~815~~650			~~84,662~~			~~92,653~~
Depreciation and amortization		21,~~089~~715			1,~~794~~557			~~7,312~~			~~5,353~~
Corporate expenses		1,~~665~~679			1,~~682~~667			~~4,950~~			~~4,981~~
		32,383			35,291			96,924			102,987
		33,112			34,874
Operating income		2338,~~615~~085			2022,~~011~~170			~~59,159~~			~~72,123~~
Nonoperating income (expense)
Interest income
Interest income – related party		166			—
Related party		160			100			168			432
Interest expense		(9,268	)		(9,263	)
Other		—			—			—			86
Gain on settlement of insurance policies		3,993			—
Interest expense		(9,277	)		(9,211	)		(27,781	)		(27,734	)
Other, net		(366	)		(369	)
Gain on settlement of insurance policies		—			—			—			3,993
		(5,475	)		(9,632	)
Other, net		(377	)		(368	)		(1,176	)		(1,102	)
Income before income taxes		32,610			12,538
		(9,494	)		(9,479	)		(28,789	)		(24,325	)
Provision for income taxes		10,592			4,668
Income before income taxes		14,121			10,532			30,370			47,798
Net income		22,018			7,870
Provision for income taxes		5,012			3,644			11,078			15,989
Retained earnings, beginning of period		92,764			128,626
Net income		9,109			6,888			19,292			31,809
Retained earnings, end of period	$	114,782		$	136,496
Retained earnings, beginning of period		74,017			117,685			63,834			92,764
Retained earnings, end of period	$	83,126		$	124,573		$	83,126		$	124,573

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands except share information)

(unaudited)

	September 30,2012			June 30,2013
	September 30,2013			December 31,2013
ASSETS
Current assets
Cash and cash equivalents	$	1713,~~074~~417		$	12,~~940~~359
Accounts receivable, less allowance for doubtful accounts of $1,471 and $1,533		37,163			42,390
Accounts receivable, less allowance for doubtful accounts of $1,380 and $1,440		38,107			42,351
Program rights		7,~~279~~410			15,~~650~~474
Deferred income taxes		1,~~114~~303			1,~~114~~303
Other		2,~~354~~619			2,~~576~~923
Total current assets		6462,~~984~~856			4954,~~670~~410
Property, plant and equipment, net		3127,~~090~~472			2826,~~834~~004
Intangible assets, net		11,590			11,590
Cash surrender value of life insurance		14,062			—
Program rights		426			383
Program rights		114			25
Deferred financing costs and other		6,418			6,079
Deferred financing costs and other		7,786			6,757
	$	108,762		$	98,466
	$	129,626		$	96,876
LIABILITIES AND STOCKHOLDER’S INVESTMENT
Current liabilities
Accounts payable	$	12,~~732~~245		$	32,~~055~~996
Accrued interest payable		13,~~837~~751			4,~~733~~779
Program rights payable		8,~~828~~407			36,~~000~~891
Accrued employee benefit expenses		54,~~220~~337			43,~~069~~573
Other accrued expenses		54,~~412~~428			34,~~497~~490
Total current liabilities		3533,~~029~~168			1822,~~354~~729
Long-term debt		455,000			~~460~~473,000
Program rights payable		~~109~~509			17477
Deferred income taxes		~~810~~710			~~779~~599
Deferred rent and other		75,~~228~~101			64,~~246~~663
Total liabilities		~~498~~494,~~176~~488			~~485~~501,~~396~~468
Stockholder’s investment
Preferred stock, $1 par value, 1,000 shares authorized, none issued		—			—
Common stock, $.05 par value, 20,000 shares authorized, issued and outstanding		1			1
Capital in excess of par value		49,631			49,631
Retained earnings		92128,~~764~~626			~~124~~136,~~573~~496
Distributions to owners, net (Note 4)		(~~510~~563,~~946~~984	)		(~~562~~589,~~725~~130	)
Total stockholder’s investment		(~~368~~385,~~550~~726	)		(~~388~~403,~~520~~002	)
	$	~~129~~108,~~626~~762		$	9698,~~876~~466

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2012			2013
Cash flows from operating activities:
Net income	$	1922,~~292~~018		$	317,~~809~~870
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		61,~~614~~783			51,~~437~~559
Other noncash charges		~~1,092~~337			~~1,011~~337
Provision for doubtful accounts		~~402~~134			~~206~~58
Loss (gain) on disposal of assets		698			(84	)
Gain on disposal of assets		(68	)		(2	)
Change in taxes due under tax sharing agreement		~~(3,818~~964	)		(34,~~479~~354	)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable		(41,~~856~~934	)		(54,~~433~~302	)
Program rights		4,907			5,718
Insurance proceeds receivable		(18,102	)		—
Other current assets		(666	)		(222	)
Program rights		1,940			1,979
Cash surrender value of life insurance		—			14,062
Other current assets		(272	)		(304	)
Other noncurrent assets		(145	)		18
Cash surrender value of life insurance		14,062			—
Other noncurrent assets		5			2
Increase (decrease) in liabilities:
Accounts payable		~~913~~989			~~1,323~~751
Accrued interest payable		(9,~~080~~050	)		(98,~~104~~972	)
Program rights payable		(51,~~878~~869	)		(51,~~920~~548	)
Accrued employee benefit expenses		(~~381~~1,666	)		(~~1,151~~764	)
Other accrued expenses		~~245~~(1,635	)		~~(1,915~~62	)
Deferred incomes taxes		(~~154~~286	)		(31111	)
Deferred rent and other liabilities		~~571~~(210	)		(~~982~~438	)
Total adjustments		(914,~~536~~878	)		(~~546~~7,339	)
Net cash provided by operating activities		97,~~756~~140			~~31,263~~531
Cash flows from investing activities:
Capital expenditures		(21,~~290~~211	)		(~~3,396~~94	)
Proceeds from disposal of assets		~~327~~87			~~299~~5
Net cash used in investing activities		(1,~~963~~124	)		(~~3,097~~89	)
Cash flows from financing activities:
Borrowings under line of credit		6327,500			5123,~~500~~000
Repayments under line of credit		(6115,~~000~~500	)		(465,~~500~~000	)
Deferred financing costs		(19	)		—
Distributions to owners		(32,900	)		(29,500	)
Distributions to owners		(9,500	)		(48,300	)
Net cash used in financing activities		(20,900	)		(11,500	)
Net cash used in financing activities		(7,019	)		(43,300	)
Net decrease in cash and cash equivalents		(14,884	)		(11,058	)
Net increase (decrease) in cash and cash equivalents		774			(15,134	)
Cash and cash equivalents, beginning of period		17,074			13,417
Cash and cash equivalents, beginning of period		2,402			17,074
Cash and cash equivalents, end of period	$	2,190		$	2,359
Cash and cash equivalents, end of period	$	3,176		$	1,940

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(unaudited)

NOTE 1 – The accompanying unaudited interim consolidated financial statements of Allbritton Communications Company (an indirectly wholly-owned subsidiary of Perpetual Corporation (“Perpetual”)) and its subsidiaries (collectively, the “Company”) have been prepared pursuant to instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been omitted or condensed where permitted by regulation. In management’s opinion, the accompanying financial statements reflect all adjustments, which were of a normal recurring nature, and disclosures necessary for a fair presentation of the consolidated financial statements for the interim periods presented. The results of operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2013 are not necessarily indicative of the results that can be expected for the entire fiscal year ending September 30, ~~2013~~2014. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, ~~2012~~2013, which are contained in the Company’s Form 10-K. ~~Certain amounts in previously issued financial statements have been reclassified to conform to the current year presentation.~~

NOTE 2 – The carrying amount of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and program rights payable approximate fair value due to the short maturity of those instruments. The Company estimates the fair value of its long-term debt on a recurring basis. The Company estimated the fair value of its Senior Notes to be approximately $~~495~~491,000 and $~~482~~483,000 at September 30, ~~2012~~ 2013 and ~~June~~December 3031, 2013, respectively. This fair value estimate was determined based on quoted market prices provided by investment banking firms who regularly make a market in the Company’s Senior Notes, which is considered to be a Level 2 input. The carrying value of the Company’s senior credit facility, under which $18,000 was outstanding, approximated fair value at ~~June~~December 3031, 2013. This estimate was determined using a discounted cash flow analysis, which is considered to be a Level 3 input. There was no amount outstanding under the Company’s senior credit facility atas of September 30, ~~2012~~2013.

NOTE 3 – The carrying value of the Company’s indefinite lived intangible assets, consisting of its broadcast licenses, was $11,590 at September 30, ~~2012 and June 30,~~ 2013. ~~The Company’s other intangible assets, consisting of favorable terms on contracts~~ and ~~leases,~~ ~~had a gross carrying amount of $6,174 and no net carrying value at September~~December 3031, ~~2012 or June 30,~~ 2013 ~~as these intangible assets are fully amortized~~.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in thousands)

(unaudited)

NOTE 4 – For the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2013, distributions to owners and related activity consisted of the following:

	Distributionsto Ownersand Dividends		Federal andState IncomeTax Receivable(Payable)			NetDistributionsto Owners
Balance as of September 30, 2011	$	493,033	$	—		$	493,033
Cash advances to Perpetual		9,500					9,500
Repayment of cash advances from Perpetual		—					—
Charge for federal and state income taxes				(10,513	)		(10,513	)
Payment of income taxes				14,331			14,331
Balance as of June 30, 2012	$	502,533	$	3,818		$	506,351
Balance as of September 30, 2012	$	510,946	$	—		$	510,946
Cash advances to Perpetual		4832,~~300~~900					4832,~~300~~900
Repayment of cash advances from Perpetual		—					—
Charge for federal and state income taxes				(1510,~~065~~000	)		(1510,~~065~~000	)
Payment of income taxes				189,~~544~~036			189,~~544~~036
Balance as of June 30, 2013	$	559,246	$	3,479		$	562,725
Balance as of December 31, 2012	$	543,846	$	(964	)	$	542,882
Balance as of September 30, 2013	$	563,984	$	—		$	563,984
Cash advances to Perpetual		29,500					29,500
Repayment of cash advances from Perpetual		—					—
Charge for federal and state income taxes				(4,354	)		(4,354	)
Payment of income taxes				—			—
Balance as of December 31, 2013	$	593,484	$	(4,354	)	$	589,130

The average amount of non-interest bearing advances outstanding was $~~492~~524,~~640~~834 and $~~541~~578,~~180~~217 during the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2013, respectively.

NOTE 5 – During the ~~nine~~three months ended ~~June~~December 3031, ~~2013~~2012, company-owned life insurance policies terminated upon the death of the insured, the Company’s founder and former Chairman. As a result, the Company recognized a $3,993 non-taxable gain representing the difference between the death benefit and the cash surrender value of the policies. The resulting gain was recorded as a component of nonoperating income ~~during the three months ended December 31, 2012~~ in the accompanying consolidated statement of operations, and served to reduce the Company’s effective tax rate for ~~that~~the three~~-month~~ ~~period as well as for the nine~~ months ended ~~June~~December 3031, ~~2013~~2012. ~~Total~~The Company received total proceeds of $18,102 from the policies ~~were received~~ during the ~~three~~year ~~months~~ ended ~~March~~September 3130, 2013.

~~NOTE~~5 6 – On July 28, 2013, the Allbritton family entered into an agreement to sell the stock of Perpetual and the equity interest of an affiliate, Charleston Television, LLC to the Sinclair Broadcast Group for an aggregate purchase price of $985,000, subject to adjustment for working capital. Completion of the transaction is subject to customary closing conditions, including Federal Communications Commission approval and antitrust clearance, as applicable, and is

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

~~NOTES~~(Dollars TOin ~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS – (Continued~~thousands)

~~(Dollars~~Overview ~~in thousands)~~

~~(unaudited)~~As used herein, the terms the “Company,” “our,” “us,” or “we” refer to Allbritton Communications Company and its subsidiaries and “ACC” refers solely to Allbritton Communications Company.

~~expected~~We own ABC network-affiliated television stations serving six geographic markets: WJLA-TV in Washington, D.C.; WCFT-TV in Tuscaloosa, Alabama, WJSU-TV in Anniston, Alabama and WBMA-LD, a low power television station licensed to ~~close~~Birmingham, ~~during~~Alabama ~~the~~(we ~~fourth~~operate ~~calendar~~WCFT-TV ~~quarter~~and WJSU-TV in tandem with WBMA-LD serving the viewers of ~~2013~~the Birmingham, ~~subject~~Tuscaloosa and Anniston market as a single programming source); WHTM-TV in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; and WSET-TV in Lynchburg, Virginia. We also provide 24-hour per day basic cable television programming to the Washington, ~~satisfaction~~D.C. market, through NewsChannel 8, primarily focused on regional and local news for the Washington, D.C. metropolitan area. The operations of ~~these conditions~~NewsChannel 8 are integrated with WJLA.

InOn ~~anticipation~~July 28, of2013, ~~and~~the ~~conditioned~~Allbritton onfamily ~~the~~entered ~~consummation~~into ofan ~~this~~agreement ~~transaction,~~to sell the stock of Perpetual and the ~~Company~~equity ~~have~~interest ~~separately~~of ~~entered~~an affiliate, Charleston ~~into~~Television, ~~various~~LLC ~~retention~~to ~~agreements~~the ~~with~~Sinclair ~~certain~~Broadcast ~~key~~Group ~~employees~~for ofan ~~the~~aggregate ~~Company.~~purchase ~~These~~price ~~agreements~~of ~~provide~~$985,000, asubject ~~bonus~~to ~~payment~~adjustment ~~upon~~for ~~the~~working ~~completion~~capital. Completion of the ~~sale~~transaction ofis ~~Perpetual~~subject to ~~those~~customary ~~certain~~closing ~~key~~conditions, ~~employees~~including ~~who~~Federal ~~remain~~Communications Commission ~~employed~~approval byand ~~the~~antitrust ~~Company~~clearance, oras ~~its assignee~~applicable, and ~~will~~is beexpected ~~payable~~to ~~on,~~close during the first or ~~after~~second ~~closing.~~calendar Asquarter of ~~June 30~~2014, ~~2013,~~subject to the ~~Company~~satisfaction ~~has~~of ~~not~~these ~~accrued~~conditions. ~~any~~See ~~amounts~~also ~~for~~“Liquidity ~~these~~and ~~potential~~Capital ~~future obligations~~Resources—Purchase Agreement”.

6Our advertising revenues are generally highest in the first and third quarters of each fiscal year, due in part to increases in retail advertising in the period leading up to and including the holiday season and active advertising in the spring. The fluctuation in our operating results is generally related to fluctuations in the revenue cycle. In addition, advertising revenues are generally higher during election years due to spending by political candidates, which is typically heaviest during our first and fourth fiscal quarters.

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

~~Item 2.~~Set ~~Management’s~~forth ~~Discussion~~below ~~and~~are ~~Analysis~~selected consolidated offinancial ~~Financial~~data ~~Condition~~ for the three months ended December 31, 2012 and ~~Results~~2013 ofand ~~Operations~~the percentage change between the periods:

(Dollars in thousands)


	Three Months Ended December 31,				Percentage Change
	2012		2013
Operating revenues, net	$	71,197	$	57,044		(19.9	)%
Operating expenses		33,112		34,874		5.3	%

Operating income		38,085		22,170		(41.8	)%
Nonoperating expenses, net		5,475		9,632		75.9	%
Income tax provision		10,592		4,668		(55.9	)%

Net income	$	22,018	$	7,870		(64.3	)%

~~Overview~~6

WeItem ~~own ABC network-affiliated television stations serving six geographic markets: WJLA-TV in Washington, D~~2.~~C.;~~ ~~WCFT-TV~~Management’s inDiscussion ~~Tuscaloosa, Alabama, WJSU-TV in Anniston, Alabama~~ and ~~WBMA-LD,~~Analysis ~~a low power television station licensed to Birmingham, Alabama (we operate WCFT-TV and WJSU-TV in tandem with WBMA-LD serving the viewers~~ of ~~the~~Financial ~~Birmingham, Tuscaloosa~~Condition and ~~Anniston~~Results market as a single programming source); WHTM-TV in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; and WSET-TV in Lynchburg, Virginia. We also provide 24-hour per day basic cable television programming to the Washington, D.C. market, through NewsChannel 8, primarily focused on regional and local news for the Washington, D.C. metropolitan area. The operations of ~~NewsChannel 8 are integrated with WJLA.~~ Operations-(Continued)

On(Dollars ~~July 28,~~in ~~2013,~~thousands) the Allbritton family entered into an agreement to sell the stock of Perpetual and the equity interest of an affiliate, Charleston Television, LLC to the Sinclair Broadcast Group for an aggregate purchase price of $985,000, subject to adjustment for working capital. Completion of the transaction is subject to customary closing conditions, including Federal Communications Commission approval and antitrust clearance, as applicable, and is expected to close during the fourth calendar quarter of 2013, subject to the satisfaction of these conditions. See also “Liquidity and Capital Resources—Purchase Agreement”.

~~Our~~Net ~~advertising~~Operating ~~revenues~~Revenues are generally highest in the first and third quarters of each fiscal year, due in part to increases in retail advertising in the period leading up to and including the holiday season and active advertising in the spring. The fluctuation in our operating results is generally related to fluctuations in the revenue cycle. In addition, advertising revenues are generally higher during election years due to spending by political candidates, which is typically heaviest during our first and fourth fiscal quarters.

~~Results~~The following table depicts the principal types of ~~Operations~~operating revenues, net of agency commissions, earned by us for the three months ended December 31, 2012 and 2013, and the percentage contribution of each to our total operating revenues, before fees:

Set forth below are selected consolidated financial data for the three and nine months ended June 30, 2012 and 2013 and the percentage change between the periods:


	Three Months Ended December 31,
	2012						2013
	Dollars			Percent			Dollars			Percent
Local and national (1)	$	39,146			54.1	%	$	40,463			69.9	%
Political (2)		20,940			29.0	%		3,200			5.5	%
Subscriber fees (3)		8,643			12.0	%		10,714			18.5	%
Internet (4)		1,482			2.0	%		1,605			2.8	%
Trade and barter (5)		1,289			1.8	%		1,189			2.1	%
Other revenues		822			1.1	%		740			1.2	%

Operating revenues		72,322			100.0	%		57,911			100.0	%

Fees (6)		(1,125	)					(867	)

Operating revenues, net	$	71,197					$	57,044

	Three MonthsEnded June 30,				PercentageChange			Nine MonthsEnded June 30,				PercentageChange
	2012		2013					2012		2013
Operating revenues, net	$	55,998	$	55,302		(1.2	)%	$	156,083	$	175,110		12.2	%
Operating expenses		32,383		35,291		9.0	%		96,924		102,987		6.3	%
Operating income		23,615		20,011		(15.3	)%		59,159		72,123		21.9	%
Nonoperating expenses, net		9,494		9,479		(0.2	)%		28,789		24,325		(15.5	)%
Income tax provision		5,012		3,644		(27.3	)%		11,078		15,989		44.3	%
Net income	$	9,109	$	6,888		(24.4	)%	$	19,292	$	31,809		64.9	%

(1)	Represents sale of advertising to local and national advertisers, either directly or through agencies representing such advertisers, net of agency commission.

7(2) Represents sale of advertising to political advertisers.

~~Table~~(3) ofRepresents ~~Contents~~subscriber fees earned from cable and telco operators as well as DBS providers under retransmission consent and cable affiliation agreements.

~~Item~~(4) 2.Represents ~~Management’s~~sale ~~Discussion and Analysis~~ of ~~Financial~~advertising ~~Condition~~on ~~and~~our ~~Results~~Internet ~~of Operations - (Continued)~~ websites.

(~~Dollars~~5) inRepresents ~~thousands~~value of commercial time exchanged for goods and services (trade) or syndicated programs (barter).

~~Net~~(6) ~~Operating~~Represents ~~Revenues~~fees paid to national sales representatives and fees paid for music licenses.

~~The~~Net ~~following~~operating revenues ~~table~~for ~~depicts~~ the ~~principal~~three ~~types~~months ofended ~~operating~~December 31, ~~revenues~~2013 totaled $57,044, ~~net~~a decrease of ~~agency~~$14,153, ~~commissions~~or 19.9%, ~~earned~~when bycompared usto net operating revenues of $71,197 for the three ~~and nine~~ months ended ~~June~~December 3031, 2012. ~~and~~This ~~2013~~decrease primarily reflects decreased demand for political advertising, ~~and~~partially ~~the~~offset ~~percentage contribution~~by ofincreases ~~each~~in tolocal ~~our~~and ~~total~~national ~~operating~~adverting ~~revenues,~~and ~~before~~subscriber ~~fees:~~fee revenue.

	Three Months Ended June 30,												Nine Months Ended June 30,
	2012						2013						2012						2013
	Dollars			Percent			Dollars			Percent			Dollars			Percent			Dollars			Percent
Local and national (1)	$	42,959			75.4	%	$	41,622			74.1	%	$	122,148			76.9	%	$	116,308			65.5	%
Political (2)		1,392			2.4	%		729			1.3	%		2,791			1.8	%		21,669			12.2	%
Subscriber fees (3)		8,646			15.2	%		10,736			19.1	%		23,019			14.5	%		29,857			16.8	%
Internet (4)		1,306			2.3	%		1,438			2.6	%		3,700			2.3	%		4,260			2.4	%
Trade and barter (5)		1,116			2.0	%		1,266			2.3	%		3,359			2.1	%		3,813			2.1	%
Other revenues		1,565			2.7	%		362			0.6	%		3,789			2.4	%		1,691			1.0	%
Operating revenues		56,984			100.0	%		56,153			100	%		158,806			100.0	%		177,598			100	%
Fees (6)		(986	)					(851	)					(2,723	)					(2,488	)
Operating revenues, net	$	55,998					$	55,302					$	156,083					$	175,110

Local and national advertising revenues increased $1,317, or 3.4%, during the three months ended December 31, 2013 versus the comparable period in the prior year. This increase primarily reflects the displacement of local and national advertisers during the peak political advertising period leading up to the November 2012 general election. Such displacement extended to the key automotive category, which increased 8% during the three months ended December 31, 2013 as compared to the same period in the prior fiscal year.

~~(1)~~Political ~~Represents~~advertising ~~sale~~revenues ofdecreased ~~advertising~~by $17,740 to ~~local~~$3,200 ~~and~~for ~~national~~the ~~advertisers~~three months ended December 31, ~~either~~2013 ~~directly~~as orcompared ~~through~~to ~~agencies~~the three ~~representing~~months ~~such~~ended ~~advertisers~~December 31, ~~net~~2012. In the first quarter of ~~agency~~Fiscal ~~commission.~~2013,

~~(2)~~7 ~~Represents sale of advertising to political advertisers.~~

~~(4)~~Item 2. ~~Represents~~Management’s ~~sale~~Discussion and Analysis of ~~advertising~~Financial onCondition ~~our~~and ~~Internet~~Results ~~websites.~~of Operations-(Continued)

(5)Dollars ~~Represents~~in ~~value of commercial time exchanged for goods and services (trade~~thousands) ~~or syndicated programs (barter).~~

~~(6)~~ political ~~Represents~~advertising ~~fees~~revenues ~~paid~~were primarily generated by spending leading up to ~~national~~the ~~sales~~heavily ~~representatives~~contested 2012 presidential election, as well as congressional elections and ~~fees~~ballot ~~paid~~referendums ~~for~~in several ~~music~~of ~~licenses~~our markets. In the first quarter of Fiscal 2014, political advertising revenues were generally limited to advertising leading up to the Virginia Governor’s election in November 2013.

~~Net~~Subscriber ~~operating~~fees ~~revenues~~increased ~~for~~$2,071, or 24.0%, during the three months ended ~~June~~December 3031, 2013 ~~totaled~~as ~~$55,302, a decrease of $696, or 1.2%, when~~ compared to ~~net~~the ~~operating~~same ~~revenues~~period of ~~$55,998 for~~ the ~~three~~prior ~~months~~fiscal ~~ended June 30, 2012~~year. ~~Net~~This increase ~~operating~~in ~~revenues~~subscriber ~~increased~~fees ~~$19,027,~~was orprimarily ~~12.2%,~~due to ~~$175,110~~the ~~for~~fact ~~the~~that ~~nine~~a ~~months~~number ~~ended~~of ~~June 30,~~retransmission ~~2013~~consent asagreements ~~compared~~were torenewed ~~$156,083~~at ~~for~~increased ~~the~~per ~~same~~subscriber ~~period~~rates beginning in ~~the~~January ~~prior~~2013, ~~year.~~as ~~This~~well ~~increase~~as ~~primarily~~due ~~reflects~~to ~~increased~~escalations ~~demand~~in ~~for political~~per ~~advertising~~subscriber ~~and~~rates ~~increased~~in accordance ~~subscriber~~with ~~fees~~existing agreements.

~~Local~~Total ~~and~~Operating ~~national~~Expenses advertising revenues decreased $1,337, or 3.1% and $5,840, or 4.8%, during the three and nine months ended June 30, 2013, as compared to the same periods in the prior year. The three-month decrease is primarily due to lower demand for local and national advertising, including a 3% decrease in the key automotive category. The nine-month decrease additionally reflects the displacement of local and national advertisers during the peak political advertising period leading up to the November 2012 general election. Such displacement resulted in a 9.7% decrease in local and national advertising revenue in the quarter ended December 31, 2012 and also extended to automotive-related advertising, which decreased 4% during that same quarter. For the nine months ended June 30,

8Total operating expenses for the three months ended December 31, 2013 totaled $34,874, an increase of $1,762, or 5.3%, compared to total operating expenses of $33,112 for the three months ended December 31, 2012. This increase consisted of an increase in television operating expenses, excluding depreciation and amortization, of $1,932, and decreases in depreciation and amortization and corporate expenses of $158 and $12, respectively.

~~Table~~Television operating expenses, excluding depreciation and amortization, increased $1,932, or 6.5% to $31,650, for the three months ended December 31, 2013 as compared to the same period in Fiscal 2013. This increase was primarily due to increased programming expenses partially offset by decreases in news and sales-related costs. Programming costs increased primarily due to the terms of ~~Contents~~our new ABC affiliation agreements, which took effect January 1, 2013. Under these agreements, our programming costs have increased as we are required to pay the network in exchange for the right to broadcast ABC programming on our stations. In the prior year quarter, we incurred higher news costs due to the November 2012 general election and other weather-related coverage, as well as increased variable sales-related costs attributable to the increased revenues for the three months ended December 31, 2012 that did not return in 2013.

~~Item~~Operating 2.Income ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (Continued)~~

~~(Dollars~~For the three months ended December 31, 2013, operating income of $22,170 decreased $15,915, or 41.8%, when compared to operating income of $38,085 for the three months ended December 31, 2012. For the three months ended December 31, 2013, the operating margin decreased to 38.9% from 53.5% for the comparable period in ~~thousands)~~Fiscal 2013. The decreases in operating income and margin during the three months ended December 31, 2013 were the result of the decreased net operating revenue and increased operating expenses as discussed above.

~~2013~~Nonoperating ~~automotive-related~~Expenses, ~~advertising~~Net ~~decreased 2% as compared to the same period in the prior fiscal year.~~

~~Political~~Gain ~~advertising~~on ~~revenues~~Settlement ~~were~~of Insurance ~~$729~~Policies. ~~for~~The ~~the three months ended June 30, 2013 as compared to~~ $13,~~392~~993 ~~for~~gain ~~the~~on ~~three~~settlement ~~months ended June 30, 2012. Political advertising for the third quarter~~ of ~~Fiscal~~ ~~2013~~insurance ~~represented spending related to gubernatorial and local races in certain markets~~policies, ~~while~~ in the ~~third~~first quarter of Fiscal ~~2012~~2013, ~~political~~represents ~~advertising~~the ~~revenues~~difference ~~consisted~~between ~~of spending related to~~ the ~~presidential~~death ~~general~~benefit ~~election,~~and ~~as well as~~ the ~~presidential~~cash ~~primary,~~surrender ~~congressional~~value ~~primary~~of ~~and~~company-owned ~~local~~life ~~election~~insurance ~~activity~~policies. ~~Political~~These policies ~~advertising~~terminated ~~revenues increased $18,878,~~ during the ~~nine~~first ~~months~~quarter ~~ended~~of ~~June 30,~~Fiscal 2013 asupon ~~compared to~~ the ~~same~~death ~~period~~of ~~in Fiscal 2012 due to spending leading up to~~ the ~~heavily contested 2012 presidential election~~insured, asour ~~well~~founder ~~as congressional elections~~ and ~~ballot~~former ~~referendums in several of our markets~~Chairman.

~~Subscriber~~8 fees increased $2,090, or 24.2%, and $6,838, or 29.7%, during the three and nine months ended June 30, 2013 as compared to the same periods in the prior fiscal year. These increases in subscriber fees were primarily due to a number of retransmission consent agreements being renewed at increased per subscriber rates beginning in January 2013. In addition, the increase in subscriber fees for the nine months ended June 30, 2013 was also due to the fact that a significant number of retransmission consent agreements, representing approximately one-half of our subscriber base, were subject to renewal effective January 1, 2012 and were renewed at increased per subscriber rates. Further, these increases also reflect increases in per subscriber rates in accordance with existing agreements.

~~Total operating expenses for the three months ended June~~Item ~~30, 2013 totaled $35,291, an increase of $~~2~~,908, or 9~~.~~0%,~~ ~~compared~~Management’s toDiscussion ~~total operating expenses of $32,383 for the three-month period ended June 30, 2012. This increase consisted of an increase in television operating expenses, excluding depreciation~~ and ~~amortization,~~Analysis of ~~$3,186,~~Financial aCondition ~~decrease in depreciation~~ and ~~amortization~~Results of Operations-(Continued) ~~$295 and an increase in corporate expenses of $17.~~

~~Total~~(Dollars operating expenses for the nine months ended June 30, 2013 totaled $102,987, an increase of $6,063, or 6.3%, compared to total operating expenses of $96,924 for the nine-month period ended June 30, 2012. This increase consisted of an increase in ~~television~~thousands) ~~operating expenses, excluding depreciation and amortization, of $7,991, a decrease in depreciation and amortization of $1,959 and an increase in corporate expenses of $31.~~

~~Television~~Income ~~operating~~Taxes expenses, excluding depreciation and amortization, increased $3,186, or 11.1%, and $7,991, or 9.4%, for the three and nine months ended June 30, 2013, respectively, as compared to the same periods in Fiscal 2012. These increases were primarily due to the terms of our new ABC affiliation agreements, which took effect January 1, 2013. Under these agreements, our programming costs have increased as we are required to pay the network in exchange for the right to broadcast ABC programming on our stations. Programming costs also increased beginning with the fall 2012 television season due to the ABC network returning one hour of daytime to its affiliates to program. In addition,

The provision for income taxes for the three months ended December 31, 2013 totaled $4,668, a decrease of $5,924, or 55.9%, as compared to the provision for income taxes of $10,592 for the three months ended December 31, 2012. The decrease in the provision for income taxes during the three months ended December 31, 2013 was primarily due to the $20,072, or 61.6%, decrease in income before income taxes partially offset by the effect of the non-taxable gain on the settlement of insurance policies in the prior year quarter.

~~Table~~Net ~~of Contents~~Income

~~Item~~For 2.the ~~Management’s~~three ~~Discussion~~months ~~and~~ended ~~Analysis~~December 31, of2013, ~~Financial~~we ~~Condition~~recorded ~~and~~net ~~Results~~income of ~~Operations~~$7,870 as compared to $22,018 for the three months ended -December 31, ~~(Continued)~~2012. The decrease of $14,148, or 64.3%, during the three months ended December 31, 2013 was primarily due to decreased operating income as discussed above.

~~(Dollars~~Balance inSheet ~~thousands)~~

Significant balance sheet fluctuations ~~the~~from September 30, 2013 to December 31, 2013 consisted primarily of an increase in ~~television~~accounts ~~operating~~receivable ~~expenses~~and ~~for~~decreases in program rights, accrued interest payable and program rights payable. The increase in accounts receivable was the ~~nine~~result of ~~months~~the ~~ended~~seasonality ~~June 30~~of our revenue cycle. The decrease in program rights and program rights payable reflects the annual cycle of the underlying program contracts, ~~2013~~which ~~was~~generally ~~also~~begins ~~due~~in toSeptember ~~higher~~of ~~news~~each ~~costs~~year. ~~related~~Accrued interest payable decreased due to making the scheduled semi-annual interest payment on our long-term fixed interest rate debt on November 15, ~~2012~~2013. ~~general~~See ~~election~~also “Liquidity and ~~other weather-related~~Capital ~~coverage~~Resources.”

~~Operating~~Liquidity ~~Income~~and Capital Resources

~~For~~As ~~the three months ended June 30, 2013, operating income~~ of ~~$20,011 decreased $3,604, or 15.3%, when compared to operating income of $23,615 for the three months ended June~~December 3031, ~~2012. For the~~ ~~three months ended June 30,~~ 2013, ~~the~~our ~~operating~~cash ~~margin~~and ~~decreased~~cash toequivalents ~~36.2%~~aggregated ~~from 42.~~$2%,359 ~~for the comparable period in Fiscal 2012. The decreases in operating income~~ and ~~margin~~we ~~during~~had ~~the~~an ~~three~~excess ~~months~~of ~~ended~~current ~~June 30,~~assets ~~2013~~over ~~were~~current ~~the~~liabilities ~~result~~ of ~~increased~~ ~~total operating expenses and lower net operating revenue as discussed above~~$31,681.

~~For~~Purchase Agreement. ~~the~~As ~~nine~~discussed ~~months~~in ~~ended~~the ~~June~~“Overview,” on July 3028, 2013, ~~operating~~ ~~income~~the Allbritton family entered into an agreement to sell the stock of ~~$72~~Perpetual and the equity interest of an affiliate,~~123~~ ~~increased~~Charleston ~~$12~~Television,~~964,~~ orLLC 21to the Sinclair Broadcast Group.9% In anticipation of, ~~when~~and ~~compared~~conditioned toon ~~operating~~the ~~income~~consummation of ~~$59~~this transaction,~~159~~ ~~for~~Perpetual ~~the~~has ~~nine~~entered ~~months~~into ~~ended~~various ~~June 30~~retention agreements with certain of our key employees, ~~2012.~~including ~~For~~certain ~~the~~named ~~nine~~executive ~~months~~officers. ~~ended~~In ~~June 30~~addition, ~~2013~~also in contemplation of this transaction, the ~~operating~~Company ~~margin~~has ~~increased~~entered tointo ~~41.2%~~retention ~~from~~agreements ~~37.9%~~with ~~for~~ certain of our other key employees (not including the ~~comparable~~named ~~period~~executive inofficers) ~~Fiscal~~conditioned ~~2012~~upon consummation of the transaction. ~~The~~These ~~increases~~agreements inprovide ~~operating~~a bonus ~~income~~payment ~~and~~upon ~~margin~~the ~~during~~completion of the ~~nine~~sale ~~months~~of ~~ended~~Perpetual ~~June 30~~to those certain key employees who remain employed by us, ~~2013~~or ~~were~~our ~~the~~assignee, ~~result~~and ofwill ~~increased~~be ~~net~~payable ~~operating~~on, ~~revenue~~or after closing. As of December 31, ~~partially~~2013, ~~offset~~we byhave ~~increased~~not ~~total~~accrued ~~operating~~any ~~expenses~~amounts asfor these ~~discussed~~potential ~~above~~future obligations.

~~Nonoperating~~In ~~Expenses~~addition, ~~Net~~in accordance with the terms of the purchase agreement, we are required to purchase or redeem all outstanding notes and repay in full any outstanding debt under the senior credit facility as of the closing date. Under the terms of the indenture for our 8% senior notes due May 15, 2018, a redemption of the notes would occur at a price equal to 100% of the principal amount, plus an applicable premium, as defined.

~~Gain~~9 on Settlement of Insurance Policies. The $3,993 gain on settlement of insurance policies represents the difference between the death benefit and the cash surrender value of company-owned life insurance policies. These policies terminated during the first quarter of Fiscal 2013 upon the death of the insured, our founder and former Chairman.

~~The provision for income taxes for the three months ended June~~Item ~~30, 2013 totaled $3,644, a decrease of $1,368, or 27~~2.~~3%,~~ asManagement’s ~~compared~~Discussion toand ~~the~~Analysis ~~provision for income taxes~~ of ~~$5,012~~Financial ~~for~~Condition ~~the~~and ~~three~~Results ~~months ended June 30, 2012. The decrease in the provision for income taxes during the three months ended June 30, 2013~~of ~~was~~Operations-(Continued) ~~primarily due to the $3,589, or 25.4%, decrease in income before income taxes.~~

~~The~~(Dollars provision for income taxes for the nine months ended June 30, 2013 totaled $15,989, an increase of $4,911, or 44.3%, as compared to the provision for income taxes of $11,078 for the nine months ended June 30, 2012. The increase in ~~the~~thousands) provision for income taxes during the nine months ended June 30, 2013 was primarily due to the $17,428, or 57.4%, increase in income before income taxes, partially offset by the effect of the non-taxable gain on the settlement of insurance policies.

~~Net~~Cash ~~Income~~Provided by Operations. Our principal source of working capital is cash flow from operations and borrowings under our senior credit facility. As discussed above, our operating results are cyclical in nature primarily as a result of seasonal fluctuations in advertising revenues, which are generally highest in the first and third quarters of each fiscal year. Our cash flow from operations is also impacted on a quarterly basis by the timing of cash collections and interest payments on debt. Cash receipts are usually greater during the second and fourth fiscal quarters as the collection of advertising revenue typically lags the period in which such revenue is recorded. Scheduled semi-annual interest payments on our long-term fixed interest rate debt occur during the first and third fiscal quarters. As a result, our cash flows from operating activities as reflected in our consolidated financial statements are generally significantly higher during our second and fourth fiscal quarters, and such quarters comprise a substantial majority of our cash flows from operating activities for the full fiscal year.

~~For~~As reported in the consolidated statements of cash flows, our net cash from operating activities was $7,140 and $531 for the three months ended ~~June~~ December 3031, 2012 and 2013, ~~the~~respectively. ~~Company~~The ~~recorded~~$6,609 ~~net~~decrease ~~income~~in ofcash ~~$6,888~~flows from operating activities as compared to ~~net~~the ~~income~~same ofperiod ~~$9,109~~in ~~for~~the prior fiscal year was primarily the ~~three~~result ~~months~~of ~~ended~~lower ~~June 30~~net income, ~~2012.~~exclusive ~~The~~of ~~decrease~~the gain on settlement of $2insurance policies,~~221,~~ orpartially ~~24.4%,~~offset by no tax payments made to Perpetual during the ~~three~~current ~~months~~year ~~ended~~quarter ~~June 30,~~as ~~2013~~well ~~was~~as ~~primarily~~various ~~due~~other ~~to decreased~~differences ~~operating~~in ~~income~~the timing of cash receipts and payments in the ordinary course of operations as compared ~~discussed~~to ~~above~~the same period in the prior fiscal year.

~~For~~Transactions ~~the~~with ~~nine~~Owners. ~~months~~We ~~ended~~have ~~June 30,~~periodically ~~2013,~~made ~~the~~advances ~~Company~~in ~~recorded~~the ~~net~~form ~~income~~ of ~~$31,809~~distributions asto ~~compared~~Perpetual. toWe ~~net~~made ~~income~~cash advances to Perpetual of $1932,~~292~~900 ~~for~~and $29,500 during the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2013, respectively. ~~This~~The ~~increase~~advances into ~~net~~Perpetual ~~income~~are non-interest bearing and, as such, do not reflect market rates of interest-bearing loans to unaffiliated third parties.

10At present, the primary source of repayment of the net advances is through our ability to pay dividends or make other distributions, and there is no immediate intent for the amounts to be repaid. Accordingly, these advances have been treated as a reduction of stockholder’s investment and are described as “distributions” in our consolidated financial statements.

~~Table~~Under the terms of ~~Contents~~the agreements relating to our indebtedness, future advances, distributions and dividends to related parties are subject to certain restrictions. We anticipate that, subject to such restrictions, applicable law and payment obligations with respect to our indebtedness, we will make advances, distributions or dividends to related parties in the future.

~~Item~~We 2.were ~~Management’s~~charged ~~Discussion~~under a tax sharing agreement with Perpetual for federal and ~~Analysis~~state ofincome ~~Financial~~taxes ~~Condition~~totaling $10,000 and ~~Results~~$4,354 ofduring ~~Operations~~the three -months ~~(Continued)~~ended December 31, 2012 and 2013, respectively. We made tax payments to Perpetual of $9,036 during the quarter ended December 31, 2012. No tax payments were made to Perpetual during the quarter ended December 31, 2013.

~~(Dollars~~Stockholder’s deficit amounted to $403,002 at December 31, 2013, an increase of $17,276, or 4.5%, from the September 30, 2013 deficit of $385,726. The increase was due to a net increase in ~~thousands)~~distributions to owners of $25,146, partially offset by net income for the three-month period of $7,870.

~~$12,517,~~10 ~~or 64.9%, during the nine months ended June 30, 2013 was primarily due to increased operating income as discussed above.~~

~~Significant balance sheet fluctuations from September~~Item ~~30,~~2. ~~2012~~Management’s ~~to June 30,~~Discussion ~~2013 consisted primarily of a decrease in the cash surrender value of life insurance, program rights~~ and ~~program~~Analysis ~~rights payable, and accrued interest payable. The decrease in the cash surrender value~~ of ~~life~~Financial ~~insurance~~Condition ~~is due to the settlement of company-owned life insurance policies. The decrease in program rights~~ and ~~program~~Results ~~rights payable reflects the annual cycle~~ of ~~the underlying program contracts, which generally begins in September of each year. The decrease in accrued~~ ~~interest payable reflects the timing of scheduled semi~~Operations-~~annual~~(Continued) ~~interest payments on our long term fixed interest debt. See also “Liquidity and Capital Resources.”~~

~~Liquidity~~(Dollars ~~and~~in ~~Capital~~thousands) ~~Resources~~

AsThe ofnet ~~June 30,~~increase ~~2013,~~in ~~our~~distributions ~~cash~~to ~~and~~owners ~~cash~~was ~~equivalents aggregated~~the ~~$1,940~~result ~~and we had an excess~~ of ~~current~~cash ~~assets~~advances, ~~over~~partially ~~current~~offset ~~liabilities~~by oftax ~~$31,316~~charges.

~~Purchase Agreement~~Indebtedness. AsOur ~~discussed~~total indebt ~~the “Overview~~increased from $455,”000 onat ~~July~~September 2830, 2013, ~~the Allbritton family entered into an agreement~~ to ~~sell the stock of Perpetual and the equity interest of an affiliate~~$473,000 ~~Charleston~~at ~~Television~~December 31, ~~LLC to the Sinclair Broadcast Group~~2013. InThis ~~anticipation~~debt ~~of,~~consisted ~~and conditioned on the consummation~~ of ~~this transaction~~ $455,000 ~~Perpetual has entered into various retention agreements with certain~~ of ~~our~~8% ~~key~~senior ~~employees,~~notes ~~including~~due ~~certain named executive officers. In addition~~May 15, ~~also~~2018 inand ~~contemplation of this transaction~~$18,000 ~~the Company~~outstanding ~~has~~under ~~entered into retention agreements with certain of~~ our ~~other~~senior ~~key~~credit ~~employees (not including the named executive officers) conditioned upon consummation of the transaction~~facility. ~~These~~The ~~agreements~~increase ~~provide a bonus payment upon the completion~~ of ~~the sale of Perpetual to those certain key employees who remain employed by us~~$18,000 orin ~~our~~total ~~assignee,~~debt ~~and~~from ~~will be payable on~~September 30, or2013 ~~after~~to ~~closing. As of June~~December 3031, 2013, wewas ~~have~~due ~~not~~to ~~accrued~~net ~~any~~draws ~~amounts~~under ~~for~~the ~~these~~senior ~~potential future obligations~~credit facility.

InOur ~~addition~~$60,000 ~~in accordance with the terms of the purchase agreement, we are required to purchase or redeem all outstanding notes and repay in full any outstanding debt under the~~ senior credit facility asis ofsecured by the ~~closing~~assets ~~date.~~and ~~Under~~stock ~~the terms~~ of ~~the~~ACC ~~indenture~~and ~~for~~its ~~our~~subsidiaries 8%and ~~senior~~matures ~~notes due May~~April 1530, ~~2018,~~2015. aInterest ~~redemption~~is payable ofquarterly ~~the~~at ~~notes~~various ~~would~~rates ~~occur~~from atprime aplus ~~price~~1.50% ~~equal~~or tofrom ~~100%~~LIBOR ofplus ~~the~~2.75% ~~principal~~depending ~~amount,~~on ~~plus~~certain ~~an applicable~~financial ~~premium,~~operating ~~as defined~~tests.

~~Cash~~Under ~~Provided~~the byexisting borrowing ~~Operations.~~agreements ~~Our~~for ~~principal~~each ~~source~~ of ~~working~~our ~~capital~~senior isnotes ~~cash~~and ~~flow~~senior ~~from~~credit ~~operations~~facility, ~~and borrowings~~we ~~under~~are ~~our~~subject ~~senior~~to ~~credit~~restrictive ~~facility.~~covenants Asthat ~~discussed~~place ~~above,~~limitations ~~our~~upon ~~operating~~payments ~~results~~of ~~are~~cash ~~cyclical~~distributions, individends, ~~nature~~issuance ~~primarily~~of ascapital astock, ~~result~~investment transactions, incurrence of ~~seasonal~~additional ~~fluctuations~~obligations inand ~~advertising~~transactions ~~revenues,~~with ~~which~~affiliates. ~~are~~Our ~~generally~~senior ~~highest~~credit infacility contains the ~~first~~most ~~and~~restrictive ~~third~~covenants ~~quarters~~and limitations of ~~each fiscal~~this ~~year~~nature. ~~Our~~In ~~cash~~addition, ~~flow~~under ~~from~~the ~~operations~~senior iscredit ~~also~~facility, ~~impacted~~we onmust amaintain ~~quarterly~~compliance ~~basis~~with certain byfinancial ~~the~~covenants. ~~timing~~There ofare ~~cash~~no ~~collections~~such ~~and~~financial ~~interest~~maintenance ~~payments~~covenants onunder ~~debt.~~the ~~Cash~~terms ~~receipts~~of ~~are~~our ~~usually~~senior ~~greater~~notes. ~~during~~Compliance with the ~~second~~financial ~~and~~maintenance ~~fourth~~covenants ~~fiscal~~under ~~quarters~~our assenior ~~the~~credit ~~collection~~facility ~~of advertising~~is ~~revenue~~measured ~~typically~~at ~~lags~~ the ~~period~~end inof ~~which~~each ~~such~~quarter, ~~revenue~~and isas of ~~recorded.~~December 31, ~~Scheduled~~2013, ~~semi-annual~~we ~~interest~~were ~~payments~~in oncompliance ~~our~~with ~~long-term~~those ~~fixed~~financial ~~interest~~covenants. ~~rate~~We ~~debt~~are ~~occur~~also ~~during~~required ~~the~~to ~~first~~pay ~~and~~a ~~third~~commitment ~~fiscal~~fee ~~quarters.~~ranging Asfrom a0.375% ~~result,~~to ~~our~~0.500% per ~~cash~~annum ~~flows~~based ~~from operating~~on ~~activities~~the asamount ~~reflected~~of inany ~~our~~unused ~~consolidated~~portion ~~financial~~of ~~statements~~the ~~are~~senior ~~generally~~credit facility.

11Our senior credit facility, under which $18,000 was outstanding at December 31, 2013, has four financial maintenance covenants which are calculated based on the most recent twelve months of activity as of the end of each quarter. These financial maintenance covenants include a minimum interest coverage ratio, maximum total and senior leverage ratios and a minimum fixed charge coverage ratio. The total leverage ratio covenant is currently the most restrictive of the four financial maintenance covenants, and it also serves to limit cash advances to Perpetual. The calculation and the requirements for this ratio as of September 30, 2013 and December 31, 2013 are provided below.


	As of September 30, 2013		As of December 31, 2013
Total Leverage Ratio
Calculation:
Total debt	$	455,000	$	473,000
Consolidated EBITDA, as defined below	$	95,962	$	79,644
Total debt divided by Consolidated EBITDA		4.74		5.94

Requirements (calculation must not exceed):
Financial covenant		6.75		6.75

Cash advances to Perpetual		6.75		6.75

~~Item~~11 ~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - (Continued)~~

~~significantly~~Item 2. ~~higher~~Management’s ~~during~~Discussion ~~our second~~ and ~~fourth~~Analysis ~~fiscal quarters, and such quarters comprise a substantial majority~~ of ~~our~~Financial ~~cash~~Condition ~~flows~~and ~~from~~Results ~~operating activities for the full fiscal year.~~of Operations-(Continued)

As(Dollars ~~reported~~ in ~~the~~thousands) consolidated statements of cash flows, our net cash from operating activities was $9,756 and $31,263 for the nine months ended June 30, 2012 and 2013, respectively. The $21,507 increase in cash flows from operating activities as compared to the same period in the prior fiscal year was primarily the result of higher net income and the settlement of company-owned life insurance policies, as well as various other differences in the timing of cash receipts and payments in the ordinary course of operations as compared to the same period in the prior fiscal year.

~~Transactions~~Consolidated ~~with~~EBITDA ~~Owners.~~is Wea ~~have~~defined ~~periodically~~term ~~made advances~~ in ~~the~~our ~~form~~senior ofcredit ~~distributions~~facility ~~to Perpetual. We made cash advances to Perpetual of $9,500~~ and ~~$48,300~~is ~~during~~calculated ~~the nine months ended June 30, 2012 and 2013, respectively. The advances to Perpetual are non-interest bearing and,~~ as ~~such,~~required doby ~~not~~the terms ~~reflect market rates~~ of ~~interest-bearing~~our ~~loans~~senior tocredit ~~unaffiliated~~facility ~~third~~as ~~parties.~~ follows:

At present, the primary source of repayment of the net advances is through our ability to pay dividends or make other distributions, and there is no immediate intent for the amounts to be repaid. Accordingly, these advances have been treated as a reduction of stockholder’s investment and are described as “distributions” in our consolidated financial statements.


	Calculation for the twelve months ended
	September 30, 2013			December 31, 2013
Net income	$	35,862		$	21,714
Provision for income taxes		18,399			12,475
Interest expense		36,905			36,900
(Gain) loss on disposal of assets		(55	)		11
Depreciation and amortization		7,336			7,112
Provision for doubtful accounts		159			83
Gain on settlement of insurance policies		(3,993	)		—
Other noncash charges		1,349			1,349

Consolidated EBITDA	$	95,962		$	79,644

~~Under~~Consolidated ~~the~~EBITDA ~~terms~~is a non-GAAP measure which is only presented for purposes of assisting the ~~agreements~~reader ~~relating~~in tounderstanding our compliance ~~indebtedness,~~with ~~future~~our ~~advances,~~financial ~~distributions~~covenants. ~~and~~We ~~dividends~~have tocalculated ~~related~~Consolidated ~~parties~~EBITDA ~~are~~in ~~subject to~~accordance ~~certain~~with ~~restrictions.~~the Wespecific ~~anticipate~~requirements ~~that,~~of ~~subject~~our tosenior ~~such~~credit ~~restrictions~~facility, ~~applicable~~and ~~law~~this ~~and~~calculation ~~payment~~may ~~obligations~~not be consistent with ~~respect~~similarly totitled ~~our~~measures ~~indebtedness,~~used weby ~~will~~other companies. ~~make~~This ~~advances,~~measure ~~distributions~~should not be considered in isolation or ~~dividends~~as toa ~~related~~substitute ~~parties~~for measures of performance prepared in ~~the~~accordance ~~future~~with GAAP.

We ~~were~~believe that ~~charged~~based ~~under~~on aanticipated ~~tax~~results ~~sharing agreement with Perpetual~~ for ~~federal~~Fiscal ~~and state income taxes totaling $10~~2014,~~513~~ ~~and~~we ~~$15,065~~will ~~during~~be ~~the~~able ~~nine~~to ~~months~~continue ~~ended June 30, 2012 and 2013, respectively. We made tax payments~~ to ~~Perpetual~~comply ofwith ~~$14,331 and $18,544 during~~ the ~~nine~~financial ~~months~~covenants ~~ended~~of ~~June 30,~~our ~~2012~~senior ~~and~~credit ~~2013, respectively~~facility.

~~Stockholder’s~~The indenture ~~deficit~~for ~~amounted~~our tolong-term ~~$388~~debt provides that,~~520,~~ anwhether ~~increase~~or not required by the rules and regulations of ~~$19~~the SEC,~~970~~ so long as any senior notes are outstanding, orwe, ~~5.4%~~at our expense, ~~from~~will ~~the~~furnish ~~September~~to each holder (i) ~~30,~~all ~~2012~~quarterly ~~deficit~~and ofannual ~~$368,550.~~financial information ~~The~~that ~~increase~~would ~~was~~be ~~due~~required to be contained in a ~~net~~filing ~~increase~~with inthe ~~distributions~~SEC on Forms 10-Q and 10-K, if we were required to ~~owners~~ file such forms, including a “Management’s Discussion and Analysis of ~~$51~~Financial Condition and Results of Operations” and,~~779~~ with respect to the annual financial information only, ~~partially~~a ~~offset~~report thereon by ~~net~~our ~~income~~certified ~~for~~independent accountants and (ii) all current reports that would be required to be filed with the ~~nine~~SEC on Form 8-~~month~~K ~~period~~if ofwe ~~$31,809~~were required to file such reports. ~~The~~In ~~net~~addition, ~~increase~~the inindenture ~~distributions~~also toprovides ~~owners~~that, ~~was~~whether or not required by the ~~result~~rules and regulations of ~~cash~~the ~~advances~~SEC, we will file a copy of all such information and ~~tax~~reports ~~payments~~with ~~under~~the SEC for public availability (unless the ~~tax~~SEC ~~sharing~~will not ~~agreement,~~accept ~~partially~~such ~~offset~~a byfiling) ~~tax~~and ~~charges~~make such information available to securities analysts and prospective investors upon request. Although our duty to file such reports with the SEC has been automatically suspended pursuant to Section 15(d) of the Securities Exchange Act of 1934 effective October 1, 2010, we will continue to file such reports in accordance with the terms of the indenture.

~~Indebtedness.~~12 Our total debt increased from $455,000 at September 30, 2012 to $460,000 at June 30, 2013, and consisted of our $455,000 8% senior notes due May 15, 2018 and $5,000 of draws under our senior credit facility. The increase in total debt from September 30, 2012 to June 30, 2013 was due to net draws under the senior credit facility.

12Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-(Continued)

~~Table~~(Dollars ofin ~~Contents~~thousands)

~~Item~~Other 2Uses of Cash. ~~Management’s~~We ~~Discussion~~anticipate ~~and~~that ~~Analysis~~capital expenditures for Fiscal 2014 will be at a minimal level leading up to the closing date of ~~Financial~~the ~~Condition~~purchase ~~and~~agreement. ~~Results~~See “Purchase Agreement”. We expect that the source of ~~Operations~~funds for these anticipated capital expenditures will be cash provided by operations and borrowings under the senior credit -facility. ~~(Continued)~~Capital expenditures during the three months ended December 31, 2013 totaled $94.

~~(Dollars~~Based inupon ~~thousands)~~our current level of operations, we believe that available cash, together with cash flows generated by operating activities and amounts available both under the senior credit facility and from repayments of distributions to owners, will be adequate to meet our anticipated future requirements for working capital, capital expenditures and scheduled payments of interest on our debt for the next twelve months.

~~from~~13 ~~LIBOR plus 2.75% depending on certain financial operating tests.~~

~~Our~~Item ~~senior credit facility has four financial maintenance covenants which are calculated based on the most recent twelve months of activity as of the end of each quarter~~3. ~~These~~Quantitative ~~financial maintenance covenants include a minimum interest coverage ratio, maximum total~~ and ~~senior~~Qualitative ~~leverage~~Disclosures ~~ratios~~About ~~and~~Market aRisk ~~minimum~~(Dollars ~~fixed~~in charge coverage ratio. The total leverage ratio covenant is currently the most restrictive of the four financial maintenance covenants, and it also serves to limit cash advances to Perpetual. The calculation and the requirements for this ratio as of September 30, 2012 and June 30, 2013 are provided below. thousands)

	As ofSeptember 30,2012		As ofJune 30,2013
Total Leverage Ratio
Calculation:
Total debt	$	455,000	$	460,000
Consolidated EBITDA, as defined below	$	94,200	$	105,353
Total debt divided by Consolidated EBITDA		4.83		4.37
Requirements (calculation must not exceed):
Financial covenant		6.75		6.75
Cash advances to Perpetual		6.75		6.75

At December 31, 2013, we had other financial instruments consisting primarily of long-term fixed interest rate debt. Such debt, with future principal payments of $455,000, matures May 15, 2018. At December 31, 2013, the carrying value of such debt was $455,000, the fair value was approximately $483,000 and the interest rate was 8%. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. We estimate the fair value of our long-term fixed interest rate debt by using quoted market prices. We actively monitor the capital markets in analyzing our capital raising decisions.

13Item 4. Controls and Procedures

~~Table~~The Company has performed an evaluation of ~~Contents~~its disclosure controls and procedures (as defined by Exchange Act rule 15d-15(e)) as of December 31, 2013. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective.

~~Item~~There 2.were ~~Management~~no changes in the Company’s ~~Discussion~~internal ~~and~~control ~~Analysis~~over offinancial ~~Financial~~reporting ~~Condition~~during ~~and~~the ~~Results~~quarter ofended ~~Operations~~December 31, 2013 that have materially -affected, ~~(Continued)~~or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~(Dollars~~PART II in- ~~thousands)~~OTHER INFORMATION

~~Consolidated~~Item ~~EBITDA~~1. isLegal ~~a defined term in our senior credit facility and is calculated as required by the terms of our senior credit facility as follows:~~ Proceedings

	Calculation for the twelve months ended
	September 30,2012		June 30,2013
Net income	$	28,930	$	41,447
Provision for income taxes		16,674		21,585
Interest expense		36,984		36,937
Loss (gain) on disposal of assets		760		(22	)
Depreciation and amortization		8,864		7,688
Provision for doubtful accounts		559		363
Gain on settlement of insurance policies		—		(3,993	)
Other noncash charges		1,429		1,348
Consolidated EBITDA	$	94,200	$	105,353

We currently and from time to time are involved in litigation incidental to the conduct of our business, including suits based on defamation and employment activity. We are not currently a party to any lawsuit or proceeding which, in our opinion, could reasonably be expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

~~Consolidated~~Item ~~EBITDA is a non-GAAP measure which is only presented for purposes of assisting the reader in understanding our compliance with our financial covenants~~6. We have calculated Consolidated EBITDA in accordance with the specific requirements of our senior credit facility, and this calculation may not be consistent with similarly titled measures used by other companies. This measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Exhibits

~~We believe that based on anticipated results for Fiscal 2013, we will be able to continue to comply with the financial covenants of our senior credit facility~~a. Exhibits

~~The~~See ~~indenture~~Exhibit ~~for~~Index our long-term debt provides that, whether or not required by the rules and regulations of the SEC, so long as any senior notes are outstanding, we, at our expense, will furnish to each holder (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on ~~Forms~~pages 1016-Q and 10-K, if we were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial information only, a report thereon by our certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports18. In addition, the indenture also provides that, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Although our duty to file such reports with the SEC has been automatically suspended pursuant to Section 15(d) of the Securities Exchange Act of 1934 effective October 1, 2010, we will continue to file such reports in accordance with the terms of the indenture.

~~Other~~14 ~~Uses of Cash. We anticipate that capital expenditures for Fiscal 2013 will approximate $4,000, and will primarily be for the acquisition of technical equipment and vehicles to support ongoing~~

~~Table~~SIGNATURES ~~of Contents~~

~~Item~~Pursuant 2.to ~~Management’s~~the ~~Discussion~~requirements ~~and~~of ~~Analysis~~the Securities Exchange Act of ~~Financial~~1934, ~~Condition~~the ~~and~~registrant ~~Results~~has ofduly ~~Operations~~caused this report to be signed on its behalf by the undersigned -thereunto ~~(Continued)~~duly authorized.

~~(Dollars~~ALLBRITTON inCOMMUNICATIONS ~~thousands)~~COMPANY (Registrant)

operations across our stations. We expect that the source of funds for these anticipated capital expenditures will be cash provided by operations and borrowings under the senior credit facility. Capital expenditures during the nine months ended June 30, 2013 totaled $3,396.


February 11, 2014		/s/ Robert L. Allbritton
Date	Name:	Robert L. Allbritton
	Title:	Chairman and Chief Executive Officer

February 11, 2014		/s/ Stephen P. Gibson
Date	Name:	Stephen P. Gibson
	Title:	Senior Vice President and Chief Financial Officer

~~Based~~15 upon our current level of operations, we believe that available cash, together with cash flows generated by operating activities and amounts available both under the senior credit facility and from repayments of distributions to owners, will be adequate to meet our anticipated future requirements for working capital, capital expenditures and scheduled payments of interest on our debt for the next twelve months.

~~Table~~EXHIBIT ofINDEX ~~Contents~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk


Exhibit No.	Description of Exhibit	Page No.

3.1	Certificate of Incorporation of ACC. (Incorporated by reference to Exhibit 3.1 of Company’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*

3.2	Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 of Registrant’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*

4.1	Indenture dated as of April 30, 2010 between ACC and U.S. Bank National Association, as trustee, relating to the 8% Senior Notes due 2018. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

4.2	Credit Agreement dated as of August 23, 2005 by and among ACC, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*

4.3	Amendment No. 1 to Loan Documents, dated February 5, 2009 by and among ACC, certain of its subsidiaries, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated February 5, 2009)		*

4.4	Amendment No. 2 to Credit Agreement, dated November 13, 2009 by and among ACC, certain of its subsidiaries, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.6 of the Company’s Report on Form 10-K, No. 333-02302, dated December 18, 2009)		*

4.5	Amendment No. 3 to Credit Agreement and Amendment No. 2 to Collateral Assignment dated as of April 29, 2010 among ACC, its subsidiaries, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

4.6	Amendment No. 4 to Credit Agreement and Confirmation of Guarantee Agreement and Security Documents dated as of April 30, 2012 among ACC, its subsidiaries, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2012)		*

At16 June 30, 2013, we had other financial instruments consisting primarily of long-term fixed interest rate debt. Such debt, with future principal payments of $455,000, matures May 15, 2018. At June 30, 2013, the carrying value of such debt was $455,000, the fair value was approximately $482,000 and the interest rate was 8%. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. We estimate the fair value of our long-term fixed interest rate debt by using quoted market prices. We actively monitor the capital markets in analyzing our capital raising decisions.

The Company has performed an evaluation of its disclosure controls and procedures (as defined by Exchange Act rule 15d-15(e)) as of June 30, 2013. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective.


Exhibit No.	Description of Exhibit	Page No.

4.7	Security Agreement dated as of April 29, 2010 made by ACC and its subsidiaries to Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

4.8	Intellectual Property Security Agreement dated April 29, 2010 made by ACC and its subsidiaries to Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 4.3 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

10.1	Purchase Agreement dated April 22, 2010 by and among ACC, Deutsche Bank Securities Inc. and Banc of America Securities LLC as representatives for the initial purchasers. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated April 27, 2010)		*

10.2	Registration Rights Agreement dated as of April 30, 2010 among ACC, Deutsche Bank Securities Inc. and Banc of America Securities LLC. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

10.3	Primary Television Affiliation Agreement (WSET, Incorporated) (with a schedule attached for other stations’ substantially identical affiliation agreements). (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, No. 333-02302, dated September 14, 2012)**		*

10.4	Tax Sharing Agreement effective as of September 30, 1991 by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc., amended as of October 29, 1993. (Incorporated by reference to Exhibit 10.11 of Company’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*

10.5	Second Amendment to Tax Sharing Agreement effective as of October 1, 1995 by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9 of the Company’s Form 10-K, No. 333-02302, dated December 22, 1998)		*

10.6	Pledge Agreement dated as of August 23, 2005 by and among ACC, Allbritton Group, Inc., Allfinco, Inc., and Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*

10.7	Unlimited Guaranty dated as of August 23, 2005 by each of the subsidiaries of ACC in favor of Bank of America, N.A., as Administrative Agent. (Incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*

~~There~~17 were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

Item 1. Legal Proceedings


Exhibit No.	Description of Exhibit	Page No.

10.8	Collateral Assignment of Proceeds and Security Agreement dated as of August 23, 2005 by and among certain subsidiaries of ACC and Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*

14.1	Code of Ethics for Senior Financial Officers. (Incorporated by reference to Exhibit 14 of the Company’s Form 10-K, No. 333-02302, dated December 12, 2003)		*

31.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

101.1	Interactive Data File

We* ~~currently~~Previously and from time to time are involved in litigation incidental to the conduct of our business, including suits based on defamation and employment activity. We are not currently a party to any lawsuit or proceeding which, in our opinion, could reasonably be expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows. filed

~~Item 6.~~** ~~Exhibits~~Portions have been omitted pursuant to confidential treatment

a.18 ~~Exhibits~~

See Exhibit Index on pages 18-20.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLBRITTON COMMUNICATIONS COMPANY
			(Registrant)
August 8, 2013		/s/ Robert L. Allbritton
Date		Name:	Robert L. Allbritton
		Title:	Chairman and Chief Executive Officer
August 8, 2013		/s/ Stephen P. Gibson
Date		Name:	Stephen P. Gibson
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

ExhibitNo.	Description of Exhibit	Page No.
3.1	Certificate of Incorporation of ACC. (Incorporated by reference to Exhibit 3.1 of Company’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*
3.2	Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 of Registrant’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*
4.1	Indenture dated as of April 30, 2010 between ACC and U.S. Bank National Association, as trustee, relating to the 8% Senior Notes due 2018. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*
4.2	Credit Agreement dated as of August 23, 2005 by and among ACC, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*
4.3	Amendment No. 1 to Loan Documents, dated February 5, 2009 by and among ACC, certain of its subsidiaries, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated February 5, 2009)		*
4.4	Amendment No. 2 to Credit Agreement, dated November 13, 2009 by and among ACC, certain of its subsidiaries, certain financial institutions, and Bank of America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc., as the Syndication Agent. (Incorporated by reference to Exhibit 4.6 of the Company’s Report on Form 10-K, No. 333-02302, dated December 18, 2009)		*
4.5	Amendment No. 3 to Credit Agreement and Amendment No. 2 to Collateral Assignment dated as of April 29, 2010 among ACC, its subsidiaries, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*

ExhibitNo.	Description of Exhibit	Page No.
4.6	Amendment No. 4 to Credit Agreement and Confirmation of Guarantee Agreement and Security Documents dated as of April 30, 2012 among ACC, its subsidiaries, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2012)		*
4.7	Security Agreement dated as of April 29, 2010 made by ACC and its subsidiaries to Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*
4.8	Intellectual Property Security Agreement dated April 29, 2010 made by ACC and its subsidiaries to Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 4.3 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*
10.1	Purchase Agreement dated April 22, 2010 by and among ACC, Deutsche Bank Securities Inc. and Banc of America Securities LLC as representatives for the initial purchasers. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated April 27, 2010)		*
10.2	Registration Rights Agreement dated as of April 30, 2010 among ACC, Deutsche Bank Securities Inc. and Banc of America Securities LLC. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated May 3, 2010)		*
10.3	Primary Television Affiliation Agreement (WSET, Incorporated) (with a schedule attached for other stations’ substantially identical affiliation agreements). (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, No. 333-02302, dated September 14, 2012)**		*
10.4	Tax Sharing Agreement effective as of September 30, 1991 by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc., amended as of October 29, 1993. (Incorporated by reference to Exhibit 10.11 of Company’s Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)		*
10.5	Second Amendment to Tax Sharing Agreement effective as of October 1, 1995 by and among Perpetual Corporation, ACC and ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9 of the Company’s Form 10-K, No. 333-02302, dated December 22, 1998)		*

ExhibitNo.	Description of Exhibit	Page No.
10.6	Pledge Agreement dated as of August 23, 2005 by and among ACC, Allbritton Group, Inc., Allfinco, Inc., and Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*
10.7	Unlimited Guaranty dated as of August 23, 2005 by each of the subsidiaries of ACC in favor of Bank of America, N.A., as Administrative Agent. (Incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*
10.8	Collateral Assignment of Proceeds and Security Agreement dated as of August 23, 2005 by and among certain subsidiaries of ACC and Bank of America, N.A., as Agent. (Incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K, No. 333-02302, dated August 23, 2005)		*
14.1	Code of Ethics for Senior Financial Officers. (Incorporated by reference to Exhibit 14 of the Company’s Form 10-K, No. 333-02302, dated December 12, 2003)		*
31.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
101.1	Interactive Data File

* Previously filed

** Portions have been omitted pursuant to confidential treatment

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