10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

Form 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to

LIN Media LLC

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36032

LIN Television Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 000-25206

Delaware	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
05-0501252	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) 380-4400

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
Class A common shares	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

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 o   No ý

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 o Accelerated Filer o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates (based on the last reported sale price of the registrant's class A common shares on June 30, 2013 on the New York Stock Exchange) was approximately $794 million.

Document Description	Form 10-K
Portions of the Registrant's Proxy Statement on Schedule14A for the Annual Meeting of Shareholders to be held on May 6, 2014	Part III

DOCUMENTS INCORPORATED BY REFERENCE

NOTE:

This combined Form 10-K is separately filed by LIN Media LLC and LIN Television Corporation. LIN Television Corporation meets the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.

LIN Media LLC Class A common shares, issued and outstanding as of February 27, 2014 : 34,495,067 shares.

LIN Media LLC Class B common shares, issued and outstanding as of February 27, 2014: 20,901,726 shares.

LIN Media LLC Class C common shares, issued and outstanding as of February 27, 2014: 2 shares.

LIN Television Corporation common shares, issued and outstanding as of February 27, 2014: 1,000 shares.

EXPLANATORY NOTE

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), completed its merger with and into LIN Media LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV (“LIN LLC”), with LIN LLC as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been reported by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 Annual Report on Form 10-K 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 above referenced Form 8-K.

Table of Contents

PART I
Item 1.	Business	5
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	30
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
PART II
Item 5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	Selected Financial Data	33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	54
PART III
Item 10.	Directors and Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	54
Item 13.	Certain Relationships and Related Transactions and Director Independence	54
Item 14.	Principal Accounting Fees and Services	54
PART IV
Item 15.	Exhibits and Financial Statements Schedules	55
Schedule I	Condensed Financial Information of the Registrant	F-94
EXHIBITS
21	Subsidiaries of the Registrant
10.23	Stock Purchase Agreement, dated January 27, 2014, between LIN Digital Media LLC and FMPL Holdings, Inc.
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of PricewaterhouseCoopers LLP
31.1	Certification pursuant to Section 302 of the CEO of LIN Media LLC
31.2	Certification pursuant to Section 302 of the CFO of LIN Media LLC
31.3	Certification pursuant to Section 302 of the CEO of LIN Television Corporation
31.4	Certification pursuant to Section 302 of the CFO of LIN Television Corporation
32.1	Certification pursuant to Section 906 of the CEO and CFO of LIN Media LLC
32.2	Certification pursuant to Section 906 of the CEO and CFO of LIN Television Corporation
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

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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 the captions Item 1. "Business" and Item 7. "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 or 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", as well as the following:

• volatility and periodic changes in our advertising revenues;

• economic conditions, including adverse changes in the national and local economies in which our stations operate and volatility and disruption of the capital and credit markets;

• effects of complying with accounting standards, including with respect to the treatment of our intangible assets;

• inability or unavailability of additional debt or equity capital;

• restrictions on our operations due to, and the effect of, our significant indebtedness;

• our ability to continue to comply with financial debt covenants dependent on cash flows;

• increased competition, including from newer forms of entertainment and entertainment media, changes in distribution methods or changes in the popularity or availability of programming;

• increased costs, including increased news and syndicated programming costs and increased capital expenditures as a result of acquisitions or necessary technological enhancements;

• effects of our control relationships, including the control that Hicks, Muse & Co. Partners, L.P. ("HMC") and its affiliates have with respect to corporate transactions and activities we undertake;

• adverse state or federal legislation or regulation or adverse determinations by regulators, including adverse changes in, or interpretations of, the exceptions to the Federal Communications Commission ("FCC") duopoly rule and the allocation of broadcast spectrum;

• declines in the domestic advertising market;

• further consolidation of national and local advertisers;

• global or local events that could disrupt television broadcasting;

• risks associated with acquisitions including integration of acquired businesses;

• changes in television viewing patterns, ratings and commercial viewing measurement;

• changes in our television network affiliation agreements;

• changes in our retransmission consent agreements; and

• seasonality of the broadcast business due primarily to political advertising revenues in even years.

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, to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events except to the extent required by applicable law.

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PART I

Item 1.    Business

Overview

LIN Media LLC ("LIN LLC") is a local multimedia company that currently owns, operates or services 43 television stations and seven digital channels in 23 U.S. markets, along with a diverse portfolio of websites, apps and mobile products that make it more convenient to access our unique and relevant content on multiple screens. Our highly-rated television stations deliver superior local news, community service, and popular sports and entertainment programming to viewers, reaching 10.5% of U.S. television homes. All of our television stations are affiliated with a national broadcast network and are primarily located in the top 75 Designated Market Areas ("DMAs") as measured by Nielsen Media Research ("Nielsen"). Our digital media division operates from 31 markets across the country, including New York City, Los Angeles, San Francisco, Chicago, Atlanta, Dallas, Detroit and Washington D.C., and delivers measurable results to some of the nation's most respected agencies and companies. In this report, the terms "Company," "we," "us" or "our" mean LIN LLC and all subsidiaries included in our consolidated financial statements. Our class A common shares are traded on the New York Stock Exchange ("NYSE") under the symbol "LIN".

We provide free, over-the-air broadcasts of our programming 24 hours per day to the communities we are licensed to serve. We are committed to serving the public interest by making advertising time available to political candidates, by providing free daily local news coverage, making public service announcements and broadcasting children's programming.

We seek to have the largest local media presence in each of our local markets by combining strong network and syndicated programming with leading local news, and by pursuing our multi-channel strategy. We also deliver our content online and on mobile applications, which we believe could provide a significant revenue stream to the television broadcasting industry. Mobile digital broadcast television enables consumers to watch live television on their laptops, smartphones, tablet computers and other mobile devices. We expect over-the-air television delivered to mobile and out-of-home devices in our local markets to meet the growing demand of on-the-go consumers. Additionally, we invest in companies that focus on emerging media and interactive technologies to expand our local multi-platform and digital product offerings.

Development of Our Business

Ownership and organizational structure

Our Company (including its predecessors) has owned and operated television stations since 1966. LIN Television Corporation ("LIN Television"), our wholly-owned subsidiary, is a Delaware corporation and was incorporated on June 18, 1990. LIN TV Corp., a Delaware corporation ("LIN TV") was incorporated on February 11, 1998 and on May 3, 2002, completed its initial public offering and shares of LIN TV class A common stock began trading on the NYSE. On July 30, 2013, LIN TV merged 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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”).

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 registrant 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 Annual Report on Form 10-K 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.

Our corporate offices are located at 701 Brazos Street, Suite 800, Austin, Texas 78701.

    We have three classes of common shares. The class A common shares and the class C common shares are both voting common shares, with the class C common shares having 70% of the aggregate voting power. The class B common shares are held by current and former affiliates of HMC and have no voting rights, except that without the consent of a majority of the class B common shares, we cannot enter into a wide range of corporate transactions.

This capital structure allowed us to issue voting shares while preserving the pre-existing ownership structure in which the class B shareholders did not have an attributable ownership interest in our television broadcast licenses pursuant to the rules of the FCC.

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The following diagram summarizes our corporate structure as of February 27, 2014:

Class A Common Shares		Class B Common Shares	Class C Common Shares
34,495,067 shares outstanding listed on the NYSE under the symbol "LIN"		20,901,726 shares outstanding, all of which are currently held by affiliates or former affiliates of HMC	2 shares outstanding, 1 of which is held by affiliates of Mr. Royal W. Carson III, a director, and the other by HMC
30% voting power		Non-voting	70% voting power
	LIN Media LLC
	LIN Television Corporation
	Television Stations and Digital Operations

All of the shares of our class B common shares are held by affiliates of HMC or former affiliates of HMC. The class B common shares are convertible into class A common shares or class C common shares in various circumstances. The class C common shares are also convertible into class A common shares in certain circumstances. If affiliates of HMC converted their shares of class B common shares into shares of class A common shares and the shares of class C common shares were converted into shares of class A common shares as of February 27, 2014, the holders of the converted shares of class C common shares would own less than .01% of the total outstanding shares of class A common shares and resulting voting power, and the affiliates of HMC would own 37.7% of the total outstanding shares of class A common shares and resulting voting power.

Our television stations

We own, operate or service 43 television stations and seven digital channels in 23 U.S. markets, including two affiliates and one digital channel pursuant to local marketing agreements, six affiliates pursuant to joint sales and shared services agreements, two affiliates pursuant to shared services agreements, and three low-power stations, which are affiliated with a national network and operate as a stand-alone affiliate. The following table lists the stations and digital channels that we own, operate or service:

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Market(1)	DMA Rank (2)	Station	Affiliation(s)	Channel	Status (3)	FCC license expiration
Portland, OR	22	KOIN-TV(4)	CBS	40		2/1/2015
Indianapolis, IN	26	WISH-TV(4)	CBS	9		8/1/2013	(6)
		WNDY-TV	MNTV	32		8/1/2021
Hartford-New Haven, CT	30	WTNH-TV	ABC	10		4/1/2015
		WCTX-TV	MNTV	39		4/1/2015
Grand Rapids-Kalamazoo-Battle Creek, MI	39	WOOD-TV(4)	NBC	7		10/1/2013	(6)
		WOTV-TV	ABC	20		10/1/2013	(6)
		WXSP-CD	MNTV	Various		10/1/2021
Austin, TX	40	KXAN-TV	NBC	21		8/1/2014
		KNVA-TV(4)	CW	49	LMA	8/1/2014
		KBVO-TV(5)	MNTV	27		8/1/2014
Birmingham, AL	44	WIAT-TV	CBS	30		4/1/2013	(6)
Norfolk-Portsmouth-Newport News, VA	45	WAVY-TV(4)	NBC	31		10/1/2012	(6)
		WVBT-TV	FOX	29		10/1/2012	(6)
Albuquerque-Santa Fe, NM	47	KRQE-TV(4)	CBS	13		10/1/2014
		KASA-TV(4)	FOX	27		10/1/2014
		KWBQ-TV(4)	CW	29	SSA	10/1/2014
		KASY-TV	MNTV	45	SSA	10/1/2014
Buffalo, NY	52	WIVB-TV	CBS	39		6/1/2015
		WNLO-TV	CW	32		6/1/2015
Providence, RI-New Bedford, MA	53	WPRI-TV	CBS	13		4/1/2015
		WNAC-TV	FOX	12	LMA	4/1/2007	(6)
		WNAC-TV-D2	MNTV	12.2	LMA	4/1/2007	(6)
Mobile, AL/Pensacola, FL	59	WALA-TV	FOX	9		4/1/2013	(6)
		WFNA-TV	CW	25		4/1/2013	(6)
Dayton, OH	64	WDTN-TV	NBC	50		10/1/2013	(6)
		WBDT-TV	CW	26	SSA/JSA	10/1/2013	(6)
Wichita-Hutchinson, KS	67	KSNW-TV(4)	NBC	45		6/1/2014	(6)
		KSNG-TV-D2	TEL	11.2		6/1/2014	(6)
Honolulu, HI	69	KHON-TV(4)	FOX	8		2/1/2015
		KHON-TV-D2	CW	8		2/1/2015
Green Bay-Appleton, WI	70	WLUK-TV(4)	FOX	11		12/1/2013	(6)
		WCWF-TV	CW	21		12/1/2021
Savannah, GA	92	WJCL-TV	ABC	22		12/31/2018
		WTGS-TV	FOX	28	SSA/JSA	12/1/2012	(6)
Fort Wayne, IN	109	WANE-TV	CBS	31		8/1/2013	(6)
Youngstown, OH	113	WYTV-DT	ABC	36	SSA/JSA	8/31/2013	(6)
		WKBN-TV	CBS	41		10/1/2013	(6)
		WYFX-LD	FOX	19		10/1/2013	(6)
		WYTV-DT2	MNTV	36.2	SSA/JSA	10/1/2013	(6)
Springfield-Holyoke, MA	114	WWLP-TV(4)	NBC	11		4/1/2015
Topeka, KS	134	KTKA-TV	ABC	49	SSA/JSA	6/1/2014	(6)
		KTKA-TV-D3	CW	49.3	SSA/JSA	6/1/2014	(6)
		KSNT-TV(4)	NBC	27		6/1/2014	(6)
		KTMJ-CD	FOX	43		6/1/2014	(6)
Mason City, IA	153	KIMT-TV	CBS	42		2/1/2022
		KIMT-TV-DT2	MNTV	42.2		2/1/2022
Terre Haute, IN	155	WTHI-TV(4)	CBS	10		8/1/2013	(6)
		WTHI-TV-D2	FOX	10.2		8/1/2013	(6)
Lafayette, IN	189	WLFI-TV	CBS	11		8/1/2021

_______________________________________________________________________________

⁽¹⁾  On February 12, 2013, we sold our equity interest in a joint venture with NBCUniversal Media, LLC ("NBC"). The joint venture was a limited partner in a business that owns television stations KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego. For further information, see "Joint Venture Sale Transaction."

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(2) DMA estimates and rankings are taken from Nielsen Local Universe Estimates for the 2013-2014 Broadcast Season, effective September 28, 2013. There are 210 DMAs in the United States. All Nielsen data included in this report represents Nielsen's estimates, and Nielsen has neither reviewed nor approved the data included in this report.

(3) We own and operate all of our stations and digital channels except for those (i) noted as "LMA" which indicates stations to which we provide services under a local marketing agreement (see "Distribution of Programming-Full-power television stations" for a description of these agreements), (ii) noted as "SSA" which indicates stations to which we provide technical, engineering, promotional, administrative and other operational support services under a shared services agreement (see "Distribution of Programming-Full-power television stations" for a description of these agreements), and (iii) noted as "JSA" which indicates stations to which we provide advertising sales services under a joint sales agreement (see "Principal Sources of Revenue-Other revenues" for a description of these agreements).

(4) WISH-TV includes a low-power station, WIIH-CD. WOOD-TV, WAVY-TV, KNVA-TV, KRQE-TV, KASA-TV, KOIN-TV, KSNT-TV, WLUK-TV and WWLP-TV each includes a group of low-power stations. KRQE-TV includes two satellite stations, KBIM-TV and KREZ-TV. KWBQ-TV includes one satellite station KRWB-TV. KHON-TV includes two satellite stations, KHAW-TV and KAII-TV. KSNW-TV includes KSNC(TV), KSNG(TV) and KSNK(TV) as satellite stations and KSNL-LD as a translator. We own, operate or service all of these satellite stations and low-power stations, which broadcast either identical programming as the primary station or programming specific to such channel.

(5) KBVO-TV is a full power satellite station of KXAN-TV and its primary affiliate is MyNetworkTV.

(6) License renewal applications have been filed with the FCC and are currently pending. For further information on license renewals, see "Federal Regulation of Television Broadcasting-License Renewals".

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 the transactions contemplated by 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”). 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. 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 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 $1.00. 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 of the JV Sale Transaction, and the capital contribution 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 capital contribution. 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 $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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

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change in classification was treated as a liquidation of LIN TV for federal income tax purposes and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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 we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

Recent Acquisitions

On April 4, 2013, LIN Television acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, Inc. ("HYFN"), a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices, for $7.2 million. Additionally, on April 9, 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, Inc. ("Dedicated Media"), a multi-channel advertisement buying and optimization company, for $5.8 million. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"), a digital content and conversational marketing company. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing, and was funded from cash on hand and amounts drawn on our revolving credit facility.

For additional information on these acquisitions, see Note 2, "Acquisitions" to our consolidated financial statements.

Description of Our Business

We own, operate or service 43 television stations, seven digital channels, websites and mobile apps in 23 U.S. markets, with multiple network affiliated channels in 18 markets. Our growing digital media portfolio helps agencies and brands effectively and efficiently reach their target audiences at scale by utilizing our comScore, Inc. rated Top 15 Video market share⁽¹⁾ and the latest in conversational marketing, video, display, mobile, social intelligence and monetization, as well as reporting across all screens. Our vision is to be the market-leading multimedia company and consumers' and advertisers' preferred choice for unique, innovative and relevant content on all screens.

The principal components of our strategy include:

• Sustain our Local News Leadership & Extend the Reach of Our Brands.  The strength of our local news brands is a result of our ability to embrace changing media habits, focus on superior multiscreen content production and distribution, invest in localism, and commit to training and sharing best practices throughout our organization. In 2013, we launched high definition newscasts at five stations, which completes the transition of all of our television stations to high definition and enhances our competitive positions in our local markets. In addition, 11 of our television stations launched or expanded their local news products in 2013. Finally, in 2013, we launched live streaming of our local newscasts on all of our television station websites. We capitalized on our duopoly strategy and added or expanded morning news on several of our secondary stations when the big three networks are all airing network morning shows. Delivering the best and most relevant local content to viewers on multiple screens is an important part of our strategy. Regardless of the screen, viewers have instant and easy access to our unique local content, 24/7, and on any device. For example, we provide groundbreaking, in-depth investigative journalism that informs our viewers through on-air stories, interactive features and online special sections. We are focused on extending the reach of our local brands, which drives brand loyalty, and in turn, attracts advertising dollars. As a result of our strategy and efforts, the majority of our television, website and mobile screens consistently rank at the top of our local markets compared to our broadcast competitors.

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⁽¹⁾comScore Video Metrix data; December 2013. LIN Digital Video, Video Type; Ads, Media; Video Advertising Networks - Actual Reach.

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• Build Scale, Synergies & Efficiencies.  In 2013, we successfully integrated the largest acquired group of TV stations in our company’s history. We transitioned and trained employees on our news, sales and digital platforms; created more multiscreen, cross-selling opportunities; built a digital culture from the ground up; launched high definition in every market; and improved the quality of the stations’ newscasts and programming. The newly acquired or serviced television stations are providing significant opportunities to grow our digital business, increase our bargaining power with multichannel video programming distributors ("MVPDs"), networks and syndicators, and add greater scale to amortize digital media and technology investments, including our shared services capabilities. Also in 2013, we opened our third regional technology center, which provides engineering, operations, financial and administrative functions for several of our television stations in order to maximize operating synergies and reduced capital costs. We also continued to achieve company-wide operating efficiencies through economies of scale in the purchase of programming, ratings services, research services, national sales representation, capital equipment and other vendor services. Finally, in 2013, we continued to advance our "Accelerate" sales strategy in order to create cross-selling multiplatform opportunities; enhance the technical capabilities of our sales teams; improve synergies and streamline and standardize all sales support functions and operations to benefit our advertisers.

• Grow and Differentiate Our Digital Media Business.   We are committed to building our digital media business in a smart and strategic way. In 2013, we expanded our portfolio with two companies that greatly enhance our digital marketing capabilities, increase our scale, deliver important synergies and differentiate us from the competition. HYFN is a full service digital agency that develops and implements award-winning mobile, social and web experiences for some of the world’s largest brands. In 2013, HYFN unveiled its new social media management platform called HYFN8 that allows marketers to listen and react to online consumer behavior in real-time. We also invested in Dedicated Media, an innovator in performance-based marketing, data targeting and analytics. Dedicated Media enables us to further optimize our clients’ digital marketing campaigns and deliver even greater return on investment. We remained ahead of the curve in 2013 through our continuous multiscreen product innovation and advertising solutions that reach target audiences and generate results. For example, LIN Mobile unveiled ONE^TM, its new suite of mobile marketing solutions that enable brands to truly become “mobile-first”; engaging consumers on the devices they use most frequently, with the intelligence required to effectively deliver unified brand messaging across screens.In 2013,we continued to build our national digital sales force, while, at the same time, leveraging the strong relationships we have in each of our markets to sell more multiscreen campaigns to large, local advertisers.Our portfolio of video, display, mobile and social platforms, including our recently launched Video Insights Platform (“VIP”), helps agencies and brands efficiently and effectively reach our targeted audiences at scale, leveraging the latest in conversational marketing, digital solutions and reporting across all platforms. As a result of our strategy, digital revenues have increased from 1% of total revenues in 2007, when our digital media business was launched, to 14% of total revenues in 2013.⁽²⁾ 

• Secure Subscriber Fees from Pay-Television Operators.  According to Nielsen, cable, satellite television and telecommunications companies currently provide video program services to approximately 90% of total U.S. television households.⁽³⁾ The surge of competition from satellite and telecommunications companies, combined with our strong local and national programming, provides us with compelling negotiating positions to obtain compensation for our channels. It is of critical importance to the broadcast industry that pay-television operators pay subscriber fees that are commensurate with the superior ratings our channels achieve relative to cable channels. In 2013, we successfully renewed agreements with pay television providers that account for nearly 20% of the subscribers in our markets, and over the next two years, we will work to negotiate renewals that represent more than 75% of the subscribers in our markets. This is an important revenue stream for broadcasters and we are focused on closing the gap between our highest-rated content the fees we receive.

• Continue to Explore New Uses for our Spectrum.  We believe our spectrum has value beyond traditional television channels, and digital technology enables us to separate a portion of that spectrum for incremental services. We currently own or service seven digital sub-channels that utilize spectrum shared with another national network affiliate. In 2013, we launched Bounce TV, the nation’s first-ever over-the-air broadcast television network designed for African-American audiences, on our digital sub-channels in nine of our local markets in order to better serve minority communities. Our multi-channel strategy helps us appeal to a wider audience and market of advertisers while providing economies of scale to provide these additional programming services at a low incremental cost.

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⁽²⁾ Digital revenues include revenues generated from our television websites, LIN Digital, LIN Mobile, Nami, as well as HYFN and Dedicated Media.

⁽³⁾ Nielsen DMA Media Related TV Households as of 12/31/2013. All Nielsen data included in this report represents Nielsen's estimates, and Nielsen has neither reviewed nor approved the data included in this report.

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• Provide Superior Community Service.  Our model of community service exemplifies broadcasting's great value and responsibility to the local community. We believe it is critically important to ensure the dynamic future of our industry, which is why we have been awarding two-year scholarships to ambitious students interested in a wide spectrum of fields in or relating to broadcast television since 1998, and digital media since 2011. In addition, we provide programming that is responsive to community needs, such as emergency alerts, closed captioning for hearing impaired viewers and childrens’ programming. We also support numerous non-profit organizations, programs, telethons and events that help make the communities we serve better, stronger and more vibrant places to live, work and do business.

Principal Sources of Revenue

Local, national and political advertising revenues

We generate local, national and political advertising revenues principally from advertising time sold in our local news, network and syndicated programming. In general, advertising rates are based upon a variety of factors, including:

• size and demographic makeup of the market served by the television station;

• a program's popularity among television viewers;

• number of advertisers competing for the available time;

• availability of alternative advertising media in the station's market area;

• our overall ability to attract viewers;

• our ability to attract viewers among particular demographic groups that an advertiser may be targeting; and

• effectiveness of our advertising sales force.

Retransmission consent fees

We have retransmission consent agreements with cable, satellite and telecommunications providers from which we earn retransmission consent fees for the right to carry our signals in their pay-television services to consumers.

Television station website revenues

We generate revenues through advertisements on our television stations' websites and mobile applications.

Interactive revenues

We generate interactive revenues primarily by providing online advertising and media services through our online advertising and media services business, LIN Digital, Nami Media, HYFN and Dedicated Media.

Other revenues

Other revenues include barter of unsold advertising inventory for goods and services that are required to operate our television stations or are used in sales and marketing efforts. We also acquire certain syndicated programming by providing a portion of the available advertising inventory within the program, in lieu of cash payments.

Additionally, we receive other revenues from sources such as renting space on our television towers, renting our production facilities, copyright royalties and providing television production services. Finally, we earn fee income through shared services agreements for two stations located in the Albuquerque-Santa Fe market, under which we provide technical, engineering, promotional, administrative and other operational support services from our stations that we own and operate within the market. We also have shared services agreements and joint sales agreements for stations in the Dayton, Ohio, Savannah, Georgia, Topeka, Kansas and Youngstown, Ohio markets, pursuant to which we also provide advertising sales services.

Sources and Availability of Programming

We program our television stations from the following program sources:

• News and general entertainment programming that is produced by our local television stations;

• Network programming such as "CSI" or "Modern Family";

• Syndicated programming: off-network programs, such as "Criminal Minds" or "How I Met Your Mother" and first-run programs, such as "Jeopardy", "Entertainment Tonight" or "Wheel of Fortune";

• Paid programming: arrangements where a third party pays our stations for a block of time, generally in one-half hour or one hour time periods to air long-form advertising or "infomercials"; and

• Digital subchannel content affiliations or agreements such as "Bounce TV" and "Antenna TV."

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Locally produced news and general entertainment programming

Our television stations and digital channels produce an aggregate of approximately 882 hours of local news programming per week that we broadcast on all but seven of our stations. Local news programming also allows us greater control over our programming costs.

The number of weekly hours of network, local news and other local programming produced by our television stations and digital channels are as follows:

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Network	DMA	DMA Rank	Station	Weekly Hours of Network Programming	Weekly Hours of Local News Programming	Weekly Hours of Other Local Programming	Network Affiliation End Date
ABC	Hartford-New Haven, CT	30	WTNH-TV	81	29	3	8/31/2017
	Grand Rapids-Kalamazoo-Battle Creek, MI	39	WOTV-TV	80	8	3	8/31/2017
	Savannah, GA	92	WJCL-TV	79	17	—	12/31/2018
	Youngstown, OH	113	WYTV-DT	78	20	—	8/31/2017
	Topeka, KS	134	KTKA-TV	78	19	—	12/31/2015
CBS	Portland, OR	22	KOIN-TV	95	31	1	9/18/2016
	Indianapolis, IN	26	WISH-TV	91	35	6	12/31/2014
	Birmingham, AL	44	WIAT-TV	96	22	1	12/31/2014
	Albuquerque-Santa Fe, NM	47	KRQE-TV	95	34	—	12/31/2014
	Buffalo, NY	52	WIVB-TV	87	30	1	12/31/2014
	Providence, RI-New Bedford, MA	53	WPRI-TV	92	32	6	12/31/2014
	Fort Wayne, IN	109	WANE-TV	96	24	—	12/31/2014
	Youngstown, OH	113	WKBN-TV	91	22	—	1/31/2017
	Mason City, IA	153	KIMT-TV	94	24	—	6/30/2015
	Terre Haute, IN	155	WTHI-TV	97	20	3	12/31/2014
	Lafayette, IN	189	WLFI-TV	95	23	—	12/31/2017
NBC	Grand Rapids-Kalamazoo-Battle Creek, MI	39	WOOD-TV	96	34	6	1/1/2017
	Norfolk-Portsmouth-Newport News, VA	45	WAVY-TV	95	35	5	1/1/2017
	Austin, TX	40	KXAN-TV	92	32	1	1/1/2017
	Dayton, OH	64	WDTN-TV	97	28	5	1/1/2017
	Wichita-Hutchinson, KS	67	KSNW-TV	96	30	—	1/1/2017
	Springfield-Holyoke, MA	114	WWLP-TV	95	34	6	1/1/2017
	Topeka, KS	134	KSNT-TV	96	24	—	1/1/2017
FOX	Norfolk-Portsmouth-Newport News, VA	45	WVBT-TV	26	14	—	12/31/2017
	Albuquerque-Santa Fe, NM	47	KASA-TV	26	19	5	12/31/2017
	Providence, RI-New Bedford, MA	53	WNAC-TV	26	16	—	12/31/2017
	Mobile, AL/Pensacola, FL	59	WALA-TV	26	34	5	12/31/2017
	Green Bay-Appleton, WI	70	WLUK-TV	26	43	7	12/31/2017
	Honolulu, HI	69	KHON-TV	27	27	—	12/31/2017
	Savannah, GA	92	WTGS-TV	26	7	—	12/31/2017
	Youngstown, OH	113	WYFX-LD	26	16	—	12/31/2017
	Topeka, KS	134	KTMJ-CD	26	15	—	12/31/2017
	Terre Haute, IN	155	WTHI-TV-D2	37	3	—	12/31/2017
CW	Austin, TX	40	KNVA-TV	20	14	—	9/17/2016
	Albuquerque-Santa Fe, NM	47	KWBQ-TV	20	—	—	9/17/2016
	Buffalo, NY	52	WNLO-TV	33	13	5	9/17/2016
	Mobile, AL/Pensacola, FL	59	WFNA-TV	20	—	3	9/17/2016
	Dayton, OH	64	WBDT-TV	20	14	—	9/17/2016
	Green Bay-Appleton, WI	70	WCWF-TV	20	—	1	9/17/2016
	Honolulu, HI	69	KHON-TV-D2	20	—	—	9/17/2020
	Topeka, KS	134	KTKA-TV-D2	20	—	—	9/17/2019
MyNetworkTV	Indianapolis, IN	26	WNDY-TV	13	9	1	9/28/2014
	Hartford-New Haven, CT	30	WCTX-TV	10	9	3	9/28/2014
	Grand Rapids-Kalamazoo-Battle Creek, MI	39	WXSP-CD	10	4	—	9/28/2014
	Austin, TX	40	KBVO-TV	10	1	—	9/28/2014
	Albuquerque-Santa Fe, NM	47	KASY-TV	10	—	—	9/28/2014

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Network	DMA	DMA Rank	Station	Weekly Hours of Network Programming	Weekly Hours of Local News Programming	Weekly Hours of Other Local Programming	Network Affiliation End Date
	Providence, RI-New Bedford, MA	53	WNAC-TV-D2	11	1	6	9/28/2014
	Youngstown, OH	113	WYTV-DT-D2	10	10	4	9/28/2014
	Mason City, IA	153	KIMT-TV-D2	10	6	—	9/28/2014
Telemundo	Wichita-Hutchinson, KS	67	KSNG-TV-D2	168	—	—	12/31/2014
				2,789	882	87

Network programming

All of our stations are affiliated with one of the national television networks. Our network affiliation agreements provide a local station certain exclusive rights and an obligation, subject to certain limited preemption rights, to carry the network programming. While the networks retain most of the advertising time within their programs for their own use, the local station also has the right to sell a limited amount of advertising time within the network programs. Other time periods, which are not programmed by the networks, are programmed by the local station, for which the local station retains substantially all of the advertising revenues. Networks also share certain of their programming with cable networks and make certain of their programming available through their website or on websites such as hulu.com, Netflix and Amazon Prime. These outlets compete with us for viewers in the communities served by our stations.

The programming strength of a particular national television network may affect a local station's competitive position. Our stations, however, are diversified among the various networks, reducing the potential impact of any one network's performance. We believe that national television network affiliations remain an efficient means of obtaining competitive programming, both for established stations with strong local news franchises and for newer stations with greater programming needs. Our affiliation agreements have terms with scheduled expiration dates ranging through September 17, 2020. These agreements are subject to earlier termination by the networks under specified circumstances, including a change of control of our Company, which would generally result from the acquisition of shares having 50% or more of the voting power of our Company.

Syndicated programming

We acquire the rights to programs for time periods in which we do not air our local news or network programs. These programs generally include first-run syndicated programs, such as "Jeopardy", "Entertainment Tonight" or "Wheel of Fortune", or reruns of current or former network programs, such as "Criminal Minds" or "How I Met Your Mother". We pay cash for these programs or exchange advertising time within the program for the cost of the program rights. We compete with other local television stations to acquire these programs. In addition, a television viewer can now choose to watch many of these programs on national cable networks or purchase these programs on DVDs or via downloads to computers, mobile video devices or web-based video players, which increases fragmentation of our local television audience.

Distribution of Programming

The programming that airs on our television stations can reach the television audience by one or more of the following distribution systems:

• Full-power television stations, including digital subchannels and stations we operate or service under local marketing agreements ("LMAs"), joint sales agreements ("JSAs"), shared services arrangements ("SSAs") or similar arrangements;

• Cable television systems;

• Satellite television systems;

• Telecommunications systems;

• Internet, mobile and other digital services; and

• Low-power television stations.

Full-power television stations

We own, operate or service 40 full-power television stations that operate on over-the-air channels 7 through 50. Our full-power television stations include two full-power stations for which we provide programming, sales and other related services under grandfathered LMAs, six full-power stations and two digital channels for which we provide technical, engineering, promotional, administrative and other operational support services under SSAs (for four of these stations and the two digital channels we also provide advertising sales services under a JSA). See "Our television stations" for a listing of our full-power television stations.

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The FCC television licenses for the two full-power television stations for which we provide programming, sales and other related services under LMAs are not owned by us. Revenues generated by these stations contributed 4% to our net revenues for the year ended December 31, 2013. We incur programming costs, operating costs and capital expenditures related to the operation of these stations, and retain all advertising revenues. In Providence and Austin, the two local markets where these stations are located, we own and operate at least one other station. These LMA stations are an important part of our multi-channel strategy. We have purchase options to acquire the FCC licenses for the LMA stations in Providence and Austin, which are exercisable if the legal requirements limiting ownership of these stations change.

The FCC television licenses for the six full-power television stations for which we provide technical, engineering, promotional, administrative and other operational support services under SSAs and other arrangements are also not owned by us. Revenues generated by these stations contributed 3% to our net revenues for the year ended December 31, 2013. In each of the five markets where these stations are located, we own and operate at least one other station. These SSA stations are also an important part of our multi-channel strategy. We have purchase options to acquire the FCC licenses for the SSA stations in Albuquerque, Dayton, Savannah, Youngstown, and Topeka, which are exercisable if the legal requirements limiting ownership of these stations change.

Cable, satellite television and telecommunications systems

According to Nielsen, cable, satellite television and telecommunications companies currently provide video program services to approximately 90% of total U.S. television households, with cable and telecommunications companies serving59% of U.S. households and direct broadcast satellite ("DBS") providers serving 30%. As a result, cable, satellite television and telecommunications companies are not only primary competitors, but the primary means by which our television audience views our television stations. Most of our stations are distributed pursuant to retransmission consent agreements with MVPDs that operate in markets we serve. As of December 31, 2013, we had retransmission consent agreements with 159 distributors, including 154Multiple System Operators ("MSOs") and regional telecommunications companies, the two major satellite television providers, and two national telecommunications providers. For an overview of FCC regulations governing carriage of television broadcast signals by MVPDs, see "Federal Regulation of Television Broadcasting-Cable and Satellite Carriage of Local Television Signals."

Internet, mobile and other digital services

We operate television station websites in 23 U.S. markets and offer a growing portfolio of Internet-based products and services that provide traditional and new audiences around-the-clock access to our trusted local news and information. We launched our mobile business in 2009 with iPhone and BlackBerry smartphone applications and we have since launched Android and iPad applications. In addition, we launched SMS/text messaging, video blogging and other advanced interactive features that further extend the distribution of our content.

Low-power television stations

We own and operate a number of low-power television stations. We operate these stations either as stand-alone or satellite stations. These low-power broadcast television stations are licensed by the FCC to provide service to substantially smaller areas than those of full-power stations.

In ten of our markets, Albuquerque, Austin, Grand Rapids, Green Bay, Indianapolis, Springfield, Norfolk-Portsmouth-Newport News, Portland, Wichita and Topeka, we use our low power stations to extend the geographic reach of our primary stations in these markets. In Grand Rapids, we affiliated WXSP-CD, a group of low-power television stations, with MyNetworkTV, to cover substantially all of the local market. In Topeka and Youngstown, we have also affiliated the low power stations, KTMJ-CD and WYFX-LD, with the FOX network.

Seasonality of Our Business

Our advertising revenues are generally highest in the second and fourth quarters of each calendar year, due to higher advertising in the Spring season and in the period leading up to and including the end-of-year holiday season. Our operating results are also significantly affected by annual cycles, as advertising revenues are generally higher in even-numbered years due to additional revenues associated with political advertising related to local and national elections, and incremental advertising revenues associated with Olympic broadcasts.

Our industry is cyclical in nature and affected by prevailing economic conditions. Since we rely on sales of advertising for a substantial majority of our revenues, our operating results are sensitive to general economic and regional conditions in each local market where we operate.

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Competitive Conditions in the Television Industry

The television broadcast industry has become highly competitive as a result of new technologies and new program distribution systems. In most of our local markets, we compete directly against other local broadcast stations and cable networks carried on cable, satellite television and telecommunication systems for audience. We also compete with online video services, including local news websites and websites such as hulu.com, Netflix and Amazon Prime, which provide access to some of the same programming, including network programming that we provide, and other emerging technologies. Many of our current and potential competitors have greater financing, marketing, programming and broadcasting resources than we do. Technological innovation and the resulting proliferation of television entertainment alternatives, such as cable, satellite television and telecommunications video services, Internet, wireless, pay-per-view and video-on-demand, digital video recorders, DVDs and mobile video devices have fragmented television viewing audiences and have subjected free over-the-air television broadcast stations to new types of competition. As a result, we are experiencing increased competition for viewing audience and advertisers.

Federal Regulation of Television Broadcasting

Overview of Regulatory Issues.    Our television operations are subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the "Communications Act"). The Communications Act prohibits the operation of broadcast stations except pursuant to licenses issued by the FCC and empowers the FCC, among other things, to issue, renew, revoke and modify broadcasting licenses; assign frequency bands; determine stations' frequencies, locations and power; regulate the equipment used by stations; and to impose penalties including monetary forfeitures, short-term renewal of licenses and, in especially egregious cases, license revocation or denial of license renewals for violations of its regulations.

The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a licensee without the FCC's prior approval. The FCC also regulates certain aspects of the operation of cable television systems, DBS systems and other electronic media that compete with broadcast stations. In addition, the FCC regulates matters such as television station ownership, affiliate relations with the networks, cable and DBS systems' carriage of television station signals, carriage of syndicated and network programming on distant stations, political advertising practices, children's programming and obscene and indecent programming.

Spectrum Allocation.    Pursuant to the Communications Act, the FCC bears responsibility for the allocation and licensing of all non-federal government spectrum. Subject to certain procedural, congressional, and judicial constraints, the FCC has the ability to reallocate entire spectrum bands to a new use or to modify individual licenses to a new use. An FCC license holder is entitled to a bundle of rights related to that license; however ownership of the underlying spectrum is retained by the federal government. As a part of its National Broadband Plan, the FCC requested additional authority from Congress to hold incentive spectrum auctions, whereby current users of particular bands or licenses would receive compensation for voluntarily relinquishing some or all rights to spectrum they are licensed to use. On February 17, 2012, Congress approved legislation authorizing the FCC to conduct voluntary incentive spectrum auctions. The legislation, which the President subsequently signed into law, includes some safeguards for broadcasters. In particular, the legislation requires the FCC to make all reasonable efforts to ensure that stations retain their existing coverage areas, prevents the FCC from forcing a broadcaster to move from a UHF to a VHF channel, and establishes a fund to reimburse broadcasters for reasonable relocation expenses relating to the spectrum repacking. On October 2, 2012, the FCC released a Notice of Proposed Rule Making to implement the incentive auction statute. That proceeding remains pending. The FCC Chairman has indicated that he anticipates that the FCC will adopt rules for the incentive auction in the first half of 2014 and that he believes that the FCC will conduct the incentive auction by the middle of 2015. We cannot predict the precise timing or scope of the incentive spectrum auctions, nor the impact, if any, that the reallocation of spectrum will have on our business.

License Renewals.    Under the Communications Act, the FCC generally may grant and renew broadcast licenses for terms of eight years, although licenses may be renewed for a shorter period under certain circumstances. The Communications Act requires the FCC to renew a broadcast license if the FCC finds that (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations of either the Communications Act or the FCC's rules and regulations by the licensee; and (iii) there have been no other serious violations that taken together constitute a pattern of abuse. In making its determination, the FCC may consider petitions to deny but cannot consider whether the public interest would be better served by issuing the license to a person other than the renewal applicant. We are in good standing with respect to each of our FCC licenses. The table on pages 7 and 8 includes the expiration date of the primary broadcasting licenses for the stations that we own, as well as for the stations to which we provide services. As indicated in the table, the licenses for these stations have expiration dates ranging between 2007 and 2022. License renewal applications were timely filed for each of the stations for which the license is now expired. Once an application for renewal is filed, each station remains licensed while its application is pending, even after its license expiration date has passed. Action on many license renewal applications may have been delayed for reasons, such as, the pendency of complaints that programming provided by the various networks contained indecent material and complaints regarding alleged violations of sponsorship identification rules. We cannot predict when the FCC will act on pending renewal applications. We expect the FCC to renew each of these licenses but we make no assurance that it will do so.

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Ownership Regulation.    The Communications Act and FCC rules limit the ability of individuals and entities to have ownership or other attributable interests in certain combinations of broadcast stations and other media. The Communications Act also requires the FCC to review its broadcast ownership rules every four years to determine whether they remain necessary in the public interest. In 1999, the FCC modified its local television ownership rules. In 2003, the FCC issued an order that would have liberalized most of the ownership rules, permitting us to acquire television stations in certain markets where we are currently prohibited from acquiring additional stations. In 2004, the Third Circuit Court of Appeals stayed and remanded several of the FCC's 2003 ownership rule changes. In 2006, as part of the FCC's statutorily required quadrennial review of its media ownership rules, the FCC sought comment on how to address the issues raised by the Third Circuit Court of Appeals' decision. In 2008, the FCC released an order that re-adopted its 1999 local television ownership rules, and those rules are currently in effect. Several parties appealed the FCC's 2008 decision, and in 2011, the United States Court of Appeals for the Third Circuit mostly denied those petitions. In 2011, the FCC issued its Notice of Proposed Rulemaking as part of its 2010 Quadrennial Review of the media ownership rules (the “2010 Quadrennial Review NPRM”). The 2010 Quadrennial Review NPRM indicates that the FCC intends to maintain the current local television ownership rules with only minor modifications. Despite the pending status of the 2010 Quadrennial Review, the FCC under the Communications Act, must commence a new quadrennial review proceeding in 2014. We cannot predict the effect that the commencement of the 2014 Quadrennial Review proceeding might have on the pending 2010 Quadrennial Review, nor can we predict whether either review proceeding may ultimately result in changes to the FCC’s broadcast ownership rules. The FCC's current ownership rules that are material to our operations are summarized below.

Local Television Ownership.    Under the FCC's current local television ownership (or "duopoly") rule, a party may own multiple television stations without regard to signal contour overlap provided they are located in separate Nielsen DMAs. In addition, the rules permit parties to own up to two TV stations in the same DMA so long as (i) at least one of the two stations is not among the top four-ranked stations in the market based on audience share at the time an application for approval of the acquisition is filed with the FCC, and (ii) at least eight independently owned and operating full-power commercial and non-commercial television stations would remain in the market after the acquisition. In addition, without regard to the number of remaining or independently owned television stations, the FCC currently permits television duopolies within the same DMA so long as the commonly owned stations' signal contours do not overlap, although the FCC proposed to remove this exception in the 2010 Quadrennial Review NPRM. Stations designated by the FCC as "satellite" stations are exempt from the local television ownership rule. Also, the FCC may grant a waiver of the local television ownership rule if one of the two television stations is a "failed" or "failing" station or if the proposed transaction would result in the construction of a new television station (an unbuilt-station waiver). We believe that we are currently in compliance with the local television ownership rule.

The FCC's 1999 ownership order established a rule attributing LMAs for ownership purposes. The FCC grandfathered LMAs that were entered into prior to November 5, 1996, permitting those stations to continue operations pursuant to such LMAs. The FCC, which retains the authority to review the status of grandfathered LMAs, stated it would conduct a case-by-case review of grandfathered LMAs and assess the appropriateness of extending the grandfathering periods. We do not know when, or if, the FCC will conduct any such review of grandfathered LMAs. Grandfathered LMAs can be freely transferred during the grandfather period, but duopolies may be transferred only where the two-station combination continues to qualify under the duopoly rule. We currently have grandfathered LMAs pursuant to which we provide programming to stations in Providence, Rhode Island and Austin, Texas.

From 2010 through 2012, we entered into SSAs and certain other arrangements for stations in Dayton, Ohio, Albuquerque, New Mexico, Savannah, Georgia, Topeka, Kansas, and Youngstown, Ohio. SSAs are currently permitted under the FCC's local television ownership rule and allow for technical, engineering, promotional, administrative and other operational support services. SSAs are different from LMAs in various respects, for example, only a limited amount of programming is permitted under an SSA. JSAs further permit us to sell advertising time on these stations. The FCC included in the 2010 Quadrennial Review NPRM a review of SSAs, JSAs and similar arrangements and seeks comment whether they should be attributable for purposes of the media ownership rules. If the FCC decides these arrangements are attributable, we may be required to restructure operations in these markets. We cannot predict whether the pending 2010 Quadrennial Review proceeding or the upcoming 2014 Quadrennial Review proceeding may ultimately result in changes to the FCC's rules regarding SSAs or JSAs.

National Television Ownership Cap.    The Communications Act, as amended in 2004, limits the number of television stations one entity may own nationally. Under the rule, no entity may have an attributable interest in television stations that reach, in the aggregate, more than 39% of all U.S. television households. The FCC currently discounts the audience reach of a station operating on an ultra-high frequency (“UHF”) channel by 50% when computing the national television ownership cap (the “UHF Discount”). Our stations reach is approximately 10.5% of U.S. households.

On September 26, 2013, the FCC issued a Notice of Proposed Rule Making (“UHF Discount NPRM”) proposing to eliminate the UHF Discount while grandfathering those existing station combinations that would exceed the 39% national ownership cap solely as a result of the elimination of the UHF Discount. The FCC also proposed, as of the date of the UHF Discount NPRM, to grandfather pending transactions that proposed station combinations that would exceed the 39% national ownership cap following

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the elimination of the UHF Discount. Further, and in recognition of the technical difficulties that certain television stations assigned to very-high frequency (“VHF”) channels encountered following the DTV transition, the FCC has also proposed to replace the UHF Discount with a similarly structured discounting of VHF television stations under which such stations would receive a discount of 50% of their audience reach for purposes of calculating compliance with the national ownership cap. We cannot predict whether the pending UHF Discount NPRM may ultimately result in changes to the FCC's national television ownership rule.

Attribution of Ownership.    Under the FCC's attribution policies, the following relationships and interests generally are attributable for purposes of the FCC's broadcast ownership restrictions:

• holders of 5% or more of the licensee's voting stock, unless the holder is a qualified passive investor, in which case the threshold is a 20% or greater voting stock interest;

• all officers and directors of a licensee and its direct or indirect parent(s);

• any equity interest in a limited partnership or limited liability company, unless properly "insulated" from management activities; and

• equity and/or debt interests which in the aggregate exceed 33% of a licensee's total assets, if the interest holder supplies more than 15% of the station's total weekly programming, or is a same-market broadcast company, cable operator or newspaper (the "equity/debt plus" standard).

Under the single majority shareholder exception to the FCC's attribution policies, otherwise attributable interests under 50% are not attributable if a corporate licensee is controlled by a single majority shareholder and the minority interest holder is not otherwise attributable under the "equity/debt plus" standard.

Because of these multiple ownership and cross-ownership rules, any person or entity that acquires an attributable interest in us may violate the FCC's rules if that purchaser also has an attributable interest in other television or radio stations, or in daily newspapers, depending on the number and location of those radio or television stations or daily newspapers. Such person or entity also may be restricted in the companies in which it may invest to the extent that those investments give rise to an attributable interest. If the holder of an attributable interest violates any of these ownership rules or if a proposed acquisition by us would cause such a violation, we may be unable to obtain from the FCC one or more authorizations needed to conduct our television station business and may be unable to obtain the FCC's consents for certain future acquisitions.

Foreign Ownership.    Under the Communications Act, foreign interests (defined to include foreign governments, representatives of foreign governments, aliens, representatives of aliens, and corporations or partnerships organized under the laws of a foreign nation) are prohibited from directly holding broadcast licenses. In addition, the Communications Act limits the aggregate investment of foreign interests in broadcast license holders and their corporate parents. Foreign interests may not own or vote more than 20% of the capital stock of a broadcast license holder or own or vote more than 25% of the capital stock of an entity that directly or indirectly controls a broadcast license holder (a “broadcast holding company”). Although the 20% limit may not be waived, the Communications Act permits the FCC to authorize aggregate foreign investment in a broadcast holding company to exceed the 25% threshold if the increased foreign ownership would be consistent with the public interest. On November 14, 2013, the FCC issued a declaratory ruling clarifying its foreign ownership policy by implementing a procedural framework to enable broadcasters to seek the FCC’s permission to exceed the 25% aggregate foreign ownership threshold. The 2013 declaratory ruling did not, however, establish specific criteria under which the FCC will review such requests. Although the declaratory ruling could permit us to seek FCC approval to issue shares to foreign interests in excess of 25% of our total outstanding shares, our LLC agreement does not currently permit us to issue shares to foreign interests in excess of 25%.

Digital Television.    We terminated all analog broadcasts on our full power stations on or before June 12, 2009 in connection with the national transition to digital television. Following the transition, each of our full power stations broadcasts a 19.4 megabit-per-second (Mbps) data stream, rather than a single analog program stream. FCC regulations permit substantial flexibility in how we use that data stream. For example, we are permitted to provide a mix of high definition and standard television program streams free-to-air, additional program-related data, subscription video or audio streams, and non-broadcast services. A new technical standard permits digital stations to provide video and data streams that can be more readily received on mobile devices (such as computers and smartphones), if those devices incorporate the technology. These digital channels remain subject to specific FCC regulations. For example, we are required to carry additional children's educational programming if we transmit multiple program streams, and we must pay the U.S. Treasury 5% of gross revenues for any non-broadcast services we provide using our digital signals. The FCC is evaluating whether to impose further public interest programming requirements on digital channels. The FCC's digital transition implementation plan maintained the secondary status of low-power television ("LPTV") stations but did not set a deadline for such stations to convert to digital operations. In 2011, the FCC set a firm deadline, and by September 1, 2015 LPTV stations must cease analog broadcasts and convert to digital operations.

Cable and Satellite Carriage of Local Television Signals.    Pursuant to FCC rules, full power television stations can obtain carriage of their primary channel signals by multi-channel video program distributors in one of two ways: via mandatory carriage or via "retransmission consent." Once every three years each station must formally elect either mandatory carriage ("must-carry")

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or retransmission consent. The current elections were effective January 1, 2012 and extend through December 31, 2014. A mandatory carriage election invokes FCC rules that require the distributor to carry a single program stream designated by the station and that program stream's related data in the station's local market. Distributors may decline carriage for certain reasons specified in the rules, including a lack of channel capacity, the station's failure to deliver a good quality signal, the presence of a nearby affiliate of the same network or, in the case of satellite distributors, if the distributor does not carry any other local broadcast station in the electing station's market. Distributors do not pay a fee to stations that elect mandatory carriage.

A station that elects retransmission consent waives its mandatory carriage rights, and the station and the distributor must negotiate in good faith for carriage of the station's signal. Negotiated terms may include channel position, service tier carriage, carriage of multiple program streams, compensation and other consideration. If a station elects to negotiate retransmission terms, it is possible that the station and the distributor will not reach agreement and that the distributor will not carry the station's signal.

FCC rules govern which local television signals a satellite subscriber may receive. Congress has also imposed certain requirements relating to satellite distribution of local television signals to "unserved" households that do not receive a usable signal from a local station or that reside in a market without a local affiliate of the pertinent network. The Satellite Television Extension and Localism Act of 2010 ("STELA") updated the blanket license scheme previously enacted under the Satellite Home Viewer Extension and Reauthorization Act of 2004 ("SHVERA") by, among other things, extending for five years, until December 31, 2014, statutory licenses that allow satellite television companies to retransmit broadcast signals from distant markets to eligible customers. A satellite provider also is permitted to import the signal of an out-of-market station, with that station's consent, to the specific counties and communities within a local market in which the out-of-market station is deemed to be "significantly viewed," subject to certain conditions. Such carriage previously was governed by the distant signal provisions. Under STELA, it is now treated as a retransmission into the station's local market, which means that the statutory copyright for such carriage will not sunset at the end of 2014. STELA also eliminated the requirement that DBS operators carry the local affiliate of a particular network before they could import an out-of-market station deemed to be significantly viewed in a given county or community. At this time, we are monitoring developments in this area but cannot determine whether this new legislation will result in significant changes to the satellite distribution scheme or whether or how any of the other changes in STELA will impact our broadcast business.

Several cable system and DBS operators have jointly petitioned the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. The FCC solicited public comment on the petition and subsequently released a notice of proposed rule making in 2011 seeking public comment on whether it should amend its rules to (i) modify its standards for "good faith" negotiations of retransmission consent agreements, (ii) enhance consumer notice obligations; and (iii) eliminate the FCC's network non-duplication and syndicated exclusivity rules. The proceeding is currently pending, and we cannot predict its outcome.

On January 10, 2014, the Supreme Court agreed to hear a case captioned American Broadcasting Companies, Inc., et al. v. Aereo, which involves a challenge by several broadcasters of the Aereo service, which transmits its subscribers’ broadcast television programs over the Internet for a monthly subscription fee. At issue is whether Aereo’s service violates copyright law and whether Aereo must obtain permission to retransmit broadcasters’ programming. Should Aereo and its competitors prevail in the pending litigation, and certain online video distributors and over-the-top video distributors become eligible for a statutory license that would enable them to stream broadcast programming over the Internet, it could have a negative impact on our retransmission consent negotiations with MVPDs, and our business and results of operations could be materially and adversely affected. We cannot predict the ultimate outcome of this proceeding.

Programming and Station Operations.    The Communications Act requires broadcasters to serve the public interest. Broadcast station licensees are required to present programming that is responsive to community problems, needs and interests and to maintain records demonstrating such responsiveness. Stations must follow various rules that regulate, among other things, children's television programming and advertising, political advertising, sponsorship identification, closed captioning, and contest and lottery advertising. The FCC has also adopted requirements to require stations affiliated with certain networks and serving the nation's largest television markets to provide aural descriptions of video content for the benefit of visually impaired viewers. The FCC has proposed to re-establish a number of formalized procedures that it believes will improve television broadcasters' service to their local communities. These proposals include the establishment of community advisory boards, quantitative programming guidelines and maintenance of a main studio in a station's community of license. If the FCC adopts such proposals, the burden of complying with such requirements could impose additional costs on our stations.

The FCC is also charged with enforcing restrictions or prohibitions on the broadcast of obscene and indecent programs. In 2007, Congress increased the maximum monetary penalty for carriage of indecent programming tenfold to $325,000 per station per violation with a cap of $3 million for any "single act," and put the licenses of repeat offenders in jeopardy. At approximately the same time, the FCC increased its broadcast indecency enforcement activity and issued large fines against radio and television stations found to have carried indecent programming (even if originated by a third-party program supplier, such as a network). In 2010, the U.S. Court of Appeals for the Second Circuit found that the FCC's enforcement policy for broadcast indecency was unconstitutionally vague. The FCC successfully petitioned the United States Supreme Court to grant certiorari, and, on June 21, 2012, the Supreme Court set aside the specific FCC decisions at issue, finding that a lack of notice of a change to the FCC's

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enforcement of its broadcast indecency rules violated the broadcasters' due process rights. The Supreme Court did not reach the broadcasters' First Amendment challenge of the FCC's broadcast indecency regime. On April 1, 2013, the FCC’s Office of General Counsel and its Enforcement Bureau released a joint public notice in which they announced an interim policy directive to reduce the backlog of pending broadcast indecency complaints by focusing enforcement resources in egregious cases. The April 2013 public notice also sought public comment on whether the full Commission should alter or retain its existing broadcast indecency policies. The FCC has not taken further action related to the comments received in response to its April 1, 2013 public notice. In light of the Supreme Court’s decision not to address broadcasters’ First Amendment challenges of the FCC’s broadcast indecency policies, the FCC’s announcement of an interim “egregious case” policy, and the FCC’s request for public comment on the future of broadcast indecency regulation, we are unable to predict the extent to which future enforcement of the FCC's broadcast indecency rules may have a material adverse effect on our ability to provide competitive programming.

Recent Regulatory Developments, Proposed Legislation and Regulation.    Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation and ownership of our stations. The foregoing discussion summarizes the federal statutes and regulations material to our operations, but does not purport to be a complete summary of all the provisions of the Communications Act or of other current or proposed statutes, regulations, and policies affecting our business. The summaries should be read in conjunction with the text of the statutes, rules, regulations, orders, and decisions described herein. We are unable at this time to predict the outcome of any of the pending FCC rule-making proceedings referenced above, the outcome of any reconsideration or appellate proceedings concerning any changes in FCC rules or policies noted above, the possible outcome of any proposed or pending Congressional legislation, or the impact of any of those changes on our stations.

Employees

As of December 31, 2013, we employed 2,786 full time employees, 331 of which were represented by labor unions. We believe that our relations with our employees are satisfactory.

Available Information

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission ("SEC") under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including our filings, which we file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We make available free-of-charge through our Internet website (at http://www.linmedia.com) copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We will also provide a physical copy of our Annual Report on Form 10-K free of charge upon the written request of any shareholder.

We also make available on our website our corporate governance guidelines, the charters for our audit committee, compensation committee, and nominating and corporate governance committee, our code of business conduct and ethics, and our code of ethics for senior financial officers. This information is available on our website to any stockholder who is interested in reviewing this information. In addition, we intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed pursuant to rules of the SEC and the NYSE.

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Item 1A.    Risk Factors

Risks Associated with Our Business Activities

Our operating results are primarily dependent on advertising revenues, which can vary substantially from period-to-period based on many factors beyond our control, including economic downturns and viewer preferences.

Our operations and performance are dependent on advertising revenues, which can be materially affected by a number of factors beyond our control, including economic conditions and viewer preferences. Volatility in advertising revenue impacts our financial condition, cash flows and results of operations. Decreases in advertising revenues caused by economic conditions could have a material adverse effect on our financial condition, cash flows and results of operations, which could impair our ability to comply with the covenants in our debt instruments, as more fully described below.

In addition to economic conditions, our ability to generate advertising revenues depends on factors such as:

• the relative popularity of the programming on our stations;

• the demographic characteristics of our markets; and

• the activities of our competitors.

Our programming may not attract sufficient targeted viewership or we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenues to decline. We, and those on whom we rely for programming, may not be able to anticipate and react effectively to shifts in viewer tastes and interests of our local markets. In addition, political advertising revenue from elections and advertising revenues from Olympic Games, which generally occur in even-numbered years, create large fluctuations in our operating results on a year-to-year basis. For example, during 2012, we had net political advertising revenues of $76.5 million, compared to $7.6 million in 2013.

We depend on automotive advertising to a significant degree.

Approximately 26%, 26% and 24% of our local and national advertising revenues for the years ended December 31, 2013, 2012 and 2011, respectively, consisted of automotive advertising. A significant decrease in these revenues in the future could have a material adverse effect on our results of operations and cash flows, which could affect our ability to fund operations and service our debt obligations and affect the value of our common shares.

We have a substantial amount of debt, which could adversely affect our financial condition, liquidity and results of operations, reduce our operating flexibility and put us at greater risk for default and acceleration of our debt.

As of December 31, 2013, we had approximately $932.2 million of consolidated net debt, which is equal to the difference between total debt and unrestricted cash, and $89.1 million of total LIN LLC shareholders' equity. The outstanding revolving credit loans and term loans under our senior secured credit facility, which were $30 million and $118.4 million, respectively, as of March 3, 2014, and are due October 26, 2017 and the outstanding incremental term loans under our senior secured credit facility were $312.5 million as of March 3, 2014 and are due on December 21, 2018. The outstanding Senior Notes (as defined in "Description of Indebtedness"), which were $200 million and $290 million as of March 3, 2014 are due on April 15, 2018 and January 15, 2021, respectively. Subject to the limitations in our senior secured credit facility and the indentures governing our Senior Notes, we may incur additional material indebtedness in the future, and we may become more leveraged. Accordingly, we now have and will continue to have significant debt service obligations. Our large amount of indebtedness could, for example:

• require us to use a substantial portion of our cash flow from operations to pay interest and principal on indebtedness and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate activities;

• require us to dispose of television stations or other assets at times or on terms that may be less advantageous than those we might otherwise be able to obtain;

• limit our ability to obtain additional financing in the future;

• expose us to greater interest rate risk, because the interest rates on our senior secured credit facility vary; and

• impair our ability to successfully withstand a sustained downturn in our business or the economy in general and place us at a disadvantage relative to our less leveraged competitors.

The indentures governing our Senior Notes also contain change of control provisions which may require us to purchase all or a portion of our Senior Notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest.

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Any of these consequences relating to such debt could have a material adverse effect on our business, liquidity and results of operations.

We could fail to comply with our financial covenants, which would adversely affect our financial condition.

Our debt instruments require us to comply with financial covenants, including, among others, leverage ratios. These covenants restrict the manner in which we conduct our business and may impact our operating results. Weak results of operations due to reduced advertising revenues may make it harder for us to comply with such covenants. Our failure to comply with these covenants could result in events of default, which, if not cured or waived, would permit acceleration of our indebtedness under our debt agreements or under other instruments that contain cross-acceleration or cross-default provisions.

Our debt instruments also contain certain other restrictions on our business and operations, including, for example, covenants that restrict our ability to dispose of assets, incur additional indebtedness, pay dividends, make investments, make acquisitions and engage in mergers or consolidations. These restrictions could affect our ability to implement strategic initiatives, which could have an adverse effect on our results of operations.

We may not be able to refinance all or a portion of our indebtedness or obtain additional financing on satisfactory terms.

The outstanding revolving credit loans and term loans under our secured credit facility are due October 26, 2017 and the outstanding incremental term loans under our senior secured credit facility are due December 21, 2018. Our outstanding Senior Notes are due on April 15, 2018 and January 15, 2021, respectively. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018. While we expect to refinance, redeem, or discharge all of the outstanding 8³/₈% Senior Notes prior to January 15, 2018, we can provide no assurances that this will occur. Our inability to refinance our 8³/₈% Senior Notes prior to January 15, 2018, and the resulting acceleration of the incremental term loans would have a material adverse effect on our business, liquidity and results of operations.

Economic conditions may have an adverse impact on our industry, business, results of operations or financial condition.

Economic conditions have been challenging and the continuation or worsening of such conditions could further reduce consumer confidence and have an adverse effect on the fundamentals of our business, financial condition, cash flows and results of operations. Poor economic conditions could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the automotive industry, which is a significant source of our advertising revenue. Additionally, financial institutions, capital providers, or other consumers may be adversely affected. Potential consequences of any economic decline, among others, include:

• the financial condition of those companies that advertise on our stations may be adversely affected and could result in a significant decline in our advertising revenue;

• our ability to pursue the acquisition of attractive television and non-television assets may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all;

• our ability to pursue the divestiture of certain television and non-television assets at attractive values may be limited;

• our ability to refinance our existing debt on terms and at interest rates we find attractive, if at all, may be impaired;

• impairment charges to our intangible assets and/or goodwill; and

• our ability to make certain capital expenditures may be significantly impaired.

We have a material amount of intangible assets and we have recorded substantial impairments of these assets. Future write-downs of intangible assets would reduce net income or increase net loss, which could have a material adverse effect on our results of operations and the value of our class A common shares.

Future impairment charges could have a significant adverse effect on our reported results of operations. Approximately $740 million, or 61% of our total assets as of December 31, 2013 consisted of indefinite-lived intangible assets. Intangible assets principally include broadcast licenses and goodwill, which are required to be tested for impairment at least annually, with impairment being measured as the excess of the carrying value of the goodwill or the intangible asset over its fair value. In addition, goodwill and other intangible assets will be tested more often for impairment as circumstances warrant.

During the year ended December 31, 2011, we recorded a $1.6 million impairment charge to a broadcast license recorded within discontinued operations.

If we determine in a future period, as part of our testing for impairment of intangible assets and goodwill, that the carrying amount of our intangible assets exceeds the fair value of these assets, we may incur an impairment charge that could have a material adverse effect on our results of operations and the value of our class A common shares.

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Our strategy has historically included growth through acquisitions, which could pose various risks and increase our leverage.

We have pursued and intend to selectively continue to pursue strategic acquisitions, subject to market conditions, our liquidity, and the availability of attractive acquisition candidates, with the goal of improving our business. We may not be successful in identifying attractive acquisition targets nor have the financial capacity to complete future acquisitions. Acquisitions involve inherent risks, such as increasing leverage, debt service requirements, future performance-based purchase obligations and combining company cultures and facilities, and we may not be able to successfully expand our digital operations, which could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition. We may not be able to successfully implement effective cost controls or increase revenues as a result of any acquisition. In addition, future acquisitions may result in our assumption of unexpected liabilities and may result in the diversion of management's attention from the operation of our core business.

Certain acquisitions, such as television stations, are subject to the approval of the FCC and, potentially, other regulatory authorities. The need for FCC and other regulatory approvals could restrict our ability to consummate future transactions and potentially require us to divest some television stations if the FCC believes that a proposed acquisition would result in excessive concentration in a market, even if the proposed combinations may otherwise comply with FCC ownership limitations.

If we are unable to compete effectively, our revenue could decline.

The entertainment industry, and particularly the television industry, is highly competitive and is undergoing a period of consolidation and significant change. Many of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. Technological innovation and the resulting proliferation of television entertainment alternatives, such as cable, satellite television and telecommunications video services, Internet, wireless, pay-per-view and video-on-demand, digital video recorders, DVDs and mobile video devices have fragmented television viewing audiences and have subjected free over-the-air television broadcast stations to new types of competition. As a result, we are experiencing increased competition for viewing audience and advertisers. Significant declines in viewership and advertising revenues could materially and adversely affect our business, financial condition and results of operations.

New technologies may affect our broadcasting operations.

The television broadcasting business is subject to technological change, evolving industry standards, and the emergence of new technologies. We cannot predict the effect such technologies will have on our broadcast operations. In addition, the capital expenditures necessary to implement these new technologies could be substantial and other companies employing such technologies before we are able to do so could aggressively compete with our business.

The loss of network affiliation agreements or changes in network affiliations could have a material and adverse effect on our results of operations.

The non-renewal or termination of a network affiliation agreement or a change in network affiliations could have a material adverse effect on us. Each of the networks generally provides our affiliated stations with up to 22 hours of prime time programming per week. In return, our stations broadcast network-inserted commercials during that programming. In some cases, we make cash payments to certain networks.

Some of our network affiliation agreements are subject to early termination by the networks under specified circumstances, including as a result of a change of control of our Company, which would generally result upon the acquisition of shares having 50% or more of our voting power. In the event that affiliates of HMC elect to convert our class B common shares held by them into shares of either class A common shares or class C common shares, such conversion may result in a change of control of our Company causing an early termination of some or all of our network affiliation agreements. The majority of the networks with which our stations are affiliated have required us, upon renewal of affiliation agreements, to make cash payments to the network and to accept other material modifications of existing affiliation agreements. Consequently, our affiliation agreements may not all remain in place and each network may not continue to provide programming to us on the same basis as it currently provides programming. If any of our stations cease to maintain affiliation agreements with networks for any reason, we would need to find alternative sources of programming, which may be less attractive and more expensive.

A change in network affiliation in a given television market may have many short-term and long-term consequences, depending upon the circumstances surrounding the change. Potential short-term consequences include: (i) increased marketing costs and increased internal operating costs, which can vary widely depending on the amount of marketing required to educate the audience regarding the change and to maintain the station's viewing audience; (ii) short term loss of market share or slower market growth due to advertiser uncertainty about the switch; (iii) costs of building a new or larger news operation; (iv) other increases in station programming costs, if necessary; and (v) the cost of equipment needed to conform the station's programming, equipment and logos to the new network affiliation. Long-term consequences are more difficult to assess, due to the cyclical nature of each of the major network's share of the audience that changes from year-to-year with programs coming to the end of their

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production cycle, the audience acceptance of new programs in the future and the fact that national network audience ratings are not necessarily indicative of how a network's programming is accepted in an individual market. How well a particular network fares in an affiliation switch depends largely on the value of the broadcast license, which is influenced by the length of time the television station has been broadcasting, the quality and location of the license, the audience acceptance of the local news programming and community involvement of the local television station and the quality of the station non-network programming. In addition, the majority of the revenue earned by television stations is attributable to locally produced news and syndicated programming, rather than advertising sales related to network programming. The circumstances that may surround a network affiliation switch cause uncertainty as to the actual costs that will be incurred by us and, if these costs are significant, the switch could have a material adverse impact on the income we derive from the affected station.

Changes by the national broadcast television networks in their respective business models and practices could adversely affect our business, financial condition and results of operations.

In recent years, the national broadcast networks have streamed their programming on the Internet and other distribution platforms in close proximity to network programming broadcast on local television stations, including those we own. These and other practices by the networks dilute the exclusivity and value of network programming originally broadcast by the local stations and could adversely affect the business, financial conditions and results of operations of our stations.

We depend on key personnel, and we may not be able to operate and grow our businesses effectively if we lose the services of our management or are unable to attract and retain qualified personnel in the future.

We depend on the efforts of our management and other key employees. The success of our business depends heavily on our ability to develop and retain management and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense and we may not be able to retain our key personnel. If we are unable to do so, our business, financial condition or results of operations may be adversely affected.

Our defined benefit pension plan obligations are currently underfunded, and we may have to make significant cash payments to this plan, which would reduce the cash available for our business.

We have unfunded obligations under our defined benefit pension plan. The funded status of the defined benefit pension plan depends on such factors as asset returns, market interest rates, legislative changes and funding regulations. Our future required cash contributions and pension costs to the plan could increase if: (i) the returns on the assets of our plan were to decline in future periods; (ii) market interest rates were to decline; (iii) the Pension Benefit Guaranty Corporation (referred to as the "PBGC") were to require additional contributions to the plan as a result of acquisitions; or (iv) other actuarial assumptions were to be modified. Any such increases could have a material and adverse effect on our business, financial condition, results of operations or cash flows. The need to make contributions, which may be substantial, to such plan may reduce the cash available to meet our other obligations, including our debt obligations with respect to our senior secured credit facility and our Senior Notes to meet the needs of our business. In addition, the PBGC may terminate our defined benefit pension plan under limited circumstances, including in the event the PBGC concludes that the risk may increase unreasonably if such plan continues. In the event a defined benefit pension plan is terminated for any reason while it is underfunded, we could be required to make an immediate payment to the PBGC of all or a substantial portion of such plan's underfunding, as calculated by the PBGC based on its own assumptions (which might result in a larger obligation than that based on the assumptions we have used to fund such plan).

Risks Related to Our Governance and Capital Structure

HMC and its affiliates, whose interests may differ from the interests of the holders of our Class A common shares, have approval rights with respect to significant transactions and could convert their equity interests in our Company into a block of substantial voting power, thereby reducing the voting power of other holders of our common shares.

HMC and its affiliates own one share of our class C common shares, which represents 35% of our outstanding voting power, and also have the ability to convert shares of our non-voting class B common shares into class A common shares, which may be subject to FCC approval. Upon the conversion of the majority of the non-voting class B common shares into class A common shares, the class C common shares will automatically convert into an equal number of shares of class A common shares. If this occurs, affiliates of HMC would own approximately 37.7% of our voting equity interests and will effectively have the ability to elect the entire board of directors and to approve or disapprove any corporate transaction or other matters submitted to our shareholders for approval, including the approval of mergers or other significant corporate transactions. The interests of HMC and its affiliates may differ from the interests of our other shareholders and HMC and its affiliates could take actions or make decisions that are not in the best interests of our other shareholders.

For example, HMC may from time-to-time acquire and hold controlling or non-controlling interests in television broadcast assets that may directly or indirectly compete with our company for advertising revenues. In addition, HMC and its affiliates may

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from time-to-time identify, pursue and consummate acquisitions of television stations or other broadcast related businesses that may be complementary to our business and therefore such acquisition opportunities may not be available to us.

Moreover, Royal W. Carson, III, a director, and HMC, combined beneficially own all of our class C common shares and therefore possess 70% of the combined voting power. Accordingly, Mr. Carson and HMC together have the power to elect our entire board of directors and, through this control, to approve or disapprove any corporate transaction or other matter submitted to our shareholders for approval, including the approval of mergers or other significant corporate transactions. Mr. Carson has prior business relations with HMC. Mr. Carson is the President of Carson Private Capital Incorporated, an investment firm that sponsors funds-of-funds and dedicated funds that have invested substantially all of the net capital of these funds in private equity investment funds sponsored by firms like HMC or its affiliates. Mr. Carson also serves on an advisory board representing the interests of limited partners of Sector Performance Fund, L.P., which was sponsored by an affiliate of HMC. The fund does not have an investment in us.

It would be difficult to take us over, which could adversely affect the trading price of our class A common shares.

Affiliates of HMC effectively have the ability to determine whether a change of control will occur through their ownership of one of the two outstanding shares of our class C common shares and all of the shares of our class B common shares. Provisions of Delaware corporate law and our bylaws and certificate of incorporation, including the 70% voting power of our class C common shares held by affiliates of Mr. Carson and HMC and the voting power that affiliates of HMC would hold upon conversion of their shares of class B shares into class A shares or class C shares, make it difficult for a third party to acquire control of us, even if a change of control would benefit the holders of our class A common shares. These provisions and controlling ownership by affiliates of HMC could also adversely affect the public trading price of our class A common shares.

We may issue additional debt and equity securities which are senior to our common shares as to distributions and in liquidation, which could materially adversely affect the market price of our class A common shares.

In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financings that are secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of secured liquidity notes, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to holders of our common shares. Any preferred securities may have a preference with respect to distributions and upon liquidation. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Accordingly, holders of our Class A common shares will bear the risk of our future offerings reducing the value of our common shares and diluting their interest in us. In addition, we can change our leverage strategy from time to time without approval of holders of our common shares, which could adversely affect the market price of our class A common shares.

The board of directors of LIN LLC will have the authority to adopt amendments to the Amended and Restated Limited Liability Company Agreement (the "LLC Agreement") that change many of the terms of the LIN LLC common shares in ways with which the holders of our Class A common shares may disagree without approval of holders of our common shares.

Owners of our common shares may disagree with amendments to the LLC Agreement adopted by the board of directors of LIN LLC that change the terms of such shares, and may disagree with the decision made by the LIN LLC board of directors that the changes made to the terms of our common shares are not adverse to holders of our common shares or that such changes do not alter the characterization of LIN LLC. The recourse of holders of our common shares, if they disagree, will be limited because the LLC Agreement gives broad authority and discretion to the board of directors of LIN LLC to adopt certain amendments to the LLC Agreement without the consent of shareholders of LIN LLC.

While we do not currently anticipate making regular cash distributions to holders of our common shares, the board of directors of LIN LLC has full authority and discretion over any distributions and it may decide to change or eliminate distributions at any time, which may adversely affect the market price for our shares.

We do not currently anticipate making regular cash distributions to holders of LIN LLC common shares. However, our board of directors will have full authority and discretion to determine whether or not a distribution by LIN LLC should be declared and paid to holders of our common shares, as well as the amount and timing of any distribution. Our board of directors may, based on its review of our financial condition, liquidity and results of operations, determine to change or eliminate distributions, which, if distributions are then being paid to holders of our common shares, may have a material adverse effect on the market price of our common shares. In addition, in computing U.S. federal income tax liability for a taxable year, each holder of our common shares will be required to take into account its allocable share of items of our income, gain, loss, deduction and credit for the taxable year of LIN LLC ending within or with such holder's taxable year, regardless of whether such holder has received any distributions. As a result, it is possible that a holder's U.S. federal income tax liability with respect to its allocable share of the earnings of

25

LIN LLC in a particular taxable year could exceed the cash distributions to it, thus requiring an out-of-pocket tax payment by such holder.

Tax Risks to Holders of LIN LLC Common Shares

Our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

The U.S. federal income tax treatment of holders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Holders of our common shares should be aware that the U.S. federal income tax rules are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. The IRS pays close attention to the proper application of tax laws to partnerships. The present U.S. federal income tax treatment of an investment in LIN LLC common shares may be modified by administrative, legislative or judicial interpretation at any time, possibly on a retroactive basis. Changes to the U.S. federal income tax laws and interpretations thereof could make it more difficult or impossible to meet the exception for us to be treated as a partnership for U.S. federal income tax purposes that is not taxable as a corporation (referred to as the "Qualifying Income Exception"), affect the tax considerations of an investment in us, change the character or treatment of portions of our income and adversely affect an investment in our common shares.

Our LLC Agreement will permit our board of directors to amend our LLC Agreement from time to time, without the consent of the holders, to address certain changes in U.S. federal income tax regulations, legislation or interpretation. In some circumstances, such revisions could have a material adverse impact on some or all holders. In addition, although our board of directors has no plan or intention to do so, it could elect at some point to treat us as an association taxable as a corporation for U.S. federal (and applicable state) income tax purposes, in which event the U.S. federal income tax consequences of owning our common shares would differ. If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the applicable tax rates. In addition, we would likely be liable for state and local income and/or franchise tax on all our income. Distributions to holders of our common shares would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would otherwise flow through to them.

Moreover, we will apply certain assumptions and conventions in an attempt to comply with applicable rules and to report income, gain, deduction, loss and credit to holders in a manner that reflects such holders' beneficial ownership of partnership items, taking into account variation in ownership interests during each taxable year because of trading activity. As a result, a holder transferring common shares may be allocated income, gain, loss and deductions realized after the date of transfer. However, those assumptions and conventions may not be in compliance with all aspects of applicable tax requirements. It is possible that the IRS will assert successfully that the conventions and assumptions used by us do not satisfy the technical requirements of the Code and/or Treasury regulations and could require that items of income, gain, loss, deductions or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects holders.

Holders of our common shares will be subject to U.S. federal income tax on their share of our taxable income, regardless of whether they receive any cash distributions from us.

As long as 90% of our gross income for each taxable year constitutes qualifying income as defined in Section 7704 of the Code and we are not required to register as an investment company under the 1940 Act, and assuming there is no change in law, we will be treated, for U.S. federal income tax purposes, as a partnership and not as an association or a publicly traded partnership taxable as a corporation. Accordingly, holders of our common shares will be required to take into account their allocable share of our items of income, gain, loss, deduction and credit. Distributions to holders of our common shares generally will be taxable for U.S. federal income tax purposes only to the extent the amount distributed exceeds their tax basis in LIN LLC common shares. This treatment contrasts with the treatment of a shareholder in a corporation. For example, a shareholder in a corporation who receives a distribution of earnings from the corporation generally will report the distribution as dividend income for U.S. federal income tax purposes. In contrast, a holder of our common shares who receives a distribution of earnings from us will not report the distribution as dividend income (and will treat the distribution as taxable only to the extent the amount distributed exceeds the holder's tax basis in the common shares), but will instead report the holder's allocable share of items of our income for U.S. federal income tax purposes. As a result, holders of our common shares may be subject to U.S. federal, state and local income taxation on their allocable share of our items of income, gain, loss, deduction and credit (including our allocable share of those items of any entity in which we invest that is treated as a partnership or is otherwise subject to tax on a flow through basis) for each of our taxable years ending with or within their taxable years, regardless of whether or not holders of our common shares receive cash distributions from us.

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Tax gain or loss on disposition of LIN LLC common shares could be more or less than expected.

If holders of our common shares sell their common shares, they will recognize a gain or loss equal to the difference between the amount realized and the adjusted tax basis in those common shares. Prior distributions to them in excess of the total net taxable income allocated to them, which decreased the tax basis in their common shares, will in effect become taxable income to them if the common shares are sold at a price greater than their tax basis in those common shares, even if the price is less than the original cost.

Non-U.S. persons face unique U.S. tax issues from owning LIN LLC common shares that may result in adverse tax consequences to them.

In light of our activities as a holding company owning only the common stock of LIN Television, we generally do not expect to generate significant amounts of income treated as effectively connected income with respect to non-U.S. holders of our common shares ("ECI"). However, there can be no assurance that we will not generate ECI currently or in the future and, subject to the qualifying income rules described above, we are under no obligation to minimize ECI. To the extent our income is treated as ECI, non-U.S. holders generally would be subject to withholding tax on their allocable shares of such income, would be required to file a U.S. federal income tax return for such year reporting their allocable shares of income effectively connected with such trade or business and any other income treated as ECI, and would be subject to U.S. federal income tax at regular U.S. tax rates on any such income (state and local income taxes and filings may also apply in that event). In addition, certain income of non-U.S. holders from U.S. sources not connected to any such U.S. trade or business conducted by us could be treated as ECI. Non-U.S. holders that are corporations may also be subject to a 30% branch profits tax on their allocable share of such income. In addition, certain income from U.S. sources that is not ECI allocable to non-U.S. holders will be reduced by withholding taxes imposed at the highest effective applicable tax rate. A portion of any gain recognized by a non-U.S. holder on the sale or exchange of common shares could also be treated as ECI.

Tax-exempt entities face unique tax issues from owning LIN LLC common shares that may result in adverse tax consequences to them.

In light of our activities as a holding company owning only the common stock of LIN Television, we generally do not expect to directly hold operating businesses that generate unrelated business taxable income for tax-exempt holders of our common shares ("UBTI") other than through corporations. However, certain of our activities may be treated as debt-financed, which may give rise to debt-financed UBTI. Accordingly, no assurance can be given that we will not generate UBTI currently or in the future and, subject to the qualifying income rules, we are under no obligation to minimize UBTI. Consequently, a holder of common shares that is a tax-exempt organization may be subject to "unrelated business income tax" to the extent that its allocable share of our income consists of UBTI. A tax-exempt partner of a partnership could be treated as earning UBTI if the partnership regularly engages in a trade or business that is unrelated to the exempt function of the tax-exempt partner, if the partnership derives income from debt-financed property or if the partnership interest itself is debt-financed.

We cannot match transferors and transferees of the LIN LLC class A common shares, and we will therefore adopt certain income tax accounting positions that may not conform with all aspects of applicable tax requirements. The IRS may challenge this treatment, which could adversely affect the value of our common shares.

Because we cannot match transferors and transferees of common shares, we will adopt tax accounting positions that may not conform with all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our holders. It also could affect the timing of these tax benefits or the amount of gain on the sale of common shares and could have a negative impact on the value of our common shares or result in audits of and adjustments to our holders' tax returns.

In addition, our taxable income and losses will be determined and apportioned among holders using conventions we regard as consistent with applicable law. As a result, if holders of our common shares transfer their common shares, they may be allocated income, gain, loss and deduction realized by us after the date of transfer. Similarly, a transferee may be allocated income, gain, loss and deduction realized by us prior to the date of the transferee's acquisition of our common shares. A transferee may also bear the cost of withholding tax imposed with respect to income allocated to a transferor through a reduction in the cash distributed to the transferee.

The sale or exchange of 50% or more of our capital and profit interests within a twelve-month period will result in the termination of our partnership for U.S. federal income tax purposes. Our termination would, among other things, result in the closing of our taxable year for all holders.

Holders may be subject to state and local taxes and return filing requirements as a result of holding LIN LLC common shares.

In addition to U.S. federal income taxes, our holders may be subject to other taxes, including state and local taxes,

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unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property now or in the future, even if our holders do not reside in any of those jurisdictions. Our holders may also be required to file state and local income tax returns and pay state and local income taxes in some or all of these jurisdictions. Further, holders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each holder to file all U.S. federal, state and local tax returns that may be required of such holder.

It is possible that holders may be required to file amended income tax returns.

It is possible that a holder will be required to file amended income tax returns as a result of adjustments to items on the corresponding income tax returns of the partnership. Any obligation for a holder to file amended income tax returns for that or any other reason, including any costs incurred in the preparation or filing of such returns, is the responsibility of each holder.

Due to uncertainty in the proper application of applicable law, we may over-withhold or under-withhold on distributions to holders.

For each calendar year, we will report to holders and the IRS the amount of distributions we made to holders and the amount of U.S. federal income tax (if any) that we withheld on those distributions. The proper application to us of rules for withholding under Section 1441 of the Code (applicable to certain dividends, interest and similar items) is unclear. Because the documentation we receive may not properly reflect the identities of holders at any particular time (in light of possible sales of common shares), we may over-withhold or under-withhold with respect to a particular holder of common shares. For example, we may impose withholding, remit that amount to the IRS and thus reduce the amount of a distribution paid to a non-U.S. holder. It may turn out, however, that the corresponding amount of our income was not properly allocable to such holder, and the withholding should have been less than the actual withholding. Such holder would be entitled to a credit against the holder's U.S. tax liability for all withholding, including any such excess withholding, but if the withholding exceeded the holder's U.S. tax liability, the holder would have to apply for a refund to obtain the benefit of the excess withholding. Similarly, we may fail to withhold on a distribution, and it may turn out that the corresponding income was properly allocable to a non-U.S. holder and withholding should have been imposed. In that event, we intend to pay the under-withheld amount to the IRS, and we may treat such under-withholding as an expense that will be borne by all holders of common shares on a pro rata basis (since we may be unable to allocate any such excess withholding tax cost to the relevant non-U.S. holder).

Risks Related to Our Industry

The FCC's spectrum incentive auctions proceeding could result in the reallocation of broadcast spectrum for wireless broadband use, which could materially impair our ability to provide competitive services.

Pursuant to The American Recovery and Reinvestment Act of 2009, on March 16, 2010, the FCC delivered to Congress a staff report titled, "Connecting America: The National Broadband Plan" (the "NBP"). Among the many far-reaching recommendations contained in the 375-page NBP is that the FCC reallocate 120 MHz of spectrum currently occupied by television broadcast stations to mobile wireless broadband services by means of, among other things, amending the FCC's technical rules to reduce television station service areas and distance separations, permitting channel sharing, conducting voluntary "incentive" auctions for the return of television broadcast spectrum, and certain other voluntary and involuntary mechanisms. The NBP also recommended spectrum "repacking," pursuant to which certain stations would be required to move to new channels, and suggested the imposition of spectrum usage fees, which may require Congressional authorization. None of the NBP's recommendations related to television spectrum are self-effectuating; consequently, implementation of the recommendations would appear to require further action by the FCC or Congress, or both.

In 2010, the FCC initiated a rulemaking proceeding to consider proposals to, among other things, implement rule changes that could facilitate channel sharing by television stations and shared use of current television broadcast spectrum by wireless broadband providers. In that proceeding, the FCC also sought comment on ways to improve VHF spectrum band television operations (VHF stations have experienced reception difficulties following the DTV transition), to encourage stations on UHF channels to move to VHF channels. On April 27, 2012, the FCC adopted rules establishing a framework for multiple full-service and Class A television stations operating within the same market to share a single 6 MHz television channel while retaining distinct station licenses and MVPD carriage rights. Under the FCC's new rules, only those stations participating in the future incentive auction will be eligible to enter into channel sharing arrangements of this type. Because the FCC has not yet implemented rules for the incentive auction, stations are not yet able to enter into channel sharing arrangements of this type. Accordingly, we cannot predict the impact that channel sharing among television stations will have on either the industry or our operations. This proceeding remains pending with respect to proposals to improve VHF band television operations and to enable shared use of television band spectrum with wireless broadband providers; we cannot predict its outcome or its impact on the industry or our operations.

On February 17, 2012, Congress adopted legislation authorizing the FCC to direct a portion of auction proceeds to commercial users, including broadcasters, that voluntarily surrender some or all of their allotted spectrum for auction. The legislation, which the President subsequently signed into law, includes safeguards for broadcasters. In particular, in the context of an involuntary

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repacking of the TV bands, the legislation requires the FCC to make all reasonable efforts to ensure that stations retain their existing coverage areas, prevents the FCC from forcing a broadcaster to move from a UHF to a VHF channel, and establishes a fund to reimburse broadcasters for reasonable relocation expenses. On October 2, 2012, the FCC released a Notice of Proposed Rule Making to implement the incentive auction statute. That proceeding remains pending. If the FCC requires some or all of our television stations to make involuntary changes to their operations, such as through frequency changes, reductions of service areas, and/or reduction of interference protection, our stations could suffer material adverse effects, including, but not limited to, substantial conversion costs, and reduction or loss of over-the-air signal coverage. The FCC Chairman has indicated that he anticipates that the FCC will adopt rules for the incentive auction in the first half of 2014 and that he believes that the FCC will conduct the incentive auction by the middle of 2015. We cannot predict the precise timing or scope of the incentive spectrum auctions, nor the impact, if any, that the reallocation of spectrum will have on our business.

We may be unable to successfully negotiate future retransmission consent agreements and these negotiations may be further hindered by consolidation in that industry and the interests of networks with whom we are affiliated or by statutory or regulatory developments.

We may be unable to successfully negotiate retransmission consent agreements with MVPDs when the current terms of these agreements expire for various reasons, including consolidation within that industry. In addition, our affiliation agreements with some broadcast networks include certain terms that may affect our ability to permit MVPDs to retransmit our stations' signals containing network programming, and in some cases, we may lose the right to grant retransmission consent to such providers. If the broadcast networks withhold their consent to the retransmission of those portions of our stations' signals containing network programming we may be unable to successfully complete negotiations for new retransmission consent agreements. Certain networks require us to pay them compensation in exchange for permitting redistribution of network programming by MVPDs. Escalating payments to networks in connection with signal retransmission may adversely affect our operating results. If we lose the right to grant retransmission consent, we may be unable to satisfy certain obligations under our existing retransmission consent agreements with MVPDs and there could be a material adverse effect on our results of operations.

Several cable system and DBS operators jointly petitioned the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. The FCC solicited public comment on the petition and subsequently released a notice of proposed rule making seeking public comment on whether it should amend its rules to: (i) modify its standards for "good faith" negotiations of retransmission consent agreements; (ii) enhance consumer notice obligations; and (iii) eliminate the FCC's network non-duplication and syndicated exclusivity rules. The proceeding is currently pending, and we cannot predict its outcome.

On January 10, 2014, the Supreme Court agreed to hear a case captioned American Broadcasting Companies, Inc., et al. v. Aereo, Inc., which involves a challenge from several broadcasters of the Aereo service, which transmits to its subscribers broadcast television programs over the Internet for a monthly subscription fee. At issue is whether Aereo’s service violates copyright law and whether Aereo must obtain permission to retransmit broadcasters’ programming. Should Aereo and its competitors prevail in the pending litigation, and certain online video distributors and over-the-top video distributors become eligible for a statutory license that would enable them to stream broadcast programming over the Internet, it could have a negative impact on our retransmission consent negotiations with MVPDs, and our business and results of operations could be materially and adversely affected. We cannot predict the ultimate outcome of this proceeding.

Our industry is subject to significant syndicated and other programming costs, and increased programming costs could adversely affect our operating results.

Our industry is subject to significant syndicated and other programming costs. We often acquire program rights two or three years in advance, making it difficult for us to accurately predict how a program will perform. In some instances, we may have to replace programs before their costs have been fully amortized, resulting in impairments and write-offs that increase station operating costs. We may be exposed to future programming cost increases, which may adversely affect our operating results.

Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs.

The FCC regulates our business, just as it does all other companies in the broadcasting industry. We must ask the FCC's approval whenever we need a new license, seek to renew, assign or modify a license, purchase a new station, sell an existing station or transfer the control of one of our subsidiaries that holds a license. Our FCC licenses and those of the stations that we service via sharing arrangements are critical to our operations; we cannot operate without them. We cannot be certain that the FCC will renew these licenses in the future or approve new acquisitions in a timely manner, if at all. If licenses are not renewed or acquisitions approved, we may lose revenue that we otherwise could have earned.

In addition, Congress and the FCC may, in the future, adopt new laws, regulations and policies regarding a wide variety of matters (including retransmission consent, spectrum allocation, media ownership and technological changes) that could, directly

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or indirectly, materially and adversely affect the operation and ownership of our broadcast properties. (See Item 1. Business-"Federal Regulation of Television Broadcasting").

Changes in FCC ownership rules through FCC action, judicial review or federal legislation may limit our ability to continue providing services to stations under sharing arrangements (such as LMAs, JSAs, SSAs and other similar agreements) may prevent us from obtaining ownership of the stations we currently provide services to under sharing arrangements, may require us to amend or terminate certain agreements and/or may preclude us from obtaining the full economic value of one or more of our duopoly, or two-station operations upon a sale, merger or other similar transaction transferring ownership of such station or stations.

FCC ownership rules currently impose significant limitations on the ability of broadcast licensees to have attributable interests in multiple media properties. Federal law prohibits one company from owning broadcast television stations that collectively have service areas encompassing more than an aggregate 39% share of national television households. Ownership restrictions under FCC rules also include a variety of local limits on media ownership. The restrictions include an ownership limit of one television station in most medium and smaller television markets and two stations in most larger markets, known as the television duopoly rule. The regulations also include limits on the common ownership of a newspaper and television station in the same market (newspaper-television cross-ownership), limits on common ownership of radio and television stations in the same market (radio-television station ownership) and limits on radio ownership of four to eight radio stations in a local market.

Should the FCC modify its media ownership rules, attractive opportunities may arise for additional television station and other media acquisitions. But these changes also create additional competition for us from other entities, such as national broadcast networks, large station groups, newspaper chains and cable operators, which may be better positioned to take advantage of such changes and benefit from the resulting operating synergies both nationally and in specific markets.

Should the television duopoly rule be relaxed, we may be able to acquire the ownership of one or more of the stations in Austin, TX, Dayton, OH, Providence, RI, Albuquerque, NM, Savannah, GA, Topeka, KS and Youngstown, OH for which we currently provide programming, sales and/or other related services under sharing arrangements, as the case may be, and for which we have purchase option agreements to purchase these stations.

Should we be unable to acquire the ownership of the stations currently serviced by LMAs, there is no assurance that the grandfathering of our LMAs will be permitted beyond conclusion of the FCC's current review of the ownership rules.

Should the FCC conclude, as part of a periodic review of its ownership rules, that SSAs, JSAs, and similar arrangements should be attributable for purposes of the media ownership rules, there is no assurance that the FCC would grandfather the non-attributable status of our existing agreements, and, as a result, we may be required to terminate these agreements.

Any potential hostilities, natural disasters, cybersecurity threats, breaches of information technology security, terrorist attacks or other disruptions may affect our revenues and results of operations.

If the U.S. becomes engaged in new, large scale foreign hostilities, is impacted by any significant natural disasters or if there is a terrorist attack against the U.S., we may lose advertising revenue and incur increased broadcasting expenses due to pre-emption, delay or cancellation of advertising campaigns and increased costs of providing news coverage of such events. In light of the increased dependence on digital technologies by public companies and the increasing frequency and severity of cyber incidents, we may be subject to cybersecurity risks or other breaches of information technology security. A breach of our cyber/data security measures could disrupt our normal business operations and affect our ability to control our assets, access information and limit communication with third parties. We cannot predict the extent and duration of any future disruption to our programming schedule, the amount of advertising revenue that would be lost or delayed or the amount by which our expenses would increase as a result. Consequently, any related future loss of revenue and increased expenses could negatively affect our results of operations.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

We maintain our corporate headquarters in Austin, TX under an operating lease that expires on May 31, 2018.

Each of our stations has facilities consisting of offices, studios, sales offices and tower and transmitter sites. Tower and transmitter sites are located in areas that provide optimal coverage to each of our markets. We own substantially all of the offices and studios where our stations are located and generally own the property where our towers and primary transmitters are located. We lease the remaining properties, consisting primarily of office locations and microwave transmitter sites. While none of the station properties owned or leased by us are individually material to our operations, if we were required to relocate any of our

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towers, the cost could be significant. This is because the number of sites in any geographic area that permit a tower of reasonable height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation Administration and FCC regulations, limit the number of alternative locations or increase the cost of acquiring them for tower sites.

Item 3.    Legal Proceedings

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. 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) 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.

Item 4.    Mine Safety Disclosures

Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our class A common shares are listed on the NYSE under the symbol "LIN." There is no established trading market for our class B common shares or our class C common shares.

The following table sets forth the high and low sales prices for our class A common shares for the periods indicated, as reported by the NYSE:

	High		Low
2013
1st Quarter	$	13.40	$	7.69
2nd Quarter	16.64		10.01
3rd Quarter	20.55		14.25
4th Quarter	29.24		20.24
2012
1st Quarter	$	5.00	$	3.88
2nd Quarter	4.15		2.64
3rd Quarter	4.54		2.94
4th Quarter	7.80		4.35

We have never declared or paid any cash dividends on our class A common shares and the terms of our indebtedness limit the payment of such dividends.

As of December 31, 2013, there were approximately 30 shareholders of record of our class A common shares, 18 shareholders of record of our class B common shares and two shareholders of record of our class C common shares.

The common stock of our wholly-owned subsidiary, LIN Television, all of which is held directly by us, has not been registered under the Exchange Act and is not listed on any national securities exchange.

Issuer Purchase of Equity Securities

On November 14, 2012, we publicly announced that our Board of Directors extended our authorization to repurchase up to $25 million of our class A common shares in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan. This authorization expired on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, we terminated the stock repurchase program. We did not repurchase any shares during 2013.

Comparative share performance graph

The following graph compares the cumulative total return performance of our class A common shares for the five years ended December 31, 2013 versus the performance of: (i) the NYSE Composite Index; and (ii) a peer index consisting of the following broadcast television companies: Gray Communications Systems, Inc.; Sinclair Broadcasting Group, Inc.; and Nexstar Broadcasting Group, Inc. (the "Television Index"). The graph assumes the investment of $100 in our class A common shares and in each of the indices on December 31, 2008. The performance shown is not necessarily indicative of future performance.

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	12/31/2008		12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013
LIN Media LLC (LIN)	$	100.00	$	409.17	$	486.24	$	388.07	$	690.83	$	2,633.94
NYSE Composite Index	$	100.00	$	124.80	$	138.34	$	129.88	$	146.66	$	180.65
Television Index	$	100.00	$	314.80	$	447.79	$	582.37	$	786.98	$	4,278.06

Item 6.    Selected Financial Data

Set forth below is our selected consolidated financial data for each of the five years in the period ended December 31, 2013. The selected financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 is derived from audited consolidated financial statements that appear elsewhere in this report. The selected financial data should be read in conjunction with Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and the notes thereto. All financial information shown reflect the operations of WWHO-TV in Columbus, OH and WUPW-TV in Toledo, OH as discontinued for all periods presented. The sale of WWHO-TV was completed on February 16, 2012 and the sale of WUPW-TV was completed on April 21, 2012.

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The selected consolidated financial data of LIN LLC for 2009 through 2013 is presented below. Prior to the Merger, LIN LLC had no operations or assets other than its investments in its subsidiaries. Subsequent to the 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 limited liability company. The consolidated financial statements of LIN LLC represent its own operations and the consolidated operations of LIN Television, which remains a corporation after the Merger. Accordingly, the consolidated financial data of LIN Television and LIN LLC is identical for the years 2012 through 2009 with the exception of basic and diluted loss per common share, which is not presented for LIN Television. The consolidated financial data of LIN Television is substantially similar to that of LIN LLC for 2013, with the exception of the separate assets, liabilities and operations related to administration of the limited liability company.

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	Year Ended December 31,
	2013			2012			2011			2010			2009
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Net revenues	$	652,363		$	553,462		$	400,003		$	408,190		$	327,842
Impairment of goodwill, broadcast licenses
and broadcast equipment	—			—			—			—			39,487
Operating income	89,944			171,061			89,104			111,839			22,294
Loss (gain) on extinguishment of debt	—			3,341			1,694			2,749			(50,149		)
Income (loss) from continuing operations(1)	156,601			(17,972		)	49,701			36,181			9,704
(Loss) income from discontinued operations, net of tax	—			(1,018		)	(920		)	317			(591		)
Gain from the sale of discontinued operations, net of tax	—			11,389			—			—			—
Net income (loss)	156,601			(7,601		)	48,781			36,498			9,113
Net (loss) income attributable to noncontrolling interests	(1,512		)	(556		)	204			—			—
Net income (loss) attributable to LIN LLC	158,113			(7,045		)	48,577			36,498			9,113
Basic income (loss) per common share attributable to LIN LLC:
Income (loss) from continuing operations attributable to LIN LLC	3.02			(0.32		)	0.89			0.67			0.19
(Loss) income from discontinued operations, net of tax	—			(0.02		)	(0.02		)	0.01			(0.01		)
Gain from sale of discontinued operations, net of tax	—			0.21			—			—			—
Net income (loss) attributable to LIN LLC	$	3.02		$	(0.13	)	$	0.87		$	0.68		$	0.18
Weighted-average basic shares outstanding	52,439			54,130			55,768			53,978			51,464
Diluted income (loss) per common share attributable to LIN LLC:
Income (loss) from continuing operations attributable to LIN LLC	$	2.84		$	(0.32	)	$	0.87		$	0.65		$	0.19
(Loss) income from discontinued operations, net of tax	—			(0.02		)	(0.02		)	0.01			(0.01		)
Gain from the sale of discontinued operations, net of tax	—			0.21			—			—			—
Net income (loss) attributable to LIN LLC	$	2.84		$	(0.13	)	$	0.85		$	0.66		$	0.18
Weighted-average diluted shares outstanding	55,639			54,130			57,079			55,489			51,499
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	12,525		$	46,307		$	18,057		$	11,648		$	11,105
Restricted cash	—			—			255,159			—			2,000
Broadcast licenses, intangible assets, net and goodwill	787,092			788,583			522,150			504,512			506,061
Total assets	1,216,850			1,241,414			1,081,944			790,469			790,503
Total debt	944,692			890,227			868,717			623,260			682,954
Consolidated net debt(2)	932,167			843,920			595,501			611,612			671,849
Total LIN LLC shareholders' equity (deficit)	89,127			(91,564		)	(84,632		)	(131,432		)	(173,561		)
Other Data:
Program payments	$	31,677		$	24,258		$	24,622		$	25,066		$	23,081

___________________________________________________________________________

⁽¹⁾  Income from continuing operations during the year ended December 31, 2013 includes a $124.3 million tax benefit recognized as a result of the Merger as well as an $18.2 million tax benefit recognized as a result of the reversal of our valuation allowance on deferred tax assets. For additional information, refer to Note 14 - "Income Taxes" to our consolidated financial statements.

⁽²⁾  Consolidated net debt is a non-GAAP financial measure, and is equal to total debt less cash and cash equivalents. Solely for the purpose of computing consolidated net debt as of December 31, 2011, our senior secured credit facility permitted restricted cash to be offset against total debt. Beginning in 2012, for the purpose of our debt covenant calculations, our senior credit facility permitted a maximum of $45 million to be offset against total debt in arriving at consolidated net debt. For purposes of the consolidated balance sheet data above, we have subtracted the

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total balance of our cash and cash equivalents in arriving at consolidated net debt. Consolidated net debt provides investors with useful information about our financial position, and is one of the financial measures used to evaluate compliance with our debt covenants.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We own, operate or service 43 television stations and seven digital channels in 23 U.S. markets, with multiple network affiliated channels in 18 markets. Our growing digital media portfolio helps agencies and brands effectively and efficiently reach their target audiences at scale by utilizing our comScore, Inc. rated Top 15 Video market share and the latest in conversational marketing, video, display, mobile, 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 revenues and other revenues. We recorded net income (loss) of $156.6 million, $(7.6) million and $48.8 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Our operating highlights for 2013 include the following:

• Net revenues increased $98.9 million, or 18%, compared to 2012 primarily as a result of a $111.3 million, or 35%, increase in local revenues, which include net local advertising sales, retransmission consent fees and television station website revenues, as well as an increase of $35 million, or 85%, in interactive revenues, which include revenues from LIN Digital, Nami Media, HYFN, and Dedicated Media. Also contributing to the increase in net revenues was an increase in net national revenues of $23.6 million, or 22%. Excluding the impact of the television stations acquired in 2012 and the 2013 acquisitions of majority interests in HYFN and Dedicated Media, net revenues decreased approximately $31.8 million, or 6%, primarily the result of a decrease in political advertising revenues.

• On February 12, 2013, we entered into and closed the JV Sale Transaction 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 Texas sold its interest in SVH, a joint venture with NBC, and LIN TV was released from the GECC Guarantee and any further obligations related to the shortfall funding agreements. The $100 million capital contribution was financed by a combination of cash on hand, borrowings under LIN Television's revolving credit facility, and a new $60 million incremental term facility under LIN Television's existing senior secured credit facility. The JV Sale Transaction resulted in a $100 million charge recognized in the fourth quarter of 2012 to accrue for our obligations related to the JV Sale Transaction, and the recognition of taxable gains from the JV Sale Transaction resulting in a $162.8 million short-term deferred federal and state tax liability. For further information, see Item 1. "Business—Joint Venture Sale Transaction," Note 1—"Basis of Presentation and Summary of Significant Accounting Policies," and Note 13—"Commitments and Contingencies" to our consolidated financial statements.

• On July 30, 2013, we completed the merger of LIN TV with and into LIN LLC, with LIN LLC continuing as the surviving entity. As a result of the Merger, we realized a capital loss in the amount of approximately $343 million. 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 we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013. For further information, see Item 1. "Business—Joint Venture Sale Transaction," Note 1—"Basis of Presentation and Summary of Significant Accounting Policies," and Note 13—"Commitments and Contingencies" to our consolidated financial statements.

• On April 4, 2013, we acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices, for $7.2 million.

• On April 9, 2013, we acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company, for $5.8 million. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients.

Critical Accounting Policies, Estimates and Recently Issued Accounting Pronouncements

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,

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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.

We believe the following critical accounting policies are those that are most important to the presentation of our consolidated financial statements, affect our more significant estimates and assumptions, and require the most subjective or complex judgments by management. We have discussed each of these critical accounting policies and related estimates with the Audit Committee of our Board of Directors. For additional information about these and other accounting policies, see Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" to our consolidated financial statements included elsewhere in this report.

Valuation of long-lived assets and intangible assets

Approximately $740 million, or 61% of our total assets as of December 31, 2013, consisted of indefinite-lived intangible assets. Intangible assets principally include broadcast licenses and goodwill. If the fair value of these assets is less than the carrying value, we may be required to record an impairment charge.

We test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a market-by-market basis using a discounted cash flow valuation method, assuming a hypothetical startup scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of our goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. Our reporting units are comprised of the markets in which our television stations operate, LIN Digital, Nami Media, HYFN and Dedicated Media. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing rates in the markets for broadcasters. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in the first step described above) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reduction, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors.

The assumptions used in the valuation testing have certain subjective components including anticipated future operating results and cash flows based on our own internal business plans as well as future expectations about general economic and local market conditions. The changes in the discount rate used for our broadcast licenses and goodwill reflected in the table below are primarily driven by changes in the average beta for the public equity of companies in the television and media sector and the average cost of capital in each of the periods. The changes in the market growth rates and operating profit margins for both our broadcast licenses and goodwill reflect changes in the outlook for advertising revenues in certain markets where our stations operate in each of the periods.

We based the valuation of broadcast licenses on the following average industry-based assumptions:

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	December 31, 2013		December 31, 2012		December 31, 2011
Market revenue growth	2.7	%	0.87	%	1.2	%
Operating cash flow margins	32.4	%	30.9	%	30.6	%
Discount rate	11.0	%	10.5	%	10.5	%
Tax rate	38.9	%	38.3	%	38.3	%
Long-term growth rate	2.0	%	1.8	%	1.8	%

As of December 31, 2013, we would incur an impairment charge of $1 million and $7.7 million if we were to decrease the market revenue growth rate by 1% and 2%, respectively. A 5% and 10% decrease in operating cash flow margins would result in an impairment charge of approximately $10.4 million and $88.7 million, respectively. An increase of 1% in the discount rate would result in an impairment charge of approximately $1.8 million and an increase of 2% would result in an impairment charge of approximately $10.8 million.

The valuation of goodwill for our television stations is based on the following assumptions, which take into account our internal projections and industry assumptions related to market revenue growth, operating cash flows and prevailing discount rates:

	December 31, 2013		December 31, 2012		December 31, 2011
Market revenue growth	2.7	%	1.2	%	1.8	%
Operating cash flow margins	41.5	%	48.2	%	42.3	%
Discount rate	12.5	%	12.0	%	12.0	%
Tax rate	39.0	%	38.4	%	38.4	%
Long-term growth rate	2.0	%	1.8	%	1.8	%

As of December 31, 2013, if we were to decrease the market revenue growth by 1% and 2% of the projected growth rate, the enterprise value of our stations with goodwill would decrease by $41.2 million and $76.8 million, respectively. If we were to decrease the operating cash flow margins by 5% and 10% from the projected operating cash flow margins, the enterprise value of our stations with goodwill would decrease by $178.3 million and $355.8 million, respectively. If we were to increase the discount rate used in the valuation calculation by 1% and 2%, the enterprise value of our stations with goodwill would decrease by $103.6 million and $196.7 million, respectively.

Network affiliations

Other broadcast companies may use different assumptions in valuing acquired broadcast licenses and their related network affiliations than those that we use. These different assumptions may result in the use of valuation methods that can result in significant variances in the amount of purchase price allocated to these assets by these broadcast companies.

We believe that the value of a television station is derived primarily from the attributes of its broadcast license. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. These attributes and their impact on audiences can include:

• the scarcity of broadcast licenses assigned by the FCC to a particular market determines how many television networks and other program sources are viewed in a particular market;

• the length of time the broadcast license has been broadcasting. Television stations that have been broadcasting since the late 1940s are viewed more often than newer television stations;

• the quality of the broadcast signal and location of the broadcast station within a market (i.e. being licensed in the smallest city within a tri-city market has less value than being licensed in the largest city);

• the audience acceptance of the local news programming and community involvement of the local television station. The local television station's news programming that attracts the largest audience in a market generally will provide a larger audience for its network programming; and

• the quality of the other non-network programming carried by the television station. A local television station's syndicated programming that attracts the largest audience in a market generally will provide larger audience lead-ins to its network programming.

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A local television station can be the top-rated station in a market, regardless of the national ranking of its affiliated network, depending on the factors or attributes listed above. ABC, CBS, FOX and NBC, each have affiliations with local television stations that have the largest primetime audience in the local market in which the station operates regardless of the network's primetime rating.

Some broadcasting companies believe that network affiliations are the most important component of the value of a station. These companies generally believe that television stations with network affiliations have the most successful local news programming and the network affiliation relationship enhances the audience for local syndicated programming. As a result, these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship.

We generally have acquired broadcast licenses in markets with a number of commercial television stations equal to or less than the number of television networks seeking affiliates. The methodology we used in connection with the valuation of the stations acquired is based on our evaluation of the broadcast licenses and the characteristics of the markets in which they operated. We believe that in substantially all our markets we would be able to replace a network affiliation agreement with little or no economic loss to our television station. As a result of this assumption, we ascribed no incremental value to the incumbent network affiliation in substantially all our markets in which we operate beyond the cost of negotiating a new agreement with another network and the value of any terms that were more favorable or unfavorable than those generally prevailing in the market. Other broadcasting companies have valued network affiliations on the basis that it is the affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operating performance of that station. As a result, we believe that these broadcasting companies include in their network affiliation valuation amounts related to attributes that we believe are more appropriately reflected in the value of the broadcast license or goodwill.

In future acquisitions, the valuation of the broadcast licenses and network affiliations may differ from those attributable to our existing stations due to different facts and circumstances for each station and market being evaluated.

Valuation allowance for deferred tax assets

We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets at an amount that is more likely than not to be realized.

In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made.

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

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites, mobile applications, or those of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Share-based compensation

We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the price volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

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Retirement plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our pension benefit obligations and related costs are calculated using actuarial concepts. Our defined benefit plan is a non-contributory plan under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ('Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP"). Effective April 1, 2009, these plans were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations.

We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to our pension plans in 2014.

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP		Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90	%	4.20	%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25	%	5.25	%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A		N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A		7.00	%

The discount rate for the years ended December 31, 2013, 2012 and 2011 was determined using a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the year ended December 31, 2013, our actual rate of return on plan assets was 12%.

As a result of the plan freeze during 2009, we have no further service cost or amortization of prior service cost related to the plans. In addition, because the plans are now frozen and participants became inactive during 2009, the net losses related to the plans included in accumulated other comprehensive income are now amortized over the average remaining life expectancy of the inactive participants instead of the average remaining service period. We expect to record a pension expense of approximately $0.2 million in 2014. For every 0.25% change in the actual return compared to the expected long-term return on pension plan assets and for every 0.25% change in the actual discount rate compared to the discount rate assumption for 2014, our 2014 pension expense would change by less than $0.2 million and less than $0.1 million, respectively.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation		Percentage of Plan Assets as of December 31,
Asset Category	2013		2013		2012
Equity securities	60	%	60	%	55	%
Debt securities	40	%	40	%	45	%
	100	%	100	%	100	%

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Recently issued accounting pronouncements

For a discussion of new accounting standards please read Note 1, "Basis of Presentation and Summary of Significant Accounting Policies" to our consolidated financial statements included in this report.

Results of Operations

Set forth below are the key operating areas that contributed to our results for the years ended December 31, 2013, 2012 and 2011. 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. As a result, reported financial results may not be comparable to certain historical financial information.

Our results of operations are as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011		2013 vs. 2012					2012 vs. 2011
Local revenues	$	427,819	$	316,471	$	255,478	$	111,348		35	%	$	60,993		24	%
National advertising sales	130,935		107,325		95,734		23,610			22	%	11,591			12	%
Political advertising sales	7,600		76,458		8,132		(68,858		)	(90	)%	68,326			840	%
Interactive revenues	75,853		41,095		27,220		34,758			85	%	13,875			51	%
Other revenues	10,156		12,113		13,439		(1,957		)	(16	)%	(1,326		)	(10	)%
Net revenues	652,363		553,462		400,003		98,901			18	%	153,459			38	%
Operating expenses:
Direct operating	251,078		160,222		130,618		90,856			57	%	29,604			23	%
Selling, general and administrative	162,550		125,267		103,770		37,283			30	%	21,497			21	%
Amortization of program rights	29,242		23,048		21,406		6,194			27	%	1,642			8	%
Corporate	41,377		34,246		26,481		7,131			21	%	7,765			29	%
Depreciation	46,854		32,149		26,246		14,705			46	%	5,903			22	%
Amortization of intangible assets	22,826		6,364		1,199		16,462			259	%	5,165			431	%
Restructuring	3,895		1,009		707		2,886			286	%	302			43	%
Contract termination costs	3,887		—		—		3,887			100	%	—			—	%
Loss from asset dispositions	710		96		472		614			640	%	(376		)	(80	)%
Total operating costs	562,419		382,401		310,899		180,018			47	%	71,502			23	%
Operating income	$	89,944	$	171,061	$	89,104	$	(81,117	)	(47	)%	$	81,957		92	%

Three-Year Comparison

Net revenues consist primarily of local, national, and political advertising sales, net of sales adjustments and agency commissions. Additional revenues are generated from advertising on our television station websites, mobile applications, and those of our advertising networks, retransmission consent fees, interactive revenues, barter revenues, network compensation, production revenues, tower rental income and station copyright royalties.

Net revenues during the year ended December 31, 2013 increased by $98.9 million when compared to the prior year. Excluding the impact of the television stations acquired during 2012 and of the acquisition of a majority interest in HYFN and Dedicated Media, net revenues decreased $31.8 million, or 6%, primarily due to a $61.5 million decrease in political revenues. This decrease was partially offset by a $23.2 million increase in local revenues, primarily due to a growth in retransmission consent fee revenues as a result of contractual rate increases and renewals, and a $9.4 million increase in interactive revenues as a result of growth in the volume of advertising delivered through our network.

Historically, our revenues related to political advertising are stronger during federal election years, typically years ending in an even number. In addition to federal elections, most state and local elections also occur on the same election cycle. Consequently, political advertising sales during the year ended December 31, 2012 were higher than political advertising sales during the year ended December 31, 2011 and 2013. We expect this trend of stronger political advertising sales during election years to continue in the future.

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The automotive category represented 26% of our local and national advertising sales during each of the years ended December 31, 2013 and 2012.

Net revenues during the year ended December 31, 2012 increased by $153.5 million when compared with the prior year. The increase was primarily due to a $68.3 million increase in political advertising sales, a $61 million increase in local revenues, and a $13.9 million increase in interactive revenues, primarily as a result of a growth in customer base and new product offerings. Also contributing to the increase was an $11.6 million increase in national advertising sales. Net revenues for the year ending December 31, 2012 include $40.5 million that is attributable to television stations acquired during the fourth quarter of 2012.

The automotive category, which represented 26% of our local and national advertising sales during the year ended December 31, 2012, was up 15% as compared to 2011, during which the automotive category represented 24% of our local and national advertising sales.

Direct operating expenses (excluding depreciation and amortization of intangible assets), which consist primarily of news, engineering, and programming expenses, increased $90.9 million, or 57%, for the year ended December 31, 2013 compared to the prior year and $29.6 million, or 23%, for the year ended December 31, 2012, compared to the prior year. Excluding the impact of the stations acquired during the fourth quarter of 2012 and the 2013 acquisitions of majority interests in HYFN and Dedicated Media, direct operating expenses increased $28.1 million, or 19% for the year ending December 31, 2013 and $20.2 million, or 15% for the year ending December 31, 2012 as compared to their respective prior years. The increase for both years is primarily the result of an increase in fees pursuant to network affiliation agreements, growth in employee compensation expense, and higher costs of sales related to our digital operations.

Selling, general and administrative expenses consist primarily of employee salaries, sales commissions, employee benefit costs, advertising, promotional expenses and research. These costs increased $37.3 million, or 30%, for the year ended December 31, 2013, compared to the prior year. The increase was primarily a result of our 2012 television station acquisitions as well as the 2013 acquisition of majority interests in HYFN and Dedicated Media.

Selling, general and administrative expenses increased $21.5 million, or 21%, for the year ended December 31, 2012, compared to the prior year. Television stations acquired during 2012 accounted for $9.7 million of the increase. The remainder of the increase was primarily due to higher variable costs attributable to the growth in revenue compared to the prior year.

Selling expenses as a percentage of net revenues were 6.8%, 6.6% and 7.4% for the years ended December 31, 2013, 2012 and 2011, respectively.

Amortization of program rights represents the recognition of expense associated with syndicated programming, features and specials, and these costs increased $6.2 million, or 27%, for the year ended December 31, 2013 and increased $1.6 million, or 8%, for the year ended December 31, 2012, compared to their respective prior years. The increases in both periods as compared to their respective prior periods were attributable to the amortization of programming rights associated with the television stations acquired during the fourth quarter of 2012.

Corporate expenses represent corporate executive management, accounting, legal and other costs associated with the centralized management of our stations, and these costs increased $7.1 million, or 21%, for the year ended December 31, 2013, compared to the prior year. The increase was primarily due to $5.7 million of expenses incurred related to the JV Sale Transaction and the Merger with LIN LLC, as well as an increase in employee compensation expense compared to the prior year. Corporate expenses increased $7.8 million, or 29%, for the year ended December 31, 2012, compared to the prior year. The increase was primarily due to increases in employee compensation and acquisition related expenses compared to the prior year.

Depreciation expense increased $14.7 million, or 46%, for the year ended December 31, 2013 and $5.9 million, or 22%, for the year ended December 31, 2012, compared to their respective prior years. The increase in both periods was primarily attributable to the property and equipment associated with our acquisitions of television stations in the fourth quarter of 2012 and the acquisition of majority interests in HYFN and Dedicated Media in 2013.

Amortization of intangible assets increased $16.5 million, or 259%, for the year ended December 31, 2013 and $5.2 million, or 431% for the year ended December 31, 2012, compared to their respective prior years. The increases in both periods was primarily attributable to the increase in finite-lived intangible assets from our television stations acquired in the fourth quarter of 2012 and the 2013 acquisitions of the majority interest in HYFN and Dedicated Media.

Impairment of goodwill and broadcast licenses related to discontinued operations in the amount of $1.6 million were recorded during the year ended December 31, 2011. For further information, see Note 6—"Intangible Assets" to our consolidated financial statements.

Restructuring charges of $3.9 million, $1.0 million and, $0.7 million were recorded during the years ended December 31, 2013, 2012 and 2011, respectively. Restructuring charges incurred during the year ended December 31, 2013 were primarily due

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to severance and related costs as a result of the integration of the television stations acquired during 2012. Restructuring charges incurred during the years ended December 31, 2012 and 2011 primarily relate to the consolidation of certain activities at our stations and our corporate headquarters.

Contract termination costs of $3.9 million in 2013 were due to costs incurred in 2013 to terminate our contract with a service provider that previously provided national sales representation. For further information, see Note 12 - "Restructuring and Contract Termination Costs" to our consolidated financial statements.

Other Expense

	Year Ended December 31,
	2013		2012		2011
Components of other expense:
Interest expense, net	$	56,607	$	46,683	$	50,706
Share of loss in equity investments	56		98,309		4,957
Gain on derivative instruments	—		—		(1,960		)
Loss on extinguishment of debt	—		3,341		1,694
Other expense, net	2,100		237		51
Total other expense, net	$	58,763	$	148,570	$	55,448

Interest expense, net increased $9.9 million, or 21%, for the year ended December 31, 2013 compared to the prior year primarily as a result of the interest incurred on our 6³/₈% Senior Notes, which were issued during the fourth quarter of 2012 to finance a portion of the consideration paid to acquire the former New Vision television stations. This increase was partially offset by a decrease in interest expense due to the redemption of our 6¹/₂% Senior Subordinated Notes during the first quarter of 2012 as well as reductions in interest expense under our senior secured credit facility, primarily attributable to reductions in outstanding principal.

Interest expense, net decreased $4.0 million, or 8%, for the year ended December 31, 2012 compared to the prior year primarily as a result of the redemption of our 6¹/₂% Senior Subordinated Notes during the first quarter of 2012. This decrease was partially offset by an increase in borrowings under our senior secured credit facility compared to the same period last year as well as new debt issued in connection with the acquisition of the former New Vision stations.

The following table summarizes our total interest expense, net (in thousands):

	For the year ended December 31,
	2013		2012		2011
Components of interest expense:
Senior secured credit facility	$	18,751	$	19,651	$	2,389
83/8% Senior Notes	17,387		17,389		17,389
63/8% Senior Notes	19,396		4,401		—
61/2% Senior Subordinated Notes	—		595		18,002
61/2% Senior Subordinated Notes—Class B	—		306		10,505
Other	1,073		4,341		2,421
Total interest expense, net	$	56,607	$	46,683	$	50,706

Share of loss in equity investments decreased $98.3 million as compared to the prior year primarily due to a $100 million accrual recorded in 2012 related to the capital contribution made to SVH in connection with the JV Sale Transaction and corresponding release from the GECC Guarantee. That accrual was partially offset by the reversal of accrued shortfall funding liabilities that were extinguished pursuant to the terms of the JV Sale Agreement, as further described in Item 1. "Business—Joint Venture Sale Transaction" and in Note 13—"Commitments and Contingencies" to our consolidated financial statements.

Other expense, net increased $1.9 million as compared to the prior year primarily as a result of an impairment recorded during the third quarter of 2013 of a minority interest that we held in a website platform service provider.

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Gain on derivative instruments during 2011 was approximately $2 million, which represented the change in fair value of our interest rate hedge. The interest rate hedge was entered into during the second quarter of 2006 (the "2006 interest rate hedge") in order to hedge the variability in cash flows associated with a notional amount of the declining balances of our term loans under our previous senior secured credit facility. The 2006 interest rate hedge expired on November 4, 2011. Consequently, there is no impact to our statement of operations for the years ended December 31, 2013 or 2012. For additional information, refer to Note 8 - "Derivative Financial Instruments" to our consolidated financial statements.

Loss on extinguishment of debt during the year ended December 31, 2012 was primarily a result of the redemption of our 6¹/₂% Senior Subordinated Notes during January 2012 and the December 2012 amendment to our existing $75 million revolving credit loans. The loss on extinguishment of debt during the year ended December 31, 2011 included a write down of deferred financing fees as a result of the payment of principal on our revolving credit facility and term loans as further described in "Description of Indebtedness." Additionally, the loss on extinguishment of debt during the year ended December 31, 2011 included a write-down of deferred financing fees and unamortized discount due to the redemption of $109.1 million of our 6¹/₂% Senior Subordinated Notes, and $55.9 million of our 6¹/₂% Senior Subordinated Notes—Class B.

Income taxes reflected a (benefit from) provision for income tax of $(125.4) million, $40.5 million and $(16.0) million for the years ended December 31, 2013, 2012, and 2011, respectively. Our effective tax rate on pre-tax income was (402.2)%, 179.9% and (47.7)% for the years ended December 31, 2013, 2012 and 2011, respectively.

Our effective tax rate fluctuates from year to year. The factors that most impact our effective tax rate are changes to our valuation allowance, changes in tax laws, allocation of income to the various state jurisdictions in which we operate, and acquisition and divestiture transactions, including the JV Sale Transaction and the Merger.

Our effective tax rate for the year ended December 31, 2013 decreased from 2012 primarily due to a $124.3 million tax benefit recognized as a result of the Merger as well as an $18.2 million tax benefit recognized as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as it was determined that we will more likely than not be able to realize these deferred tax assets.

The combined $142.5 million tax benefit described above was offset in part by a $12.8 million income tax provision as a result of generating income from continuing operations, as well as a $2.2 million tax provision relating to state net operating loss adjustments from apportionment changes and a $1.6 million tax provision for non-deductible acquisition related costs incurred during 2013.

Our effective tax rate for the year ended December 31, 2012 increased from 2011, primarily due to the recognition of $28.4 million of income tax expense related to the recognition of a taxable gain associated with the JV Sale Transaction, as further described in Item 1. "Business—Joint Venture Sale Transaction."

The 2011 tax benefit is primarily a result of the 2011 reversal of $35.1 million of our federal valuation allowance relating to 1999 to 2002 net operating losses and the 2011 reversal of $1.0 million of our state valuation allowance relating to 2002 to 2010 net operating losses. These valuation allowances were reversed primarily due to our recent history of taxable income, and our projected ability to generate sufficient taxable income prior to the expiration of those net operating loss carryforwards. Upon the reversal of the federal and state valuation allowances, as of December 31, 2011, we had a remaining valuation allowance of $23.4 million placed against our deferred tax assets primarily related to state net operating loss carryforwards.

The combined 2011 $36.1 million income tax benefit described above was offset in part by a $5.1 million discrete deferred income tax expense recognized in the second quarter of 2011, which resulted from state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, were no longer deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets.

Results of Discontinued Operations

Our consolidated financial statements reflect the operations, assets and liabilities of WWHO-TV in Columbus, OH and WUPW-TV in Toledo, OH, as discontinued for all periods presented. The sale of WWHO-TV in Columbus, OH was completed on February 16, 2012. The sale of WUPW-TV in Toledo, OH was completed on April 21, 2012. As a result, loss from discontinued operations was $1.0 million and $0.9 million for the years ended December 31, 2012 and 2011, respectively. For further information see Note 3—"Discontinued Operations" to our consolidated financial statements.

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Liquidity and Capital Resources

Our liquidity position depends on our ability to generate cash from operations and to utilize borrowings under our senior secured credit facility and/or obtain financing from other sources. Our ability to make use of the revolving credit facility and to access the capital markets is contingent on our compliance with certain financial covenants, which are measured, in part, by the level of EBITDA we generate from our operations. As of December 31, 2013, we were in compliance with all financial and non-financial covenants under our senior secured credit facility. As of December 31, 2013, we had unrestricted cash and cash equivalents of $12.5 million, and a $75 million revolving credit facility, of which $70 million and $45 million were available as of December 31, 2013 and as of the date of this report, respectively.

Joint Venture Sale Transaction

On February 12, 2013, we, along with our wholly-owned subsidiaries LIN Television and LIN Texas entered into and closed the JV Sale Transaction with Comcast Corporation, affiliates of NBCUniversal, the GE Parties and SVH, a joint venture with NBCUniversal whereby LIN Texas sold its 20.38% equity interest in SVH for $1.00. In addition, 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.

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 of the JV Sale Transaction and the capital contribution 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 issued a $60 million incremental term loan, and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million capital contribution.

As a result of the JV Sale Transaction, after utilizing all of our available federal net operating loss (“NOL”) carryforwards to offset the taxable gain recognized in such transaction, we had an approximate $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger as described below.

On July 30, 2013, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled LIN TV 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 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 $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

We incurred approximately $5.7 million in transaction costs related to the JV Sale Transaction and the Merger during the year ended December 31, 2013. These costs are classified as corporate expense in our consolidated statement of operations.

Below is a discussion of other significant sources and uses of cash and should be read in conjunction with our consolidated statements of cash flows.

Operating activities

Cash provided by operating activities is primarily driven by our net revenues and changes in working capital as a result of the timing of collections and payments. Our total net revenues have primarily been, and will primarily be affected by, among other things, the following:

• Continued growth in local and interactive revenues.  During the years ended December 31, 2013 and 2012, our local revenues, which include net local advertising sales, retransmission consent fees and revenues from our television station websites and mobile applications, increased 35% and 24%, respectively, compared to their respective prior years. Additionally, during the years ended December 31, 2013 and 2012, our interactive revenues, which are generated by LIN Digital, Nami Media, HYFN and Dedicated Media, increased 85% and 51%, respectively. We expect further growth in our local revenues and interactive revenues, however, there can be no assurance that this will occur.

• Cyclical fluctuations.  We experience significant fluctuations in our political advertising revenues since advertising revenues are generally higher in even-numbered years due to additional revenues associated with political advertising related to local and national elections. Political advertising revenues were $7.6 million, $76.5 million, and $8.1

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million for the years ended December 31, 2013, 2012, and 2011, respectively. We also experience incremental advertising revenues associated with Olympic broadcasts during even-numbered years. We experienced a significant decrease in advertising revenues during 2013 and expect an increase in advertising revenues during 2014 as a result of these cyclical fluctuations.

• Employee benefit contributions.  Our employee benefit plan contributions include contributions to our pension plan and our 401(k) Plan. Volatility in the debt and equity markets impacts the fair value of our pension plan assets and ultimately the cash funding requirements of our pension plan. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plan during the years ended December 31, 2013, 2012 and 2011, respectively, and anticipate contributing $5.7 million to our pension plan during 2014. We contributed approximately $4.8 million, $3.9 million, and $3.6 million to our 401(k) Plan during the years ended December 31, 2013, 2012 and 2011, respectively, and expect to contribute approximately $4.3 million to the plan during 2014.

• Payments related to certain restructuring activities.  We made cash payments related to certain restructuring initiatives of $4.2 million, $0.8 million and $1.1 million during the years ended December 31, 2013, 2012 and 2011, respectively. For further details on these restructuring initiatives see Note 12—"Restructuring and Contract Termination Costs" to our consolidated financial statements.

• Cash requirements related to the acquisition of Red McCombs Media, LP. On October 2, 2009, LIN Television acquired Red McCombs Media, LP, an online advertising and media services company based in Austin, TX, which was rebranded as “LIN Digital” in the first quarter of 2013. In connection with the acquisition, we entered into an incentive compensation arrangement with certain key members of management. The arrangement provided payments to those employees based on a computation of EBITDA generated by LIN Digital during 2012. During the second quarter of 2013, we paid $8.9 million related to this incentive compensation arrangement.

• Contract termination costs. In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits has been reflected as contract termination costs in our consolidated statement of operations for 2013.

Investing activities

Cash used in investing activities has primarily been, and will primarily be affected by, among other things, the following:

• Acquisition of majority interest in Dedicated Media and HYFN.  In April 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media for $5.8 million and a 50.1% interest (calculated on a fully diluted basis) in HYFN for $7.2 million. In connection with these acquisitions, we may be required to purchase the remaining outstanding shares of Dedicated Media and HYFN in 2015 and 2016, respectively, if certain financial targets as defined in each applicable purchase agreement are met. Our maximum potential obligation under the Dedicated Media and HYFN agreements is $26 million, and $62.4 million, respectively. However, we estimate that our total obligation will not exceed $45 million in the aggregate between 2015 and 2016. For further information see Note 2 — “Acquisitions” to our consolidated financial statements.

• Capital expenditures.  Capital expenditures increased $1.1 million to $29.4 million, and increased $8.2 million to $28.2 million, for the years ended December 31, 2013 and 2012, respectively, compared to the respective prior year. We anticipate capital expenditures of approximately $25 million during the year ended December 31, 2014, which we expect to fund using cash flows from operations.

• Acquisition of Federated Media. On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility. For further information see Note 2 — “Acquisitions” to our consolidated financial statements.

Financing activities

Cash used in financing activities was primarily affected by, among other things, the following:

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• Incremental Facility.  On February 12, 2013, we entered into a $60 million, 5 year incremental term loan pursuant to the Credit Agreement governing LIN Television's senior secured credit facility. The proceeds of the incremental facility, as well as cash on hand and cash from revolving borrowings, were used to fund the $100 million transferred to SVH in the JV Sale Transaction.

We believe that our cash flows from current operations, together with available borrowings under our senior secured credit facility, will be sufficient to meet our anticipated cash requirements for the next 12 months, and beyond. These cash requirements include working capital, state and federal income taxes, capital expenditures, and scheduled interest and principal payments. For our long-term liquidity needs, in addition to the sources described above, we may rely upon, among other things, the issuance of long-term debt, the issuance of equity, or other financing sources available to us. Volatility and disruption of the capital and credit markets could impact our ability to access such sources. Anticipated cash payments for our debt and related interest are described below.

Contractual Obligations

The following table summarizes our estimated future contractual cash obligations as of December 31, 2013 (in thousands)⁽¹⁾:

	2014		2015-2016		2017-2018		2019 and thereafter		Total
Principal payments and mandatory redemptions on debt(2)	$	17,364	$	53,484	$	574,105	$	301,768	$	946,721
Cash interest on debt(3)	53,079		104,231		87,119		50,617		295,046
Program payments(4)	27,119		44,062		3,286		214		74,681
Operating leases(5)	3,860		6,076		4,284		7,062		21,282
Operating agreements(6)	41,216		43,994		9,473		77		94,760
Deferred compensation payments(7)	130		317		115		453		1,015
Total	$	142,768	$	252,164	$	678,382	$	360,191	$	1,433,505

_______________________________________________________________________________

⁽¹⁾  The amounts included in the table above do not include contingent payments for the remaining outstanding shares of Dedicated Media and HYFN. For additional information regarding these contingent payments, see Note 2 - "Acquisitions."

⁽²⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013. We are obligated to make mandatory quarterly principal payments and to use proceeds of asset sales not reinvested to pay-down the term loans under our senior secured credit facility. We are also obligated to repay in full our Senior Notes at maturity as described in Item 1A. "Risk Factors—We may not be able to refinance all or a portion of our indebtedness or obtain additional financing on satisfactory terms."

⁽³⁾  We have contractual obligations to pay cash interest on our senior secured credit facility and on our Senior Notes through April 15, 2018 and January 15, 2021, as well as commitment fees of 0.375% on our revolving credit facility, as described in "Description of Indebtedness".

⁽⁴⁾  We have entered into commitments for future syndicated news, entertainment, and sports programming. We have recorded $6.3 million of program obligations as of December 31, 2013 and have unrecorded commitments of $68.4 million for programming that is not available to air as of December 31, 2013.

⁽⁵⁾  We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.

⁽⁶⁾  We have entered into a variety of agreements for services used in the operation of our stations including ratings services, consulting and research services, news video services, news weather services, marketing services and other contracts under non-cancelable operating agreements.

⁽⁷⁾  Includes scheduled payments to certain employees covered under our deferred compensation plans.

The above table excludes future payments for our defined benefit retirement plans, deferred taxes, uncertain tax positions, and executive compensation, with the exception of scheduled deferred compensation payments detailed above, because their future cash outflows are uncertain. For additional information regarding our financial commitments as of December 31, 2013 see Note 7—"Debt", Note 10 —"Retirement Plans" and Note 13 —"Commitments and Contingencies" to our consolidated financial statements.

Summary of Cash Flows

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

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	Year Ended December 31,
	2013			2012			2011			2013 vs. 2012			2012 vs. 2011
Net cash provided by operating activities	$	48,967		$	146,699		$	62,660		$	(97,732	)	$	84,039
Net cash used in investing activities	(139,370		)	(104,259		)	(289,180		)	(35,111		)	184,921
Net cash provided by (used in) financing activities	56,621			(14,190		)	232,929			70,811			(247,119		)
Net (decrease) increase in cash and cash equivalents	$	(33,782	)	$	28,250		$	6,409		$	(62,032	)	$	21,841

Net cash provided by operating activities decreased $97.7 million to $49 million for the year ended December 31, 2013 compared to cash provided by operating activities of $146.7 million for the prior year. The decrease is primarily attributable to an $81.1 million decrease in operating income as well as an increase in cash outflows related to working capital of $9.2 million and an increase in cash interest expense of approximately $8.9 million.

Net cash provided by operating activities increased $84.0 million to $146.7 million for the year ended December 31, 2012, compared to cash provided by operating activities of $62.7 million for the prior year. The increase was primarily attributable to an $82 million increase in operating income as compared to the year ended December 31, 2011.

Net cash used in investing activities increased $35.1 million to $139.4 million for year ended December 31, 2013, compared to cash used in investing activities of $104.3 million for the year ended December 31, 2012. Net cash used in investing activities during the year ended December 31, 2013 was comprised primarily of the $100 million capital contribution made to the joint venture in February 2013 in connection with the JV Sale Transaction as well as capital expenditures of $29.4 million and payments made for the acquisitions of HYFN and Dedicated Media of $10.1 million (net of cash acquired).

Cash used in investing activities for the year ended December 31, 2012 decreased $184.9 million to $104.3 million. The decrease was primarily attributable to a decrease in restricted cash that had been placed on irrevocable deposit as of December 31, 2011 and was subsequently used to fund the aggregate redemption price of our 6¹/₂% Senior Subordinated Notes in January 2012. The decrease in restricted cash was partially offset by payments of $358.5 million (net of cash acquired) for the acquisition of the New Vision and ACME television stations in 2012.

Net cash provided by financing activities was $56.6 million for the year ended December 31, 2013, compared to net cash used in financing activities of $14.2 million for the prior year. The difference is primarily attributable to an increase of $47.7 million in proceeds from long term debt, net of cash payments, as well as a decrease in cash outflows of $9.6 million and $11.4 million related to debt financing costs and the purchase of treasury stock, respectively, which occurred during the year ended December 31, 2012.

Net cash used in financing activities was $14.2 million for the year ended December 31, 2012, compared to net cash provided by financing activities of $232.9 million for the prior year. The increase is primarily attributable to the redemption of $252 million of our Senior Subordinated Notes during 2012, partially offset by a decrease in proceeds from borrowings under our senior secured credit facility as further described in "Description of Indebtedness".

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Description of Indebtedness

Debt consisted of the following (in thousands):

	December 31,
	2013			2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000		$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as December 31, 2013 and December 31, 2012, respectively	118,405			124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516			255,380
8 3/8% Senior Notes due 2018	200,000			200,000
6 3/8% Senior Notes due 2021	290,000			290,000
Capital lease obligations	14,604			14,881
Other debt	4,167			5,401
Total debt	944,692			890,227
Less current portion	17,364			10,756
Total long-term debt	$	927,328		$	879,471
Total debt	$	944,692		$	890,227
Cash and cash equivalents	(12,525		)	(46,307		)
Consolidated net debt(1)	$	932,167		$	843,920

_______________________________________________________________________________

⁽¹⁾  Consolidated net debt is a non-GAAP financial measure, and is equal to total debt less cash and cash equivalents. Beginning in 2012, for the purpose of our debt covenant calculations, our senior credit facility permits a maximum of $45 million in unrestricted cash and cash equivalents to be offset against total debt in arriving at consolidated net debt. For purposes of the table above, we have subtracted the total balance of our cash and cash equivalents in arriving at consolidated net debt. Consolidated net debt provides investors with useful information about our financial position, and is one of the financial measures used to evaluate compliance with our debt covenants.

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% and will increase to 0.50% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit

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facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the three months ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. LIN Television and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under the senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

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	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/₈% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the acquisition of the New Vision stations as further described in Note 2—"Acquisitions" to our consolidated financial statements.

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the year ended December 31, 2012, we redeemed $252 million of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the year ended December 31, 2012, we recorded a loss on extinguishment of debt of $2.1 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," to our consolidated financial statements we assumed $15.1 million in capital lease obligations related to land, buildings, vehicles and equipment. These leases mature over a period of four to nineteen years and are payable in monthly installments. The amortization related to the capital lease obligations is recorded within depreciation. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

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Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the television stations from PBC that were acquired by Vaughan. This term loan matures in equal quarterly installments through October 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of KASY-TV, KRWB-TV, and KWBQ-TV. This term loan matures in equal quarterly installments through December 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. LIN Television fully and unconditionally guarantees this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		—		502,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	4,167	$	946,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was drawn on our revolving credit facility during January and February 2014 and is not reflected in our balance sheet as of December 31, 2013.

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

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	4,167		4,167		5,401		5,401
Total	$	930,088	$	954,255	$	875,346	$	910,500

Future Program Rights Agreements

We record program rights agreements on our balance sheet on the first broadcast date the programs are available for air. As a result, we have commitments for future program rights agreements not recorded on our balance sheet as of December 31, 2013 of $68.4 million, as detailed in Note 13 —"Commitments and Contingencies" to our consolidated financial statements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to interest rates on our senior secured credit facility debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Interest Rate Risk

Our total debt as of December 31, 2013 was $944.7 million, including the current portion of $17.4 million, of which our 8³/₈% Senior Notes and 6³/₈% Senior Notes bear a fixed interest rate and the credit facility bears an interest rate based on, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus ¹/₂ of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our consolidated senior secured leverage ratio, set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively, as of the date of this report. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Additionally, borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided, that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

Accordingly, we are exposed to potential losses related to increases in interest rates. The outstanding balance on our senior secured credit facility was $435.9 million as of December 31, 2013. Therefore, a hypothetical 1% increase in the floating rate used as the basis for the interest charged on our senior secured credit facility as of December 31, 2013 would increase our annualized interest expense by $4.4 million, assuming such amounts remain outstanding under the facility.

Item 8.    Financial Statements and Supplementary Data

See index on page F-1.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

a)    Evaluation of disclosure controls and procedures.    Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company

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in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2013, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

b)    Management's Report on Internal Control Over Financial Reporting.    Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policy or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As permitted by the SEC, we have excluded the acquisitions of Dedicated Media and HYFN from our evaluation as of December 31, 2013 because those companies were acquired by us in purchase business combinations in April 2013. Dedicated Media and HYFN assets each represent 1% of consolidated total assets as of December 31, 2013 and net revenues from Dedicated Media and HYFN represent 3% and less than 1%, respectively, of consolidated net revenue for the year ending December 31, 2013. Based on this evaluation, which excludes Dedicated Media and HYFN, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was effective as of December 31, 2013.

The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

c)    Changes in internal controls.    There were no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended December 31, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B.    Other Information

None.

PART III

Item 10.    Directors and Executive Officers and Corporate Governance

Information regarding members of our Board of Directors is contained in our Proxy Statement for the 2014 Annual Meeting of the Shareholders under the caption "Directors and Executive Officers" and is incorporated herein by reference. Information regarding our executive officers is contained in our Proxy Statement for the 2014 Annual Meeting of the Shareholders under the caption "Executive Officers" and is incorporated herein by reference. Information regarding Section 16(a) compliance is contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders under the caption "Security Ownership of Certain Beneficial Owners and Management" and is incorporated herein by reference. Information regarding our Audit Committee and our Audit Committee Financial Expert is contained in our Proxy Statement for the 2014 Annual Meeting of the Shareholders under the caption "Report of the Audit Committee of our Board of Directors" and is incorporated herein by reference.

Item 11.    Executive Compensation

The information required by this item is contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders under the captions "Compensation Discussion and Analysis," "Director Compensation," "Report of the Compensation Committee of our Board of Directors," and "Compensation Committee Interlocks and Insider Participation," which is incorporated by reference in this report.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Equity compensation plans

The following table provides information about the securities authorized for issuance under our share-based compensation plans, including our Amended and Restated 1998 Stock Option Plan, Amended and Restated 2002 Stock Plan and Amended and Restated 2002 Non-Employee Director Stock Plan, as of December 31, 2013:

Plan category	Number of securities to be issued upon exercise of outstanding options warrants and rights	Weighted-average exercise price of outstanding options warrants and rights		Number of securities remaining available for future issuance under the stock-based compensation plans(1)
Share-based compensation plans approved by security holders	4,412,352	$	3.58	2,375,605
Share-based compensation plans not approved by security holders	—	—		—

_______________________________________________________________________________

⁽¹⁾  Includes 1,027,267 shares available for future issuance under the Amended and Restated 2002 Stock Plan, and excludes 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grant, and 1,348,338 shares available for future issuance under the Amended and Restated 2002 Non-Employee Director Stock Plan. Both the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan, in addition to the future grant of share options, permit the grant of "share awards" that may take the form of restricted or unrestricted shares, with or without payment for such share awards.

Other Information

All other information required by this item is contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders under the caption "Security Ownership of Certain Beneficial Owners and Management", which is incorporated by reference in this report.

Item 13.    Certain Relationships and Related Transactions and Director Independence

The response to this item is contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders under the caption "Certain Relationships and Related Transactions", which is incorporated by reference in this report.

Item 14.    Principal Accounting Fees and Services

The response to this item is contained in our Proxy Statement for the 2014 Annual Meeting of Shareholders under the caption "Independent Registered Public Accounting Firm Fees and Other Matters", which is incorporated by reference in this report.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) See Index to Financial Statements on page F-1.

(b) Exhibits.

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No.		Description
2.1		Agreement and Plan of Merger, dated as of February 12, 2013, among LIN TV Corp. and LIN Media LLC (filed as Exhibit 2.2 to LIN TV Corp.'s and LIN Television Corporation's Current Report on Form 8-K on February 15, 2013 and incorporated herein by reference).
3.1		Certificate of Formation of LIN Media LLC, dated as of February 11, 2013 (filed as Exhibit 3.1 Annex B to the proxy statement/prospectus that is part of the Registration Statement on Form S-4 of LIN Media LLC (File No. 333-188297))and incorporated by reference herein).
3.2		Amended and Restated Limited Liability Company Agreement, dated July 30, 2013 (filed as Exhibit 3.1 to LIN Media LLC's Current Report on Form 8-K on July 31, 2013 and incorporated herein by reference).
3.3		Form of specimen share certificate for class A common shares representing limited liability company interests in LIN Media LLC (included as Exhibit A to Annex B to the proxy statement/prospectus that is part of the Registration Statement on Form S-4 of LIN Media LLC (File No. 333-188297)) and incorporated by reference herein.
3.4		Restated Certificate of Incorporation of LIN Television Corporation (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television Corporation for the fiscal quarter ended June 30, 2003 and incorporated herein by reference).
3.5		Restated Bylaws of LIN Television Corporation (filed as Exhibit 3.4 to the Registration Statement on Form S-1 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-54003 and incorporated herein by reference))
4.1		Indenture, dated as of April 12, 2010, among LIN Television Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, for the 83/8% Senior Notes due 2018 (filed as Exhibit 4.1 to LIN TV Corp.'s Current Report on Form 8-K filed on April 15, 2010 and incorporated herein by reference)
4.2		Supplemental Indenture, dated as of July 30, 2013, among LIN Media LLC, LIN Digital Media LLC, LIN Digital LLC, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of April 12, 2010 (filed as Exhibit 4.2 to LIN Media LLC's Current Report on Form 8-K filed July 31, 2013 and incorporated herein by reference).
4.3		Supplemental Indenture, dated as of January 15, 2013, among LIN Mobile, LLC, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee amending the Indenture, dated as of April 12, 2010 (filed as Exhibit 4.3 to LIN TV Corp.'s Annual Report on Form 10-K filed on March 15, 2013 and incorporated herein by reference).
4.4		Indenture, dated as of October 12, 2012, among LIN Television Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, for the 6.375% Senior Notes due 2021 (filed as Exhibit 4.1 to LIN TV Corp.'s Current Report on Form 8-K filed as of October 17, 2012 and incorporated herein by reference).
4.5		Supplemental Indenture, dated as of July 30, 2013, among LIN Media LLC, LIN Digital Media LLC, LIN Digital LLC, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of October 12, 2012 (filed as Exhibit 4.4 to LIN Media LLC's Current Report on Form 8-K filed July 31, 2013 and incorporated herein by reference).
4.6		Supplemental Indenture, dated as of January 15, 2013, among LIN Mobile, LLC, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee amending the Indenture, dated as of October 12, 2012 (filed as Exhibit 4.5 to LIN TV Corp.'s Annual Report on Form 10-K filed on March 15, 2013 and incorporated herein by reference).
10.1	*	LIN Media LLC 1998 Stock Option Plan (as amended and restated effective as of July 30, 2013) (filed as Exhibit 99.2 to the Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference).
10.2	*	LIN Media LLC 2002 Stock Plan (as amended and restated effective as of July 30, 2013) (filed as Exhibit 99.3 to the Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference).
10.3	*	LIN Media LLC amended and restated 2002 Non-Employee Director Stock Plan (as amended and restated effective as of July 30, 2013) (filed as Exhibit 99.4 to the Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference).

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No.		Description
10.4	*	Supplemental Benefit Retirement Plan of LIN Television Corporation and Subsidiary Companies (as amended and restated effective December 21, 2004) (filed as Exhibit 10.38 to the LIN TV Corp. Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference) filed March 16, 2005.
10.5	*	Second Amendment to the Supplemental Benefit Retirement Plan of LIN Television Corporation and Subsidiary Companies, dated as of December 23, 2008 (filed as Exhibit 10.8 to the LIN TV Corp. Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference).
10.6	*	LIN Television Corporation Supplemental Income Deferral Plan Effective July 1, 2010 (filed as Exhibit 10.7 to the LIN TV Corp. Form 10-Q filed as of July 29, 2010 and incorporated herein by reference herein).
10.7	*	Form of Employee Grant Option Agreement (filed as Exhibit 10.19 to LIN TV Corp.'s Annual Report on Form 10-K filed on March 15, 2007 and incorporated herein by reference).
10.8	*	Form of Non-Employee Director Grant Option Agreement (filed as Exhibit 10.23 to LIN TV Corp.'s Annual Report on Form 10-K filed as of March 15, 2007 and incorporated herein by reference).
10.9	*	Form of a Non-Qualified Stock Option Letter Agreement (filed as Exhibit 10.6 to LIN TV Corp.'s Current Report on Form 8-K filed as of July 6, 2005 and incorporated herein by reference).
10.10	*	Form of Restricted Stock Agreement (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed as of August 16, 2005 and incorporated herein by reference).
10.11	*	Clarification of the Supplemental Benefit Retirement Plan of LIN Television Corporation and Subsidiary Companies, dated October 29, 2009. (Filed as Exhibit 10.7 to LIN Television Corporation's Form 10-Q filed as of November 3, 2009 and incorporated herein by reference).
10.12	*	Amended and Restated Employment Agreement, dated September 27, 2013, among LIN Media LLC, LIN Television Corporation and Vincent L. Sadusky (Filed as Exhibit 10.1 to LIN Television Corporation's Form 8-K filed on September 27, 2013 and incorporated herein by reference).
10.13	*	Amended and Restated Employment Agreement, dated September 27, 2013, among LIN Media LLC, LIN Television Corporation and Richard J. Schmaeling (Filed as Exhibit 10.2 to LIN Television Corporation's Form 8-K filed on September 27, 2013 and incorporated herein by reference).
10.14	*	Amended and Restated Employment Agreement, dated September 27, 2013, among LIN Media LLC, LIN Television Corporation and Robert Richter (Filed as Exhibit 10.3 to LIN Television Corporation's Form 8-K filed on September 27, 2013 and incorporated herein by reference).
10.15	*	Amended and Restated Employment Agreement, dated September 27, 2013, among LIN Media LLC, LIN Television Corporation and Denise M. Parent (Filed as Exhibit 10.4 to LIN Television Corporation's Form 8-K filed on September 27, 2013 and incorporated herein by reference).
10.16	*	Amended and Restated Employment Agreement, dated January 6, 2014, among LIN Media LLC, LIN Television Corporation and John A. Howell IV (Filed as Exhibit 10.1 to LIN Media LLC's Form 8-K filed on January 7, 2014 and incorporated herein by reference).

10.17

Credit Agreement dated as of October 26, 2011, among LIN Television Corporation, as the Borrower, the Lenders Party therein, JPMorgan Chase Bank, N.A., as Administrative Agent, as an Issuing Lender and as Swingline Lender, Deutsche Bank Securities, Inc. and Wells Fargo Bank, N.A., as Co-Syndication Agents, Suntrust Bank, Bank of America, N.A., and U.S. Bank, N.A., as Co-Documentation Agents, and the other parties thereto (the "Credit Agreement") (Filed as Exhibit 10.1 to LIN Television Corporation's Form 10-Q filed as of November 8, 2011 and incorporated herein by reference).

10.18

First Amendment, dated as of December 19, 2011, to Credit Agreement, dated as of October 26, 2011, among LIN Television Corporation, the several Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, an Issuing Lender and Swingline Lender, Deutsche Bank Securities Inc., and Wells Fargo Bank, N.A., as Co-Syndication Agents, Suntrust Bank, Bank of America, N.A. and U.S. Bank, N.A., as Co-Documentation Agents, and the other parties thereto (Filed as Exhibit 99.2 to LIN Television Corporation's Current Report on Form 8-K filed as of December 22, 2011 and incorporated herein by reference).

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No.		Description
10.19		Second Amendment, dated as of December 24, 2012, to Credit Agreement, Exhibit 99.1 dated as of October 26, 2011, among LIN Television Corporation, the several Lenders party thereto, JPMorgan Chase Bank N.A., as Administrative Agent, an Issuing Lender and Swingline Lender, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A. as Co-Syndication Agents, Suntrust Bank, Bank of America, N.A. and U.S. Bank, N.A., as Co-Documentation Agents, and the other parties thereto (Filed as Exhibit 99.2 to our Form 8-K filed as of December 27, 2012 and incorporated herein by reference).
10.20		Incremental Term Loan Activation Notice, Tranche B Term Facility, dated December 21, 2011, by and among LIN Television Corporation, the several Lenders party thereto, JPMorgan Chase Bank N.A. as Administrative Agent, and the Incremental Lenders signatory thereto. (Filed as Exhibit 99.1 to LIN Television Corporation's Current Report on Form 8-K filed as of December 22, 2011 and incorporated herein by reference).
10.21		Incremental Term Loan Activation Notice Tranche B-2 Term Facility, dated as of February 12, 2013, by and between LIN Television Corporation and Deutsche Bank Trust Company Americas (Filed as Exhibit 10.1 to LIN Television Corporation's Form 8-K filed as of February 15, 2013 and incorporated herein by reference).
10.22		Transaction Agreement, dated as of February 12, 2013, by and among LIN TV Corp., LIN Television Corporation, LIN Television of Texas, L.P., NBC Telemundo License LLC, NBCU New LLC I, NBCU New LLC II, General Electric Company, General Electric Capital Corporation, National Broadcasting Company Holding, Inc. Comcast Corporation, Lone Star SPV, LLC, Station Venture Holdings, LLC and NBCUniversal Media,LLC (Filed as Exhibit 2.1 to LIN Television Corporation's Form 8-K filed as of February 15, 2013 and incorporated herein by reference).
10.23		Stock Purchase Agreement, dated January 27, 2014, between LIN Digital Media LLC and FMPL Holdings, Inc., the sole stockholder of Federated Media Publishing, Inc. filed as Exhibit 10.23 herein.
21		Subsidiaries of the Registrant
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of PricewaterhouseCoopers LLP
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN Media LLC
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN Media LLC
31.3		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN Television Corporation
31.4		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN Television Corporation
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer of LIN Media LLC
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer of LIN Television Corporation
101.INS	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema Document
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document

_______________________________________________________________________________

* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

(c)   Financial Statement Schedule

The following financial statement schedule is filed herewith:

Schedule I—Condensed Financial Information of the Registrant

58

SIGNATURES

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

	LIN Media LLC LIN Television Corporation
Date: March 3, 2014	/s/ VINCENT L. SADUSKY
	Vincent L. Sadusky President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of each of LIN Media LLC and LIN Television Corporation in the capacities and on the dates indicated.

Signature	Title	Date
/s/ VINCENT L. SADUSKY	President, Chief Executive Officer and Director (Principal Executive Officer)	March 3, 2014
Vincent L. Sadusky
/s/ RICHARD J. SCHMAELING	Senior Vice President, Chief Financial Officer (Principal Financial Officer)	March 3, 2014
Richard J. Schmaeling
/s/ NICHOLAS N. MOHAMED	Vice President, Controller (Principal Accounting Officer)	March 3, 2014
Nicholas N. Mohamed
/s/ WILLIAM S. BANOWSKY, JR.
William S. Banowsky, Jr.	Director	March 3, 2014
/s/ PETER S. BRODSKY
Peter S. Brodsky	Director	March 3, 2014
/s/ ROYAL W. CARSON, III
Royal W. Carson, III	Director	March 3, 2014
/s/ DR. WILLIAM H. CUNNINGHAM
Dr. William H. Cunningham	Director	March 3, 2014
/s/ DOUGLAS W. MCCORMICK
Douglas W. McCormick	Chairman of the Board	March 3, 2014
/s/ JOHN R. MUSE
John R. Muse	Director	March 3, 2014
/s/ MICHAEL A. PAUSIC
Michael A. Pausic	Director	March 3, 2014

59

Index to Financial Statements

LIN Media LLC
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statement of Comprehensive Income (Loss)	F-6
Consolidated Statements of Shareholders' Equity (Deficit)	F-7
Consolidated Statements of Cash Flows	F-10
Notes to Consolidated Financial Statements	F-11
LIN Television Corporation
Report of Independent Registered Public Accounting Firm	F-55
Consolidated Balance Sheets	F-56
Consolidated Statements of Operations	F-57
Consolidated Statements of Comprehensive Income (Loss)	F-58
Consolidated Statements of Stockholder's Equity (Deficit)	F-58
Consolidated Statements of Cash Flows	F-62
Notes to Consolidated Financial Statements	F-63
Financial Statement Schedule
Schedule I—Condensed Financial Information of the Registrant	F-94

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of LIN Media LLC:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN Media LLC and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Dedicated Media, Inc. (“Dedicated Media”) and HYFN, Inc. (“HYFN”) from its assessment of internal control over financial reporting as of December 31, 2013 because they were acquired by the Company in purchase business combinations in April 2013. We have also excluded Dedicated Media and HYFN from our audit of internal control over financial reporting. Dedicated Media and HYFN’s assets each represent 1% of consolidated total assets as of December 31, 2013 and net revenues from Dedicated Media and HYFN represent 3% and less than 1%, respectively, of consolidated net revenue for the year ended December 31, 2013.

/s/PricewaterhouseCoopers LLP

Hartford, Connecticut

March 3, 2014

F-2

Part I. Financial Information

Item 1.    Consolidated Financial Statements

F-3

LIN Media LLC

Consolidated Balance Sheets

	December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,525		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013—$3,188; 2012—$3,599)	145,309			126,150
Deferred income tax assets	6,898			—
Other current assets	15,201			6,863
Total current assets	179,933			179,320
Property and equipment, net	221,078			241,491
Deferred financing costs	16,448			19,135
Goodwill	203,528			192,514
Broadcast licenses	536,515			536,515
Other intangible assets, net	47,049			59,554
Other assets	12,299			12,885
Total assets (a)	$	1,216,850		$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	17,364		$	10,756
Accounts payable	14,002			18,955
Income taxes payable	1,420			766
Accrued expenses	51,696			153,246
Deferred income tax liabilities	—			168,219
Program obligations	7,027			10,770
Total current liabilities	91,509			362,712
Long-term debt, excluding current portion	927,328			879,471
Deferred income tax liabilities	64,686			40,556
Program obligations	4,146			4,281
Other liabilities	27,209			42,716
Total liabilities (a)	1,114,878			1,329,736
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845			3,242
LIN Media LLC shareholders' equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 39,013,005 and 35,672,528 shares as of December 31, 2013 and 2012, respectively, Outstanding: 34,065,346 and 30,724,869 shares as of December 31, 2013 and 2012, respectively (b)	624,564			313
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of December 31, 2013 and 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A or class C common shares (b)	518,395			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of December 31, 2013 and 2012, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost (b)	(21,984		)	(21,984		)
Additional paid-in capital (b)	—			1,129,691
Accumulated deficit	(1,006,322		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total shareholders' equity (deficit)	89,127			(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	1,216,850		$	1,241,414

_____________________________________________________________________

^(a)  Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

^(b)  In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN LLC.

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

F-4

LIN Media LLC

Consolidated Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net revenues	$	652,363		$	553,462		$	400,003
Operating expenses:
Direct operating	251,078			160,222			130,618
Selling, general and administrative	162,550			125,267			103,770
Amortization of program rights	29,242			23,048			21,406
Corporate	41,377			34,246			26,481
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Restructuring	3,895			1,009			707
Contract termination costs (Note 12)	3,887			—			—
Loss from asset dispositions	710			96			472
Operating income	89,944			171,061			89,104
Other expense:
Interest expense, net	56,607			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,763			148,570			55,448
Income before (benefit from) provision for income taxes	31,181			22,491			33,656
(Benefit from) provision for income taxes	(125,420		)	40,463			(16,045		)
Income (loss) from continuing operations	156,601			(17,972		)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	—			(1,018		)	(920		)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	—			11,389			—
Net income (loss)	156,601			(7,601		)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512		)	(556		)	204
Net income (loss) attributable to LIN Media LLC	$	158,113		$	(7,045	)	$	48,577
Basic income (loss) per common share attributable to LIN Media LLC:
Income (loss) from continuing operations attributable to LIN Media LLC	$	3.02		$	(0.32	)	$	0.89
Loss from discontinued operations, net of tax	—			(0.02		)	(0.02		)
Gain on sale of discontinued operations, net of tax	—			0.21			—
Net income (loss) attributable to LIN Media LLC	$	3.02		$	(0.13	)	$	0.87
Weighted-average number of common shares outstanding used in calculating basic income (loss) per common share	52,439			54,130			55,768
Diluted income (loss) per common share attributable to LIN Media LLC:
Income (loss) from continuing operations attributable to LIN Media LLC	$	2.84		$	(0.32	)	$	0.87
Loss from discontinued operations, net of tax	—			(0.02		)	(0.02		)
Gain on sale of discontinued operations, net of tax	—			0.21			—
Net income (loss) attributable to LIN Media LLC	$	2.84		$	(0.13	)	$	0.85
Weighted-average number of common shares outstanding used in calculating diluted income (loss) per common share	55,639			54,130			57,079

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

F-5

LIN Media LLC

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013			2012			2011
	(in thousands)
Net income (loss)	$	156,601		$	(7,601	)	$	48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738			2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120			969			374
Comprehensive income (loss)	166,459			(4,208		)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512		)	(556		)	204
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971		$	(3,652	)	$	37,739

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

F-6

LIN Media LLC

Consolidated Statement of Shareholders' Equity

(in thousands, except share data)

	Common Stock
	Class A			Class B					Class C			Treasury Shares (at cost)			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
	Shares	Amount		Shares		Amount			Shares	Amount
Balance at December 31, 2012	35,672,528	$	313	23,401,726		$	235		2	$	—	$	(21,984	)	$	1,129,691		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Pension liability adjustment, net of tax of $6,439	—	—		—		—			—	—		—			—			—			9,858			9,858
Issuance of class A common shares	840,477	395		—		—			—	—		—			1,450			—			—			1,845
Conversion of class B common shares to class A common shares	2,500,000	25		(2,500,000	)	(25		)	—	—		—						—			—			—
Tax benefit from exercise of share options	—	—		—		—			—	—		—			1,591			—			—			1,591
Share-based compensation	—	2,593		—		—			—	—		—			6,691			—			—			9,284
Net income	—	—		—		—			—	—		—			—			158,113			—			158,113
Effect of the Merger	—	621,238		—		518,185			—	—		—			(1,139,423		)	—			—			—
Balance at December 31, 2013	39,013,005	$	624,564	20,901,726		$	518,395		2	$	—	$	(21,984	)	$	—		$	(1,006,322	)	$	(25,526	)	$	89,127

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

F-7

LIN Media LLC

Consolidated Statement of Stockholders' Deficit

(in thousands, except share data)

	Common Shares
	Class A			Class B			Class C			Treasury Shares (at cost)			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2011	34,650,169	$	309	23,401,726	$	235	2	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Pension liability adjustment, net of tax of $2,132	—	—		—	—		—	—		—			—		—			3,393			3,393
Issuance of class A common stock	1,022,359	4		—	—		—	—		—			1,310		—			—			1,314
Stock-based compensation	—	—		—	—		—	—		—			6,792		—			—			6,792
Purchase of LIN TV class A common stock	—	—		—	—		—	—		(11,386		)	—		—			—			(11,386		)
Net loss	—	—		—	—		—	—		—			—		(7,045		)	—			(7,045		)
Balance at December 31, 2012	35,672,528	$	313	23,401,726	$	235	2	$	—	$	(21,984	)	$	1,129,691	$	(1,164,435	)	$	(35,384	)	$	(91,564	)

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

F-8

LIN Media LLC

Consolidated Statement of Stockholders' Deficit

(in thousands, except share data)

	Common Stock
	Class A			Class B				Class C			Treasury Stock (at cost)			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Shares	Amount		Shares		Amount		Shares	Amount
Balance at December 31, 2010	32,509,759	$	294	23,502,059		$	235	2	$	—	$	(7,869	)	$	1,109,814	$	(1,205,967	)	$	(27,939	)	$	(131,432	)
Pension liability adjustment, net of tax of $(6,912)	—	—		—		—		—	—		—			—		—			(10,838		)	(10,838		)
Issuance of LIN TV Corp. class A common stock	1,150,000	12		—		—		—	—		—			4,761		—			—			4,773
Purchase of LIN TV Corp. class A common stock											(2,729		)									(2,729		)
Stock-based compensation	890,077	3		—		—		—	—		—			7,014		—			—			7,017
Conversion of class B common stock to class A common stock	100,333	—		(100,333	)
Net income	—	—		—		—		—	—		—			—		48,577			—			48,577
Balance at December 31, 2011	34,650,169	$	309	23,401,726		$	235	2	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)

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

F-9

LIN Media LLC

Consolidated Statements of Cash Flows

	Year ended December 31,
	2013			2012			2011
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	156,601		$	(7,601	)	$	48,781
Loss from discontinued operations	—			1,018			920
Gain on sale of discontinued operations	—			(11,389		)	—
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of financing costs and note discounts	3,638			2,589			3,755
Amortization of program rights	29,242			23,048			21,406
Cash payments for programming	(31,677		)	(24,258		)	(24,622		)
Loss on extinguishment of debt	—			1,830			1,694
Gain on derivative instruments	—			—			(1,960		)
Share of loss in equity investments	56			98,309			4,957
Deferred income taxes, net	(27,222		)	38,263			(16,586		)
Extinguishment of income tax liability related to the Merger	(131,481		)	—			—
Share-based compensation	9,374			6,857			6,176
Loss from asset dispositions	710			96			472
Other, net	(1,155		)	1,724			754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(10,958		)	(33,403		)	(8,825		)
Other assets	(4,254		)	(2,146		)	(138		)
Accounts payable	(8,679		)	7,983			3,318
Income taxes payable	654			—			—
Accrued interest expense	4,327			1,746			(851		)
Other liabilities and accrued expenses	(9,889		)	6,256			(3,634		)
Net cash provided by operating activities, continuing operations	48,967			149,435			63,062
Net cash used in operating activities, discontinued operations	—			(2,736		)	(402		)
Net cash provided by operating activities	48,967			146,699			62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374		)	(28,230		)	(20,069		)
Change in restricted cash	—			255,159			(255,159		)
Payments for business combinations, net of cash acquired	(10,082		)	(358,495		)	(9,033		)
Proceeds from the sale of assets	86			79			74
Payments on derivative instruments	—			—			(2,020		)
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)	(2,483		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—			—
Other investments, net	—			—			(375		)
Net cash used in investing activities, continuing operations	(139,370		)	(133,779		)	(289,065		)
Net cash provided by (used in) investing activities, discontinued operations	—			29,520			(115		)
Net cash used in investing activities	(139,370		)	(104,259		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,845			1,314			841
Tax benefit from exercises of share options	1,591			—			—
Proceeds from borrowings on long-term debt	139,000			328,333			417,695
Principal payments on long-term debt	(85,160		)	(322,179		)	(175,216		)
Payment of long-term debt issue costs	(655		)	(10,272		)	(7,662		)
Treasury shares purchased	—			(11,386		)	(2,729		)
Net cash provided by (used in) financing activities	56,621			(14,190		)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782		)	28,250			6,409
Cash and cash equivalents at the beginning of the period	46,307			18,057			11,648
Cash and cash equivalents at the end of the period	$	12,525		$	46,307		$	18,057

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

F-10

LIN Media LLC

Notes to 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 ("LIN Television"), is a local multimedia company operating in the United States. LIN LLC and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. ("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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

We conduct our business through LIN Television and its subsidiaries. Prior to the Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the 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 Merger.

We guarantee all of LIN Television's debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television's Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the "8³/₈% Senior Notes") and 6³/₈% Senior Notes due 2021 (the "6³/₈% Senior Notes") on a joint-and-several basis, subject to customary release provisions.

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"). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements ("LMAs"), shared services agreements ("SSAs") or joint sales agreements ("JSAs"), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

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 the transactions contemplated by 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,

F-11

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

LLC, a Delaware limited liability company and Station Venture Holdings, LLC, a Delaware limited liability company (“SVH”). 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. 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 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. 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 a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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, 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.

F-12

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

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.

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

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.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

F-13

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The

F-14

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6—"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

F-15

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to equity.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an $18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Earnings per 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.

F-16

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following is a reconciliation of the weighted-average common shares outstanding for purposes of calculating basic and diluted income (loss) per common share (in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	$	156,601		$	(17,972	)	$	49,701
Net (loss) income attributable to noncontrolling interest included in continuing operations	(1,512		)	(556		)	204
Income (loss) from continuing operations attributable to LIN LLC	158,113			(17,416		)	49,497
Income (loss) from discontinued operations, including gain on sale	—			10,371			(920		)
Net income (loss) attributable to LIN LLC	$	158,113		$	(7,045	)	$	48,577
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	52,439			54,130			55,768
Effect of dilutive securities:
Share options and restricted shares	3,200			—			1,311
Weighted-average common shares, diluted	55,639			54,130			57,079

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 income per common share calculation. Potentially dilutive securities representing 0.1 million, 1.2 million, and 0.4 million weighted shares of common shares issuable for share options and restricted shares for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the computation of diluted income (loss) per common share for these periods because their effect would have been anti-dilutive. The net income (loss) 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 amounts whether through distributions or in liquidation.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

F-17

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"), which we subsequently converted into a Delaware limited liability company. Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

F-18

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Dedicated Media, Inc.

On April 9, 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

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 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, LIN Television acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

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 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
Definite-lived intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

F-19

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

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 $1.9 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 December 31, 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 December 31, 2013, we believe that achievement of 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 our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, LIN Television completed its acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

LIN Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

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

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

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of

F-20

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

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 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.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, LIN Television acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

LIN Television also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 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 synergies and economies of scale we expect to realize from the

F-21

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

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.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

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 Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate LIN LLC to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

Note 3—Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

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 13—"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.

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 $1.00. 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.

F-22

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January 1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701
	February 12,			December 31,
	2013 (2)			2012
SVH:
Cash and cash equivalents	$	6,905		$	—
Non-current assets	205,433			209,552
Current liabilities	8,155			544
Non-current liabilities(1)	865,354			864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159			10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695			39,382

_______________________________________________________________________________

⁽¹⁾  See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾  Represents balances prior to the effect of the JV Sale Transaction.

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that LIN Television expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

F-23

Note 5—Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 6—Intangible Assets

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

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

F-24

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

Note 7—Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	4,167		5,401
Total debt	944,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	927,328	$	879,471

Senior Secured Credit Facility

F-25

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. LIN Television and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15,

F-26

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/8% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

F-27

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. LIN Television fully and unconditionally guarantees this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

F-28

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		—		502,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	4,167	$	946,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values 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):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	4,167		4,167		5,401		5,401
Total	$	930,088	$	954,255	$	875,346	$	910,500

Note 8—Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010, the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

Note 9—Share-Based Compensation

We have several share-based compensation plans, including our 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in our class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.

F-29

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of our class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of our class A common stock pursuant to our employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

F-30

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for our class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase our class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of our class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

F-31

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 10—Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5%- 80% of their base salaries and 5%- 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plan were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

F-32

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

F-33

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

	Expected Future Pension Benefit Payments
For Years Ended December 31,
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP		Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90	%	4.20	%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25	%	5.25	%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A		N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A		7.00	%

F-34

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation		Percentage of Plan Assets as of December 31,
Asset Category	2013		2013		2012
Equity securities	60	%	60	%	55	%
Debt securities	40	%	40	%	45	%
	100	%	100	%	100	%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

F-35

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.

Note 11—Shareholders' Equity

During the year ended December 31, 2011, our Board of Directors approved a stock repurchase program that authorized us to repurchase up to $25 million of our class A common shares over a 12 month period. This program was extended by our Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, we terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, we repurchased approximately 3.3 million shares of our class A common shares on the open market for an aggregate purchase price of $11.4 million. We did not repurchase any shares during the year ended December 31, 2013.

Our class B common shares are convertible into an equal number of shares of our class A or class C common shares in various circumstances. During the year ended December 31, 2013, 2.5 million shares of our class B common shares were converted into class A common shares. During the year ended December 31, 2012, none of our class B common shares were converted into class A common shares.

Note 12—Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

F-36

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 13—Commitments and Contingencies

Commitments

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 December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

^{_____________________________________________} 

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013.

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH 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 $1.00.

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 $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

F-37

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

On July 30, 2013, 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 on the day of the Merger, LIN TV realized a capital loss of approximately $343 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.  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 tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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.

Litigation

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) 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 14—Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

F-38

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 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 tax liability during the fourth quarter of 2013.

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

F-39

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in equity when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

F-40

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

Note 15—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

Note 16—Subsequent Events

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary, completed its acquisition of Federated Media Publishing, Inc. ("Federated Media"), which was subsequently converted into a Delaware limited liability company. Federated Media is an industry-leading digital content and conversational marketing company. For further information on this acquisition, see Note 2 — “Acquisitions.”

Note 17—Condensed Consolidating Financial Statements

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 7 — “ 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 Shareholders’ (deficit) equity line of the Guarantor column, and a $4.3 million increase in the Total Shareholders’ (deficit) equity line of the Non-Guarantor column.

F-41

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheet

As of December 31, 2013

(in thousands)

	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	$	—	$	10,313	$	3	$	2,209	$	—		$	12,525
Accounts receivable, net	—		88,905		39,416		16,988		—			145,309
Deferred income tax assets	—		5,818		1,080		—		—			6,898
Other current assets	—		12,264		1,049		1,888		—			15,201
Total current assets	—		117,300		41,548		21,085		—			179,933
Property and equipment, net	—		180,480		35,752		4,846		—			221,078
Deferred financing costs	—		16,357		—		91		—			16,448
Goodwill	—		169,492		18,518		15,518		—			203,528
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		31,303		1,840		13,906		—			47,049
Advances to consolidated subsidiaries	1,900		7,764		968,728		—		(978,392		)	—
Investment in consolidated subsidiaries	87,227		1,534,600		—		—		(1,621,827		)	—
Other assets	—		52,778		2,688		1,276		(44,443		)	12,299
Total assets	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	16,112	$	—	$	1,252	$	—		$	17,364
Accounts payable	—		4,185		5,339		4,478		—			14,002
Income taxes payable	—		749		671		—		—			1,420
Accrued expenses	—		42,570		6,254		2,872		—			51,696
Program obligations	—		4,711		1,013		1,303		—			7,027
Total current liabilities	—		68,327		13,277		9,905		—			91,509
Long-term debt, excluding current portion	—		924,223		—		3,105		—			927,328
Deferred income tax liabilities	—		30,013		33,824		849		—			64,686
Program obligations	—		2,505		217		1,424		—			4,146
Intercompany liabilities	—		970,628		—		7,764		(978,392		)	—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
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

F-42

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheet

As of December 31, 2012

(in thousands)

	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	$	—		$	44,625		$	573	$	1,109	$	—		$	46,307
Accounts receivable, net	—			87,103			31,144		7,903		—			126,150
Deferred income tax assets	—			67,412			—		97		(67,509		)	—
Other current assets	—			4,850			554		1,459		—			6,863
Total current assets	—			203,990			32,271		10,568		(67,509		)	179,320
Property and equipment, net	—			197,125			39,534		4,832		—			241,491
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			169,492			18,518		4,504		—			192,514
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			48,897			2,775		7,882		—			59,554
Advances to consolidated subsidiaries	—			6,746			1,345,971		—		(1,352,717		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,626		(45,280		)	12,885
Total assets	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,243		$	—	$	1,513	$	—		$	10,756
Accounts payable	—			14,335			3,385		1,235		—			18,955
Income taxes payable	—			372			394		—		—			766
Accrued expenses	—			37,020			115,605		621		—			153,246
Deferred income tax liabilities	—			—			235,728		—		(67,509		)	168,219
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 shareholders' (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

F-43

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	428,806		$	181,678		$	55,850		$	(13,971	)	$	652,363
Operating expenses:
Direct operating	—			145,176			76,275			37,295			(7,668		)	251,078
Selling, general and administrative	—			109,679			40,934			12,516			(579		)	162,550
Amortization of program rights	—			21,452			5,690			2,100			—			29,242
Corporate	709			40,668			—			—			—			41,377
Depreciation	—			38,306			7,256			1,292			—			46,854
Amortization of intangible assets	—			17,594			935			4,297			—			22,826
Restructuring	—			3,633			—			262			—			3,895
Contract termination costs	—			3,887			—			—			—			3,887
Loss from asset dispositions	—			705			5			—			—			710
Operating (loss) income	(709		)	47,706			50,583			(1,912		)	(5,724		)	89,944
Other (income) expense:
Interest expense, net	—			56,386			—			221			—			56,607
Share of loss in equity investments	—			56			—			—			—			56
Intercompany (income) expense	(20		)	27,947			(28,243		)	316			—			—
Other, net				2,097			—			3			—			2,100
Total other (income) expense, net	(20		)	86,486			(28,243		)	540			—			58,763
(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	(689		)	(38,780		)	78,826			(2,452		)	(5,724		)	31,181
(Benefit from) provision for income taxes	—			(155,975		)	31,530			(975		)	—			(125,420		)
Net (loss) income from continuing operations	(689		)	117,195			47,296			(1,477		)	(5,724		)	156,601
Equity in income (loss) from operations of consolidated subsidiaries	158,802			41,607			—			—			(200,409		)	—
Net income (loss)	158,113			158,802			47,296			(1,477		)	(206,133		)	156,601
Net loss attributable to noncontrolling interests	—			—			—			(1,512		)	—			(1,512		)
Net income (loss) attributable to LIN Media LLC	$	158,113		$	158,802		$	47,296		$	35		$	(206,133	)	$	158,113

F-44

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	158,113	$	158,802	$	47,296	$	(1,477	)	$	(206,133	)	$	156,601
Pension net gain, net of tax of $5,705	8,738		8,738		—		—			(8,738		)	8,738
Amortization of pension net losses, net of tax of $734	1,120		1,120		—		—			(1,120		)	1,120
Comprehensive income (loss)	167,971		168,660		47,296		(1,477		)	(215,991		)	166,459
Comprehensive loss attributable to noncontrolling interest	—		—		—		(1,512		)	—			(1,512		)
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	168,660	$	47,296	$	35		$	(215,991	)	$	167,971

F-45

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	369,779		$	181,458		$	9,571		$	(7,346	)	$	553,462
Operating expenses:
Direct operating	—			96,504			62,352			5,201			(3,835		)	160,222
Selling, general and administrative	—			85,638			37,917			2,152			(440		)	125,267
Amortization of program rights	—			16,644			5,437			967			—			23,048
Corporate	—			30,357			3,889			—			—			34,246
Depreciation	—			24,061			7,635			453			—			32,149
Amortization of intangible assets	—			4,139			935			1,290			—			6,364
Restructuring	—			1,009			—			—			—			1,009
Loss (gain) from asset dispositions	—			111			(15		)	—			—			96
Operating income (loss)	—			111,316			63,308			(492		)	(3,071		)	171,061
Other expense (income):
Interest expense, net	—			46,625			—			156			(98		)	46,683
Share of loss in equity investments	—			153			98,156			—			—			98,309
Loss on extinguishment of debt	—			3,341			—			—			—			3,341
Intercompany fees and expenses	—			26,549			(26,548		)	(1		)	—			—
Other, net	—			237			—			—			—			237
Total other expense (income), net	—			76,905			71,608			155			(98		)	148,570
Income (loss) from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—			34,411			(8,300		)	(647		)	(2,973		)	22,491
Provision for (benefit from) income taxes	—			44,298			(3,320		)	(515		)	—			40,463
Net loss from continuing operations	—			(9,887		)	(4,980		)	(132		)	(2,973		)	(17,972		)
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 (loss) income from operations of consolidated subsidiaries	(7,045		)	3,382			—			—			3,663			—
Net (loss) income	(7,045		)	(7,045		)	5,954			(132		)	667			(7,601		)
Net loss attributable to noncontrolling interests	—			—			—			(556		)	—			(556		)
Net (loss) income attributable to LIN Media LLC	$	(7,045	)	$	(7,045	)	$	5,954		$	424		$	667		$	(7,045	)

F-46

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Loss

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(7,045	)	$	(7,045	)	$	5,954	$	(132	)	$	667		$	(7,601	)
Pension net gain, net of tax of $1,523	2,424			2,424			—		—			(2,424		)	2,424
Amortization of pension net losses, net of tax of $609	969			969			—		—			(969		)	969
Comprehensive (loss) income	(3,652		)	(3,652		)	5,954		(132		)	(2,726		)	(4,208		)
Comprehensive loss attributable to noncontrolling interest	—			—			—		(556		)	—			(556		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(3,652	)	$	(3,652	)	$	5,954	$	424		$	(2,726	)	$	(3,652	)

F-47

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—	$	263,958		$	136,891		$	1,745		$	(2,591	)	$	400,003
Operating expenses:
Direct operating	—		78,492			53,877			604			(2,355		)	130,618
Selling, general and administrative	—		69,018			34,825			491			(564		)	103,770
Amortization of program rights	—		15,535			5,438			433			—			21,406
Corporate	—		24,838			1,643			—			—			26,481
Depreciation	—		19,169			7,030			47			—			26,246
Amortization of intangible assets	—		264			868			67			—			1,199
Restructuring	—		707			—			—			—			707
Loss from asset dispositions	—		351			121			—			—			472
Operating income	—		55,584			33,089			103			328			89,104
Other expense (income):
Interest expense, net	—		50,688			—			21			(3		)	50,706
Share of loss in equity investments	—		260			4,697			—			—			4,957
Gain on derivative instruments	—		(1,960		)	—			—			—			(1,960		)
Loss on extinguishment of debt	—		1,694			—			—			—			1,694
Intercompany fees and expenses	—		57,931			(57,945		)	14			—			—
Other, net	—		68			(4		)	(13		)	—			51
Total other expense (income), net	—		108,681			(53,252		)	22			(3		)	55,448
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(53,097		)	86,341			81			331			33,656
(Benefit from) provision for income taxes	—		(50,521		)	34,536			(60		)	—			(16,045		)
Net (loss) income from continuing operations	—		(2,576		)	51,805			141			331			49,701
(Loss) income from discontinued operations, net	—		(1,316		)	544			—			(148		)	(920		)
Equity in income (loss) from operations of consolidated subsidiaries	48,577		52,469			—			—			(101,046		)	—
Net income (loss)	48,577		48,577			52,349			141			(100,863		)	48,781
Net loss attributable to noncontrolling interests	—		—			—			204			—			204
Net income (loss) attributable to LIN Media LLC	$	48,577	$	48,577		$	52,349		$	(63	)	$	(100,863	)	$	48,577

F-48

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	48,577		$	48,577		$	52,349	$	141	$	(100,863	)	$	48,781
Pension net loss, net of tax of $(7,291)	(11,212		)	(11,212		)	—		—		11,212			(11,212		)
Amortization of pension net loss, net of tax of $379	374			374			—		—		(374		)	374
Comprehensive income (loss)	37,739			37,739			52,349		141		(90,025		)	37,943
Comprehensive income attributable to noncontrolling interest	—			—			—		—		204			204
Comprehensive income (loss) attributable to LIN Media LLC	$	37,739		$	37,739		$	52,349	$	141	$	(90,229	)	$	37,739

F-49

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	$	(589	)	$	(1,986	)	$	50,612		$	930		$	—		$	48,967
INVESTING ACTIVITIES:
Capital expenditures	—			(22,768		)	(3,540		)	(3,066		)	—			(29,374		)
Payments for business combinations, net of cash acquired	—			(10,082		)	—			—			—			(10,082		)
Proceeds from the sale of assets	—			66			20			—			—			86
Capital contribution to joint venture with NBCUniversal	—			—			(100,000		)	—			—			(100,000		)
Receipt of dividend	2,000			78,011			—			—			(80,011		)	—
Advances on intercompany borrowings	(2,000		)	(4,550		)	—			—			6,550			—
Payments from intercompany borrowings	—			15,009			145,358			—			(160,367		)	—
Net cash (used in) provided by investing activities, continuing operations	—			55,686			41,838			(3,066		)	(233,828		)	(139,370		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	589			1,256			—			—			—			1,845
Tax benefit from exercises of share options	—			1,591			—			—			—			1,591
Proceeds from borrowings on long-term debt	—			139,000			—			—			—			139,000
Principal payments on long-term debt	—			(83,846		)	—			(1,314		)	—			(85,160		)
Payment of long-term debt issue costs	—			(655		)	—			—			—			(655		)
Payment of dividend	—			(2,000		)	(78,011		)	—			80,011			—
Proceeds from intercompany borrowings	—			2,000			—			4,550			(6,550		)	—
Payments on intercompany borrowings	—			(145,358		)	(15,009		)	—			160,367			—
Net cash provided by (used in) financing activities	589			(88,012		)	(93,020		)	3,236			233,828			56,621
Net (decrease) increase in cash and cash equivalents	—			(34,312		)	(570		)	1,100			—			(33,782		)
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	$	—		$	10,313		$	3		$	2,209		$	—		$	12,525

F-50

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	142,255		$	4,998		$	2,159		$	23		$	149,435
Net cash used in operating activities, discontinued operations	—		(471		)	(2,242		)	—			(23		)	(2,736		)
Net cash provided by operating activities	—		141,784			2,756			2,159			—			146,699
INVESTING ACTIVITIES:
Capital expenditures	—		(20,158		)	(5,709		)	(2,363		)	—			(28,230		)
Change in restricted cash	—		255,159			—			—			—			255,159
Payments for business combinations, net of cash acquired	—		(352,162		)	—			(6,333		)	—			(358,495		)
Proceeds from the sale of assets	—		30			49			—			—			79
Shortfall loan to joint venture with NBCUniversal	—		(2,292		)	—			—			—			(2,292		)
Advances on intercompany borrowings	—		(2,400		)	—			—			2,400			—
Payments from intercompany borrowings	—		20,382			—			—			(20,382		)	—
Net cash used in investing activities, continuing operations	—		(101,441		)	(5,660		)	(8,696		)	(17,982		)	(133,779		)
Net cash provided by investing activities, discontinued operations	—		6,314			23,206			—			—			29,520
Net cash (used in) provided by investing activities	—		(95,127		)	17,546			(8,696		)	(17,982		)	(104,259		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		1,314			—			—			—			1,314
Proceeds from borrowings on long-term debt	—		322,000			—			6,333			—			328,333
Principal payments on long-term debt	—		(320,374		)	—			(1,805		)	—			(322,179		)
Payment of long-term debt issue costs	—		(10,157		)	—			(115		)	—			(10,272		)
Treasury stock purchased	—		(11,386		)	—			—			—			(11,386		)
Proceeds from intercompany borrowings	—		—			—			2,400			(2,400		)	—
Payments on intercompany borrowings	—		—			(20,382		)	—			20,382			—
Net cash (used in) provided by financing activities	—		(18,603		)	(20,382		)	6,813			17,982			(14,190		)
Net increase (decrease) in cash and cash equivalents	—		28,054			(80		)	276			—			28,250
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	$	—	$	44,625		$	573		$	1,109		$	—		$	46,307

F-51

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	52,012		$	10,799		$	103		$	148		$	63,062
Net cash (used in) provided by operating activities, discontinued operations	—		(1,180		)	926			—			(148		)	(402		)
Net cash provided by operating activities	—		50,832			11,725			103			—			62,660
INVESTING ACTIVITIES:
Capital expenditures	—		(12,266		)	(7,763		)	(40		)	—			(20,069		)
Change in restricted cash	—		(255,159		)	—			—			—			(255,159		)
Payments for business combinations, net of cash acquired	—		(10,046		)	—			1,013			—			(9,033		)
Proceeds from the sale of assets	—		72			2			—			—			74
Payments on derivative instruments	—		(2,020		)	—			—			—			(2,020		)
Shortfall loan to joint venture with NBCUniversal	—		(2,483		)	—			—			—			(2,483		)
Other investments, net	—		(375		)	—			—			—			(375		)
Advances to consolidated subsidiaries	—		(400		)	—			—			400			—
Payments from consolidated subsidiaries	—		3,750			—			—			(3,750		)	—
Net cash (used in) provided by investing activities, continuing operations	—		(278,927		)	(7,761		)	973			(3,350		)	(289,065		)
Net cash used in investing activities, discontinued operations	—		(106		)	(9		)	—			—			(115		)
Net cash (used in) provided by investing activities	—		(279,033		)	(7,770		)	973			(3,350		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		841			—			—			—			841
Proceeds from borrowings on long-term debt	—		417,695			—			—			—			417,695
Principal payments on long-term debt	—		(174,573		)	—			(643		)	—			(175,216		)
Payment of long-term debt issue costs	—		(7,662		)	—			—			—			(7,662		)
Treasury stock purchased	—		(2,729		)	—			—			—			(2,729		)
Proceeds from intercompany borrowings	—		—			—			400			(400		)	—
Payments on intercompany borrowings	—		—			(3,750		)	—			3,750			—
Net cash provided by (used in) financing activities, continuing operations	—		233,572			(3,750		)	(243		)	3,350			232,929
Net cash provided by (used in) financing activities	$	—	$	233,572		$	(3,750	)	$	(243	)	$	3,350		$	232,929
Net increase in cash and cash equivalents	—		5,371			205			833			—			6,409
Cash and cash equivalents at the beginning of the period	—		11,200			448			—			—			11,648
Cash and cash equivalents at the end of the period	—		16,571			653			833			—			18,057

F-52

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 18—Unaudited Quarterly Data

	Quarter Ended
	March 31, 2013			June 30, 2013		September 30, 2013			December 31, 2013
	(in thousands, except per share data)
Net revenues	$	140,992		$	164,346	$	163,110		$	183,915
Operating income	$	11,776		$	26,916	$	23,226		$	28,026
(Loss) income from continuing operations	$	(1,020	)	$	7,169	$	146,508	(1)	$	3,944
Net (loss) income attributable to LIN Media LLC	$	(856	)	$	7,475	$	146,938		$	4,556
Basic (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Basic (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Diluted (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Diluted (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	51,910			52,278		52,791			52,879
Diluted	51,910			55,595		55,855			56,240

________________________________________

⁽¹⁾ During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

	Quarter Ended
	March 31, 2012			June 30, 2012		September 30, 2012		December 31, 2012
	(in thousands, except per share data)
Net revenues	$	103,200		$	121,016	$	133,076	$	196,170
Operating income	$	20,460		$	34,995	$	44,367	$	71,239
Income (loss) from continuing operations	$	5,115		$	15,457	$	19,619	$	(58,163	)
(Loss) income from discontinued operations	$	(1,231	)	$	11,602	$	—	$	—
Net income (loss) attributable to LIN Media LLC	$	4,266		$	27,118	$	19,659	$	(58,088	)
Basic earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.28	$	0.37	$	(1.09	)
Basic earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.49	$	0.37	$	(1.09	)
Diluted earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.27	$	0.36	$	(1.09	)
Diluted earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.48	$	0.36	$	(1.09	)
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	56,184			55,174		53,066		53,169
Diluted	57,512			56,300		54,353		53,169

F-53

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 19—Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

Note 20—Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged(Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

F-54

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of LIN Television Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN Television Corporation and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Dedicated Media, Inc. (“Dedicated Media”) and HYFN, Inc. (“HYFN”) from its assessment of internal control over financial reporting as of December 31, 2013 because they were acquired by the Company in purchase business combinations in April 2013. We have also excluded Dedicated Media and HYFN from our audit of internal control over financial reporting. Dedicated Media and HYFN’s assets each represent 1% of consolidated total assets as of December 31, 2013, and net revenues from Dedicated Media and HYFN represent 3% and less than 1%, respectively, of consolidated net revenue for the year ended December 31, 2013.

/s/PricewaterhouseCoopers LLP

Hartford, Connecticut

March 3, 2014

F-55

LIN Television Corporation

Consolidated Balance Sheets

	December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,525		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013—$3,188; 2012—$3,599)	145,409			126,150
Deferred income tax assets	6,898			—
Other current assets	15,201			6,863
Total current assets	180,033			179,320
Property and equipment, net	221,078			241,491
Deferred financing costs	16,448			19,135
Goodwill	203,528			192,514
Broadcast licenses	536,515			536,515
Other intangible assets, net	47,049			59,554
Other assets	12,299			12,885
Total assets (a)	$	1,216,950		$	1,241,414
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	17,364		$	10,756
Accounts payable	14,002			18,955
Income taxes payable	1,420			766
Accrued expenses	51,696			153,246
Deferred income tax liabilities	—			168,219
Program obligations	7,027			10,770
Total current liabilities	91,509			362,712
Long-term debt, excluding current portion	929,328			879,471
Deferred income tax liabilities	64,686			40,556
Program obligations	4,146			4,281
Other liabilities	27,209			42,716
Total liabilities (a)	1,116,878			1,329,736
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845			3,242
LIN Television Corporation stockholder's deficit:
Common Stock, $0.01 par value, 1,000 shares	—			—
Investment in parent company's stock, at cost	(21,984		)	(21,984		)
Additional paid-in capital	1,140,370			1,130,239
Accumulated deficit	(1,005,633		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total stockholder's equity (deficit)	87,227			(91,564		)
Total liabilities and deficit	$	1,216,950		$	1,241,414

_______________________________________________________________________________

^(a)  Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

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

F-56

LIN Television Corporation

Consolidated Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net revenues	$	652,363		$	553,462		$	400,003
Operating expenses:
Direct operating	251,078			160,222			130,618
Selling, general and administrative	162,550			125,267			103,770
Amortization of program rights	29,242			23,048			21,406
Corporate	40,668			34,246			26,481
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Restructuring	3,895			1,009			707
Contract termination costs (Note 12)	3,887			—			—
Loss from asset dispositions	710			96			472
Operating income	90,653			171,061			89,104
Other expense:
Interest expense, net	56,627			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,783			148,570			55,448
Income before (benefit from) provision for income taxes	31,870			22,491			33,656
(Benefit from) provision for income taxes	(125,420		)	40,463			(16,045		)
Income (loss) from continuing operations	157,290			(17,972		)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	—			(1,018		)	(920		)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	—			11,389			—
Net income (loss)	157,290			(7,601		)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512		)	(556		)	204
Net income (loss) attributable to LIN Television Corporation	$	158,802		$	(7,045	)	$	48,577

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

F-57

LIN Television Corporation

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013			2012			2011
	(in thousands)
Net income (loss)	$	157,290		$	(7,601	)	$	48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738			2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120			969			374
Comprehensive income (loss)	167,148			(4,208		)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512		)	(556		)	204
Comprehensive income (loss) attributable to LIN Television Corporation	$	168,660		$	(3,652	)	$	37,739

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

F-58

LIN Television Corporation

Consolidated Statement of Stockholder's Equity

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Shares (at cost)									Accumulated Other Comprehensive Loss
							Additional Paid-In Capital			Accumulated Deficit							Total Stockholder's Equity
	Shares	Amount
Balance at December 31, 2012	1,000	$	—	$	(21,984	)	$	1,130,239		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Pension liability adjustment, net of tax of $6,439	—	—		—			—			—			9,858			9,858
Issuance of LIN Media LLC class A common shares	—	—		—			1,256			—			—			1,256
Tax benefit from exercise of share options	—	—		—			1,591			—			—			1,591
Share-based compensation	—	—		—			9,284			—			—			9,284
Dividend declared	—	—		—			(2,000		)	—			—			(2,000		)
Net income	—	—		—			—			158,802			—			158,802
Balance at December 31, 2013	1,000	$	—	$	(21,984	)	$	1,140,370		$	(1,005,633	)	$	(25,526	)	$	87,227

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

F-59

LIN Television Corporation

Consolidated Statement of Stockholder's Deficit

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Stock (at cost)								Accumulated Other Comprehensive Loss
							Additional Paid-In Capital		Accumulated Deficit							Total Stockholder's Deficit
	Shares	Amount
Balance at December 31, 2011	1,000	$	—	$	(10,598	)	$	1,122,133	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Pension liability adjustment, net of tax of $2,132	—	—		—			—		—			3,393			3,393
Stock-based compensation	—	—		—			8,106		—			—			8,106
Purchase of LIN TV Corp. class A common shares	—	—		(11,386		)	—		—			—			(11,386		)
Net loss	—	—		—			—		(7,045		)	—			(7,045		)
Balance at December 31, 2012	1,000	$	—	$	(21,984	)	$	1,130,239	$	(1,164,435	)	$	(35,384	)	$	(91,564	)

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

F-60

LIN Television Corporation

Consolidated Statements of Stockholder's Deficit

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Stock (at cost)								Accumulated Other Comprehensive Loss
							Additional Paid-In Capital		Accumulated Deficit							Total Stockholder's Deficit
	Shares	Amount
Balance at December 31, 2010	1,000	$	—	$	(7,869	)	$	1,110,343	$	(1,205,967	)	$	(27,939	)	$	(131,432	)
Pension liability adjustment, net of tax of $(6,912)	—	—		—			—		—			(10,838		)	(10,838		)
Stock-based compensation	—	—		—			7,017		—			—			7,017
Issuance of LIN TV Corp. class A common stock				—			4,773								4,773
Purchase of LIN TV Corp. class A common stock	—	—		(2,729		)	—		—			—			(2,729		)
Net income	—	—		—			—		48,577			—			48,577
Balance at December 31, 2011	1,000	$	—	$	(10,598	)	$	1,122,133	$	(1,157,390	)	$	(38,777	)	$	(84,632	)

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

F-61

LIN Television Corporation

Consolidated Statements of Cash Flows

	Year ended December 31,
	2013			2012			2011
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	157,290		$	(7,601	)	$	48,781
Loss from discontinued operations	—			1,018			920
Gain on sale of discontinued operations	—			(11,389		)	—
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of financing costs and note discounts	3,638			2,589			3,755
Amortization of program rights	29,242			23,048			21,406
Cash payments for programming	(31,677		)	(24,258		)	(24,622		)
Loss on extinguishment of debt	—			1,830			1,694
Gain on derivative instruments	—			—			(1,960		)
Share of loss in equity investments	56			98,309			4,957
Deferred income taxes, net	(27,222		)	38,263			(16,586		)
Extinguishment of income tax liability related to the Merger	(131,481		)	—			—
Share-based compensation	9,374			6,857			6,176
Loss from asset dispositions	710			96			472
Other, net	(1,155		)	1,724			754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(11,058		)	(33,403		)	(8,825		)
Other assets	(4,254		)	(2,146		)	(138		)
Accounts payable	(8,679		)	7,983			3,318
Income taxes payable	654			—			—
Accrued interest expense	4,327			1,746			(851		)
Other liabilities and accrued expenses	(9,889		)	6,256			(3,634		)
Net cash provided by operating activities, continuing operations	49,556			149,435			63,062
Net cash used in operating activities, discontinued operations	—			(2,736		)	(402		)
Net cash provided by operating activities	49,556			146,699			62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374		)	(28,230		)	(20,069		)
Change in restricted cash	—			255,159			(255,159		)
Payments for business combinations, net of cash acquired	(10,082		)	(358,495		)	(9,033		)
Proceeds from the sale of assets	86			79			74
Payments on derivative instruments	—			—			(2,020		)
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)	(2,483		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—			—
Other investments, net	—			—			(375		)
Net cash used in investing activities, continuing operations	(139,370		)	(133,779		)	(289,065		)
Net cash provided by (used in) investing activities, discontinued operations	—			29,520			(115		)
Net cash used in investing activities	(139,370		)	(104,259		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,256			1,314			841
Tax benefit from exercises of share options	1,591			—			—
Proceeds from borrowings on long-term debt	141,000			328,333			417,695
Payment of dividend	(2,000		)	—			—
Principal payments on long-term debt	(85,160		)	(322,179		)	(175,216		)
Payment of long-term debt issue costs	(655		)	(10,272		)	(7,662		)
Treasury shares purchased	—			(11,386		)	(2,729		)
Net cash provided by (used in) financing activities	56,032			(14,190		)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782		)	28,250			6,409
Cash and cash equivalents at the beginning of the period	46,307			18,057			11,648
Cash and cash equivalents at the end of the period	$	12,525		$	46,307		$	18,057

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

F-62

LIN Television Corporation

Notes to Consolidated Financial Statements

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

Principles of Consolidation

LIN Television Corporation, a Delaware corporation (“LIN Television”), together with its subsidiaries, is a local multimedia company operating in the United States. LIN Television and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN Television and all subsidiaries included in our consolidated financial statements. LIN Television is a wholly-owned subsidiary of LIN Media LLC, a Delaware limited liability company (“LIN LLC”).

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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

LIN LLC's assets, liabilities, and operations relate solely to the administration of the LIN LLC partnership. LIN LLC guarantees all of our debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee our Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the “8³/₈% Senior Notes”) and 6³/₈% Senior Notes due 2021 (the “6³/₈% Senior Notes”) on a joint-and-several basis, subject to customary release provisions.

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”). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”) or joint sales agreements (“JSAs”), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

On February 12, 2013, we, along with LIN TV and our wholly-owned subsidiary, LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into and closed the transactions contemplated by 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”). 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. 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”).

F-63

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

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, we 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. As a result of the JV Sale Transaction, LIN TV, after utilizing all of its available federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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, 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.

F-64

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

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.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

F-65

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The

F-66

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6 -"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for LIN LLC's class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

F-67

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to paid-in capital.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an$18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

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Notes to Consolidated Financial Statements (Continued)

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and

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Notes to Consolidated Financial Statements (Continued)

conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

Dedicated Media, Inc.

On April 9, 2013, we acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

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 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, we acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

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

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Current assets	$	3,759
Non-current assets	13
Equipment	179
Definite-lived 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 $1.9 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 December 31, 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 December 31, 2013, we believe that achievement of 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 our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, we completed our acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

We also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

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

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

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

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

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 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.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, we acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

We also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 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 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.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

Nami Media, Inc.

On November 22, 2011, we acquired a 57.6% interest (a 50.1% interest calculated on a fully diluted basis) in Nami Media Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate us to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

Note 3—Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

Note 4—Investments

Joint Venture with NBCUniversal    

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

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 13—"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.

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 $1.00. 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.

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701

	February 12,		December 31,
	2013 (2)		2012
SVH:
Cash and cash equivalents	$	6,905	$	—
Non-current assets	205,433		209,552
Current liabilities	8,155		544
Non-current liabilities(1)	865,354		864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159		10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695		39,382

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that we expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

_______________________________________________________________________________

⁽¹⁾ See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾ Represents balances prior to the effect of the JV Sale Transaction.

Note 5—Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 6—Intangible Assets

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

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Note 7—Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	6,167		5,401
Total debt	946,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	929,328	$	879,471

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and

F-77

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. We and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

F-78

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/₈% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. We fully and unconditionally guarantee this loan.

F-79

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. We fully and unconditionally guarantee this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. We fully and unconditionally guarantee this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		2,000		504,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	6,167	$	948,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values 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):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	6,167		6,167		5,401		5,401
Total	$	932,088	$	956,255	$	875,346	$	910,500

Note 8—Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010,

F-80

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

Note 9—Share-Based Compensation

We have several share-based compensation plans, including the 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in LIN LLC's class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.    

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of LIN LLC's class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of LIN TV's class A common stock pursuant to the employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

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LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for LIN LLC class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

F-82

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase shares of LIN TV's class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of LIN TV's class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

Note 10—Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5% - 80% of their base salaries and 5% - 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plans were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

F-83

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

F-84

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

For Years Ended December 31,	Expected Future Pension Benefit Payments
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP	Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90%	4.20%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25%	5.25%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A	N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A	7.00%

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each

F-85

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation	Percentage of Plan Assets as of December 31,
Asset Category	2013	2013	2012
Equity securities	60%	60%	55%
Debt securities	40%	40%	45%
	100%	100%	100%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:					—
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:					—
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.

F-86

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Note 11—Shareholders' Equity

During the year ended December 31, 2011, LIN TV's Board of Directors approved a stock repurchase program that authorized LIN TV to repurchase up to $25 million of LIN TV's class A common stock over a 12 month period. This program was extended by LIN TV's Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, LIN TV terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, LIN TV repurchased approximately 3.3 million shares of LIN TV's class A common stock on the open market for an aggregate purchase price of $11.4 million. There were no shares repurchased during the year ended December 31, 2013.

LIN LLC's class B common shares are convertible into an equal number of shares of LIN LLC's class A or class C common shares in various circumstances. During the year ended December 31, 2013, prior to the Merger, 2.5 million shares of LIN TV's class B common stock were converted into shares of class A common stock. During the year ended December 31, 2012, none of LIN TV's class B common stock was converted into class A common stock.

Note 12—Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

F-87

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Note 13—Commitments and Contingencies

Commitments

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 December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast and SVH 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 $1.00.

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 $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

On July 30, 2013, 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.

F-88

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Based on an average of the opening and closing trading prices of LIN TV's class A common stock on the day of the Merger, LIN TV realized a capital loss of approximately $343 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.  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 tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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.

Litigation

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) 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.

F-89

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Note 14—Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 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 tax liability during the fourth quarter of 2013.

F-90

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in additional paid-in capital when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

F-91

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

Note 15—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

Note 16—Subsequent Events

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. For further information on this acquisition, see Note 2 — “Acquisitions.”

Note 17—Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

F-92

LIN Television Corporation

Notes to Consolidated Financial Statements (Continued)

Note 18—Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged (Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

F-93

Schedule I—Condensed Financial Information of the Registrant

LIN Media LLC

Condensed Balance Sheets

	Year Ended December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Advances to consolidated subsidiaries	$	1,900		$	—
Investment in consolidated subsidiaries	87,227			—
Total assets	$	89,127		$	—
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accumulated losses in excess of investment in consolidated subsidiaries	$	—		$	91,564
Shareholders' equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 39,013,005 and 35,672,528 shares as of December 31, 2013 and 2012, respectively, Outstanding: 34,065,346 and 30,724,869 shares as of December 31, 2013 and 2012, respectively (a)	624,564			313
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of December 31, 2013 and 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A or class C common shares (a)	518,395			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of December 31, 2013 and 2012, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost	(21,984		)	(21,984		)
Additional paid-in capital (a)	—			1,129,691
Accumulated deficit	(1,006,322		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total shareholders' equity (deficit)	89,127			(91,564		)
Total liabilities and LIN Media LLC shareholders' equity	$	89,127		$	—

____________________________________________________

^(a) In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN Media LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN Media LLC.

F-94

LIN Media LLC

Condensed Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net Revenues	$	—		$	—		$	—
Operating expenses:
Corporate	709			—			—
Operating loss	(709		)	—			—
Other income:
Intercompany income	(20		)	—			—
Total other income	(20		)	—			—
Loss from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(689		)	—			—
Net loss from continuing operations	(689		)	—			—
Equity in income (loss) from operations of consolidated subsidiaries	158,802			(7,045		)	48,577
Net income (loss) attributable to LIN Media LLC	$	158,113		$	(7,045	)	$	48,577
Basic income (loss) per common share attributable to LIN Media LLC	$	3.02		$	(0.13	)	$	0.87
Diluted income (loss) per common share attributable to LIN Media LLC	$	2.84		$	(0.13	)	$	0.85
Weighted-average number of common shares outstanding used in calculating basic income per common share	52,439			54,130			55,768
Weighted-average number of common shares outstanding used in calculating diluted income per common share	55,639			54,130			57,079

F-95

LIN Media LLC

Condensed Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013		2012			2011
	(in thousands)
Net income (loss) attributable to LIN Media LLC	$	158,113	$	(7,045	)	$	48,577
Pension net gain, net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738		2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively	1,120		969			374
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	(3,652	)	$	37,739

F-96

LIN Media LLC

Condensed Statements of Cash Flows

	Year Ended December 31,
	2013			2012		2011
	(in thousands)
OPERATING ACTIVITIES:
Net cash used in operating activities	$	(589	)	$	—	$	—
INVESTING ACTIVITIES:
Receipt of dividend	2,000			—		—
Advances to consolidated subsidiaries	(2,000		)	—		—
Net cash provided by investing activities	—			—		—
FINANCING ACTIVITIES:
Net proceeds from exercises of employee and director stock-based compensation	589			—		—
Net cash provided by financing activities	589			—		—
Net change in cash and cash equivalents	—			—		—
Cash and cash equivalents at the beginning of the period	—			—		—
Cash and cash equivalents at the end of the period	$	—		$	—	$	—

F-97

1. Background and Basis of Presentation

LIN Media LLC (“LIN LLC”) has no material assets or operations other than its ownership in LIN Television Corporation (“LIN Television”) and its subsidiaries. Certain covenants within LIN Television's Senior Secured Credit Facility limit its ability to distribute funds to LIN LLC in the form of dividends, loans or advances. Accordingly, these condensed financial statements of LIN LLC have been presented on a "Parent Only" basis. The condensed parent company financial statements should be read in conjunction with the consolidated financial statements and notes of LIN LLC included in this Annual Report on Form 10-K.  

F-98

EX-10.23

EXHIBIT 10.23

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

LIN DIGITAL MEDIA LLC

AND

FMPL HOLDINGS, INC., THE SOLE STOCKHOLDER OF

FEDERATED MEDIA PUBLISHING, INC.

DATED AS OF JANUARY 27, 2014

TABLE OF CONTENTS

Page

ARTICLE 1 PURCHASE AND SALE    2

1.1 Purchase and Sale    2

1.2 Purchase Price    2

1.3 Payments at Closing    2

1.4 Net Working Capital Adjustment    2

1.5 Minimum Cash    5

1.6 Withholding    5

ARTICLE 2 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER    5

2.1 Authorization    5

2.2 Title to Securities    5

2.3 Consents and Approvals    5

2.4 No Violation    6

2.5 No Brokers or Finders    6

2.6 Litigation    6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY    6

3.1 Authorization; Organization; Good Standing    7

3.2 Capitalization    7

3.3 Consents and Approvals    7

3.4 No Violation    7

3.5 Brokers or Finders    8

3.6 Financial Statements and Financial Data    8

3.7 Absence of Undisclosed Liabilities    8

3.8 Absence of Changes or Events    9

3.9 Assets    10

3.10 Proprietary Rights    11

3.11 Contracts    13

3.12 Litigation    14

3.13 Compliance with Applicable Laws    14

3.14 Licenses and Permits    14

3.15 Health, Safety and Environment    14

3.16 Taxes    15

3.17 Insurance Policies    18

3.18 Employee Benefit Plans    18

3.19 Employees; Labor Relations    21

3.20 Transactions with Related Parties    21

3.21 Real Property    21

3.22 Suppliers, Publishers and Customers    22

3.23 Bank Accounts    23

3.24 Trade Names; Business Locations    23

TABLE OF CONTENTS

(continued)

Page

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER    23

4.1 Buyer Organization    23

4.2 Authorization    23

4.3 Consents and Approvals    24

4.4 No Violation    24

4.5 No Brokers or Finders    24

4.6 Litigation    24

4.7 Investment Intent    24

4.8 Cash Resources    24

ARTICLE 5 INDEMNIFICATION    24

5.1 Survival    24

5.2 Indemnification by Seller    25

5.3 Indemnification by Buyer    25

5.4 Indemnification Procedure    26

5.5 Certain Limitations    28

5.6 Materiality Qualifiers    31

5.7 Indemnification as Sole Remedy    32

5.8 Investigation    32

5.9 Payment    32

5.10 Purchase Price Adjustment    32

ARTICLE 6 CLOSING    32

6.1 Closing    32

6.2 Deliveries by Seller    33

6.3 Deliveries by Buyer    35

ARTICLE 7 CONDITIONS TO CLOSING; TERMINATION    36

7.1 Conditions to Each Party’s Obligations    36

7.2 Conditions to Obligation of Buyer    36

7.3 Conditions to Obligation of Seller    37

7.4 Termination    37

7.5 Effect of Termination    38

ARTICLE 8 COVENANTS AND OTHER AGREEMENTS    38

8.1 Conduct of Business    39

8.2 Exclusivity    39

8.3 Access to Records    39

8.4 Notice of Developments    39

TABLE OF CONTENTS

(continued)

Page

8.5 Third Party Notices and Consents    39

8.6 Restrictive Covenants    40

8.7 Agreements Regarding Tax Matters    43

8.8 Employee Benefit Matters    46

8.9 Indemnification of Company Directors and Officers; Insurance Matters    47

8.10 Post-Closing Distributions by Seller    48

8.11 Further Assurances    48

8.12 General Release    49

8.13 Accounts Payable and Accounts Receivable    49

8.14 Use of Name    49

8.15 Financial Information    49

8.16 Accounting Assistance    50

8.17 Business Information    50

ARTICLE 9 MISCELLANEOUS    51

9.1 Notices    51

9.2 General Definitions    52

9.3 Third Parties    60

9.4 Expenses    60

9.5 Amendment; Wavier    61

9.6 Governing Law    61

9.7 Assignments    61

9.8 Headings    61

9.9 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial    61

9.10 Construction    62

9.11 Public Announcements    62

9.12 Interpretive Matters    62

9.13 Invalid Provisions    63

9.14 Counterparts; Deliveries    63

9.15 Entire Agreement    63

INDEX OF DEFINED TERMS(continued)

TermSection

2013 Financial Statements    Section 3.6(a)(ii)

2013 Note and Warrant Purchase Agreement    Section 9.2

2013 Notes and Warrants    Section 9.2

2013 Warrants    Section 9.2

Accountants    Section 1.4(e)

ACJA    Section 3.16(s)

Adverse Consequences    Section 9.2

Affiliate    Section 9.2

Affiliated Group    Section 9.2

Agreed Accounting Principles    Section 3.6(a)

Agreement    Preamble

Agreement Date    Preamble

AGUB    Section 8.7(g)(iii)

Allocation Notice of Objection    Section 8.7(g)(iii)

Allocation Review Period    Section 8.7(g)(iii)

Allocations    Section 8.7(g)(iii)

Annual Financial Statements    Section 3.6(a)(i)

Balance Sheet    Section 3.6(a)(ii)

Base Amount    Section 1.2

Boing Boing Extension Payment    Section 9.2

Business    Recitals

Business Assets    Recitals

Business Liabilities    Section 9.2

Buyer    Preamble

Buyer Accounting Expenses    Section 8.15(d)

Buyer Indemnified Parties    Section 9.2

Buyer Plans    Section 8.8(a)

Buyer Tax Claim    Section 8.7(f)

Buyer Transition Services Agreement    Section 9.2

Buyer Welfare Plans    Section 8.8(c)

Cap    Section 5.5(c)

Claim Notice    Section 5.4(f)

Claims    Section 8.12

Closing    Section 6.1

Closing Date    Section 6.1

Closing Schedule    Section 1.4(c)

COBRA    Section 3.18(i)

Code    Section 9.2

Company    Recitals

Company Indemnitees    Section 8.9(a)

Company Intellectual Property    Section 3.10(c)

Company Scheduled Intellectual Property    Section 3.10(a)

Company Transaction    Section 8.2

Confidential Information    Section 9.2

INDEX OF DEFINED TERMS(continued)

TermSection

Continuing Employee    Section 8.8(a)

Contracts    Section 9.2

Contribution Agreement    Recitals

Deferred Revenue    Section 9.2

Deficiency Amount    Section 1.4(f)(i), Section 5.5(h)

DSP    Section 8.6(b)

Effect    Section 9.2

Employee Benefit Plan(s)    Section 3.18(a)

Employee Performance Bonuses    Section 9.2

Environmental and Safety Requirements    Section 9.2

ERISA    Section 9.2

ERISA Affiliate    Section 9.2

Escrow Agent    Section 1.3(b)

Escrow Agreement    Section 1.3(b)

Escrow Amount    Section 1.3(b)

Escrow Funds    Section 1.3(b)

Estimated Net Working Capital    Section 1.4(b)

Final Determination    Section 5.9

Final Net Working Capital    Section 1.4(e), Section 1.4(e)

Financial Statements    Section 3.6(a)

FM Confidential Information    Section 9.2

Form 8023    Section 8.7(g)(ii)

Form 8883    Section 8.7(g)(ii)

Fundamental Representations    Section 9.2

GAAP    Section 9.2

Governmental Authority    Section 9.2

Hazardous Material    Section 9.2

HIPAA    Section 3.18(i)

Income Tax Return    Section 9.2

Income Taxes    Section 9.2

Indebtedness    Section 9.2

Indemnified Party    Section 5.4(a)

Indemnifying Party    Section 5.4(a)

Insurance Policies    Section 3.17

Insurance Recovery    Section 5.5(m)

Intellectual Property    Section 9.2

Knowledge    Section 9.2

Law    Section 9.2

Liabilities    Section 9.2

Liens    Section 1.1

Lijit    Recitals

Lijit Business    Section 9.2

Lijit Confidential Information    Section 9.2

Material Adverse Effect    Section 9.2

INDEX OF DEFINED TERMS(continued)

TermSection

Material Contracts    Section 3.11(a)

Media Trading    Section 9.2

Minimum Cash Amount    Section 1.4(a)

Net Recovery    Section 5.5(m)

Net Working Capital    Section 1.4(a)

Net Working Capital Target    Section 1.4(a)

Nonqualified Deferred Compensation Plan    Section 3.16(s)

Party    Section 9.2

Patents    Section 9.2

Per Claim Threshold    Section 5.5(a)(ii)

Permits    Section 9.2

Permitted Liens    Section 9.2

Person    Section 9.2

Platform Services    Section 9.2

Pre-Closing Period    Section 8.7(a)(i)

Pre-Closing Taxes    Section 8.7(a)(ii)

Proceeding    Section 9.2

Programmatic Advertising    Section 8.6(b)

Protest Notice    Section 1.4(d)

Purchase Price    Section 1.2

Real Property    Section 3.21(b)

Real Property Leases    Section 3.11

Related Party    Section 9.2

Related Party Transaction    Section 9.2

Release    Section 9.2

Released Publisher    Section 8.6(c)

Releasees    Section 7.4

Releasing Parties    Section 7.4

Reorganization    Recitals

Representatives    Section 9.2

Restricted Publishers    Section 8.6(c)

Restructuring    Recitals

San Francisco Lease    Section 6.2(o)

SEC    Section 8.15(a)

Section 333(e) Election    Section 8.7(g)(i)

Section 336(e) Allocation    Section 8.7(g)(iii)

Section 338(h)(10) Allocation    Section 8.7(g)(iii)

Section 338(h)(10) Election    Section 8.7(g)(i)

Securities    Recitals

Seller    Preamble

Seller Accounting Expenses    Section 8.15(c)

Seller Indemnified Parties    Section 9.2

Seller Tax Claim    Section 8.7(f)

Seller Taxes    Section 9.2

INDEX OF DEFINED TERMS(continued)

TermSection

Seller Transaction Expenses    Section 9.2

Seller Transition Services Agreement    Section 9.2

Software    Section 9.2

Special Claims     Section 5.2(a)

Straddle Period    Section 8.7(a)(ii)

Straddle Tax Return    Section 8.7(a)(ii)

Subsidiary    Section 9.2

Systems    Section 3.10(f)

Tax    Section 9.2

Tax Claim    Section 8.7(f)

Tax Returns    Section 9.2

Term    Section 8.6(b)

Third Party Claim    Section 5.4(a)

Threshold    Section 5.5(a)(i)

Trademarks    Section 9.2

Transaction Document    Section 9.2

Transfer Taxes    Section 8.7(e)

Treasury Regulations    Section 9.2

U.S.    Section 9.2

United States    Section 9.2

Unregistered Trademarks    Section 3.10(a)

WARN Act    Section 3.19

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 27, 2014 (the “Agreement Date”), is by and between LIN Digital Media LLC, a Delaware limited liability company (“Buyer”), and FMPL Holdings, Inc., a Delaware corporation (“Seller”).

RECITALS

Prior to the date hereof, Seller and Federated Media Publishing, Inc., a Delaware corporation (the “Company”), completed a restructuring as a result of which Seller became the owner of 100% of the capital stock of the Company (such transaction, the “Reorganization”) and certain assets and liabilities of the Company have been transferred and assigned to Lijit Networks, Inc., a subsidiary of the Company (“Lijit”), pursuant to the Contribution Agreement, dated as of January 27, 2014, by and between the Company and Lijit (the “Contribution Agreement”). It is intended that, following the execution of this Agreement and prior to the closing of the transactions contemplated hereby, the Company will distribute all of the shares of capital stock owned by the Company in Lijit and in FMP Canada Inc. to Seller such that Lijit and FMP Canada Inc. will become direct, wholly-owned Subsidiaries of Seller and that the Company will further distribute the assets set forth on the Schedule of Distributed Assets to Seller and Seller will assume certain liabilities of the Company pursuant to an Assignment and Assumption Agreement to be entered into between the Company and Seller (the “Assignment and Assumption Agreement”). The transactions described above shall be collectively referred to herein as the “Restructuring.” As part of the Restructuring, the Company is assigning all assets of the Company that do not constitute Business Assets (as defined below), including all those assets of the Company that are primarily used in the Lijit Business, to Seller and/or Lijit, and the Company will remain the holder of those assets that are primarily used in and necessary for the conduct of the Company’s content creation, content marketing and/or direct sales activities with respect to any form of monetized media derived from guaranteed, non-preemptible impressions and guaranteed placements with digital media publishers in any format, including display, video, text links or “pay-per-click”(the “Business”), including, but not limited to, publisher agreements, sales and vendor contracts, employees, and the Federated Media trademark and brand (but excluding, for the avoidance of doubt, any assets listed on Schedule 3.9(a)) (the “Business Assets”).

Following consummation of the Restructuring and on the terms and subject to the conditions set forth herein, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, free and clear of any and all Liens, 100% of the outstanding capital stock of the Company (the “Securities”).

AGREEMENT

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1Purchase and Sale. On the terms and conditions herein set forth, at the Closing, Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer all right, title and interest in the Securities, free and clear of any and all liens, security interests, claims, mortgages, pledges, assessments, covenants, burdens and other encumbrances of every kind (“Liens”), and Buyer hereby agrees to acquire from Seller all right, title and interest in the Securities, free and clear of any and all Liens.

1.2Purchase Price. The aggregate purchase price for the Securities and the rights and benefits conferred herein (the “Purchase Price”) shall be $22,400,000(the “Base Amount”), plus or minus, as the case may be, an adjustment amount as determined in accordance with Section 1.3(c) and Section 1.4.

1.3Payments at Closing. On the terms and conditions herein set forth, at the Closing:

(a)Buyer shall pay to the applicable obligees thereof, on behalf of the Company and Seller and for their account, the amount of all Indebtedness upon the Closing and the Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e) which such amounts become due and payable, an estimate of which is set forth on Schedule 1.3(a) hereto;

(b)Buyer shall deposit an amount equal to $3,360,000 (the “Escrow Amount”) with Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and such funds plus all income accrued thereon (the “Escrow Funds”) shall be maintained by Escrow Agent to secure Seller’s obligations under this Agreement and shall be administered and payable in accordance with an escrow agreement by and among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”); and

(c)Buyer shall pay to Seller an aggregate amount equal to (i) the Base Amount, minus (ii) the amount of all Indebtedness and Seller Transaction Expenses set forth in the certificate delivered pursuant to Section 6.2(e), minus (iii) the Escrow Amount, minus (iv) the amount by which the Deferred Revenue of the Company is greater than $150,000, plus (v) the amount by which the Deferred Revenue of the Company is less than $150,000, plus or minus, as the case may be, (vi) an adjustment amount as determined in accordance with Section 1.4(b). Such payment shall be made by wire transfer of immediately available funds to the account designated in writing by Seller.

1.4Net Working Capital Adjustment.

(a)Definitions. “Net Working Capital” means the difference, as of 11:59 p.m. Pacific Standard Time on the Closing Date, between (i) those assets of the Company that should be reflected as current assets on a balance sheet of the Business, and (ii) those liabilities

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of the Company that should be reflected as current liabilities on a balance sheet of the Business, in each case, (A) prepared in accordance with the Agreed Accounting Principles set forth on Schedule 3.6(a), (B) excluding any assets or liabilities with respect to cash and cash equivalents, loan receivables (including employee loan receivables), Indebtedness, Seller Transaction Expenses, deferred revenue obligations or current Income Taxes, and (C) excluding any assets or Liabilities to the extent related to the Lijit Business. “Net Working Capital Target” means $3,635,473. “Minimum Cash Amount” means an amount of cash and cash equivalents of the Company equal to $750,000; provided, however, that for purposes of Section 1.4(f) below in the event that the actual amount of cash and cash equivalents of the Company as of the Closing is less than $750,000, the Minimum Cash Amount shall be the actual amount of cash and cash equivalents of the Company as of the Closing.

(b)Estimated Adjustment. Schedule 1.4 sets forth Seller’s good faith estimate of Net Working Capital (the “Estimated Net Working Capital”). At the Closing:

(i)If the (A) Estimated Net Working Capital is less than (B) the Net Working Capital Target, the amount due to Seller under Section 1.3(c) shall be reduced by such difference; or

(ii)If the (A) Estimated Net Working Capital is greater than (B) the Net Working Capital Target, the amount due to Seller under Section 1.3(c) shall be increased by such difference.

(c)Closing Schedule. On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule in the form of Schedule 1.4 setting forth its determination of Net Working Capital (the “Closing Schedule”) and shall deliver the Closing Schedule to Seller.

(d)Protest Notice. Within forty-five (45) days after Buyer’s delivery of the Closing Schedule, Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Seller may have to the Closing Schedule. The sole permissible grounds for objection shall be that Net Working Capital was not calculated in accordance with the definition thereof as set forth in this Agreement or that the calculation of Net Working Capital contains computational errors. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule in the form of Schedule 1.4 setting forth Seller’s determination of Net Working Capital. The failure of Seller to deliver such Protest Notice within the time period prescribed above will constitute Seller’s acceptance as final of Net Working Capital as set forth on the Closing Schedule. If a Protest Notice is delivered, any amounts not disputed therein shall be deemed to be accepted by Seller as final. Upon receipt of the Closing Schedule, and until such time as the Final Net Working Capital has been determined, Seller and its representatives (including accountants and counsel) will be given reasonable access, upon reasonable notice, to the relevant books, records, workpapers and personnel or representatives of Buyer and the Company during normal business hours for the purpose of reviewing and verifying the Closing Schedule and Net Working Capital as set forth therein, and/or resolving any questions or disputes with respect thereto.

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(e)Resolution of the Protest. If Buyer shall receive a Protest Notice from Seller delivered pursuant to and in accordance with Section 1.4(d), then Buyer and Seller shall use their respective good faith efforts to resolve all disputed items and amounts set forth in the Protest Notice pursuant to good faith negotiations. In the event that Buyer and Seller shall reach agreement, within thirty (30) calendar days following Buyer’s receipt of a Protest Notice, on all disputed items and amounts set forth in such Protest Notice, then for all purposes of and under this Agreement, the term “Final Net Working Capital” shall mean the Net Working Capital as agreed upon by Buyer and Seller and any such resolution shall be final and binding on the Parties for purposes of this Section 1.4. If Buyer and Seller are unable to resolve any disagreement with respect to the Closing Schedule within thirty (30) days following Buyer’s receipt of the Protest Notice, then only the amounts in dispute will be referred to Ernst & Young(the “Accountants”) for final determination within forty-five (45) days after such referral. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Buyer and Seller, and shall not involve the Accountants’ independent review. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Closing Schedule proposed by Buyer and Seller’s proposed adjustments thereto set forth in the Protest Notice, and such determination shall be final, binding and non-appealable. Each of Buyer, on the one hand, and Seller on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. For purposes of this Agreement, “Final Net Working Capital” means Net Working Capital as finally determined pursuant to this Section 1.4(e).

(f)Final Net Working Capital Adjustment. Within ten (10) days of the determination of the Final Net Working Capital:

(i)If (x) the Estimated Net Working Capital is greater than the Final Net Working Capital (a “Deficiency Amount”) and (y) such Deficiency Amount is greater than the Minimum Cash Amount, Seller shall be obligated to pay to Buyer an amount equal to the Deficiency Amount minus the Minimum Cash Amount;

(ii)If (x) there is a Deficiency Amount and (y) such Deficiency Amount is less than the Minimum Cash Amount, Buyer shall be obligated to pay to Seller an amount equal to the Minimum Cash Amount minus the Deficiency Amount; and

(iii)If (A) the Estimated Net Working Capital is less than (B) the Final Net Working Capital, Buyer shall pay to Seller an amount equal to the sum of (x) such difference and (y) the Minimum Cash Amount.

If any amount is paid from the Escrow Funds to Buyer with respect to any payment obligation of Seller under this Section 1.4(f), Seller shall be obligated to replenish the Escrow Funds with respect thereto by promptly depositing additional funds in the amount of any such payment into the Escrow Account to be held and administered in accordance with the Escrow Agreement.

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1.5Minimum Cash. As of the Closing, the Company shall have, and Seller shall cause the Company to have, an amount of cash and cash equivalents equal to the Minimum Cash Amount.

1.6Withholding. Notwithstanding any other provision in this Agreement, Buyer shall be entitled to deduct and withhold from the payments to be made pursuant to this Agreement any Taxes required to be deducted and withheld with respect to the making of such payment under any applicable provision of Law. To the extent that amounts are so withheld pursuant to this Section 1.6, such withheld amounts shall be remitted promptly by Buyer to the applicable taxing authority and shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER

Seller hereby represents and warrants to Buyer:

2.1Authorization.

(a)Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the Transaction Documents to which Seller is party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized, and no other proceeding on the part of Seller is necessary. This Agreement and the Transaction Documents to which Seller is party have been duly executed and delivered by Seller.

(b)This Agreement and the Transaction Documents to which Seller is party , assuming the due and valid execution of such agreements by the other parties thereto, constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies.

2.2Title to Securities. Seller has the sole voting power and sole power of disposition with respect to all of the Securities with no limitations, qualifications or restrictions on such rights and powers. The Securities will be transferred to Buyer pursuant to this Agreement, free and clear of any Liens. Seller is not subject to any agreements, arrangements, options, warrants, calls, rights, commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of the Securities.

2.3Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Seller in connection with the authorization, execution,

5

delivery and performance of this Agreement and the Transaction Documents, or the consummation of the transactions contemplated hereby and thereby.

2.4No Violation. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby will not:

(a)result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature, in any case whether written or oral, applicable to or by which the Securities would be affected;

(b)violate or conflict with any Law in any material respect; or

(c)violate any provision of the charter documents, bylaws or similar organizational documents of Seller.

2.5No Brokers or Finders. Neither Seller nor any Affiliate thereof has retained any broker or finder, agreed to pay or made any commitment to any Person that would entitle such Person to, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

2.6Litigation. There are no Proceedings pending or, to Seller’s knowledge, threatened against or affecting Seller or the Company that seek to restrain or prohibit, or to obtain damages or other relief, in connection with the consummation of the transactions contemplated hereby.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing that the statements set forth in this Article 3 are true and correct except as each of the following sections or subsections are qualified only by (i) the corresponding section or subsections in the Disclosure Schedule delivered by Seller to Buyer in connection with the execution and delivery of this Agreement (which includes the Schedules specifically referenced below), and (ii) any other section or subsection of the Disclosure Schedule to the extent the relevance of the disclosure(s) set forth therein to any of the following section or subsections is readily apparent from the actual text of such disclosure(s).

Notwithstanding anything to the contrary herein and for the avoidance of doubt, except as otherwise expressly provided for herein, the following representations and warranties are not provided with respect to, and shall not apply to, Seller, Lijit or FMP Canada Inc.

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3.1Authorization; Organization; Good Standing.

(a)The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware,and has all requisite corporate power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted.

(b)The Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1, which are all of the jurisdictions in which the nature of the Company’s business or assets requires the Company to so qualify, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect with respect to the Company. Complete and correct copies of the Certificate of Incorporation and bylaws of the Company, as amended through the date of this Agreement, have been made available to Buyer.

3.2Capitalization. Schedule 3.2(a) sets forth the entire authorized equity interests and the total number of issued and outstanding equity securities of the Company and the holder thereof. All of the outstanding equity securities of the Company have been validly issued and are fully paid and non-assessable. No equity interests of the Company are subject to, nor have been issued in violation of, preemptive or similar rights. Except as set forth on Schedule 3.2(a), the Company has no outstanding equity securities or other securities directly or indirectly convertible into or exchangeable for its equity securities, the Company does not have any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its equity securities or any securities directly or indirectly convertible into or exchangeable for its equity securities, and there are no outstanding agreements containing profit participation or phantom equity features with respect to the Company. The Company does not own or otherwise hold, directly or indirectly, any stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. The Company is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities. Except as set forth on Schedule 3.2(b), there are no voting agreements, voting trusts or other agreements, or any binding commitments or understandings, with respect to the voting or transfer of equity securities or other securities of the Company.

3.3Consents and Approvals. Except as set forth on Schedule 3.3, no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by the Company in connection with the authorization, execution, delivery and performance by Seller of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby and thereby.

3.4No Violation. Except as set forth on Schedule 3.4, the execution, delivery and performance by Seller of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not:

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(a)result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, or otherwise affect in any material respect any rights of the Company under, any Material Contract;

(b)violate or conflict with any Law in any material respect;

(c)violate any provision of the charter documents, bylaws or similar organizational documents of the Company; or

(d)result in the creation or imposition of any Lien upon any Securities.

3.5Brokers or Finders. Neither the Company nor any of its Affiliates has retained any broker or finder, agreed to pay or made any commitment to any Person that would entitle such Person to, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

3.6Financial Statements and Financial Data.

(a)Attached as Exhibit A are copies of the following financial statements of the Business (collectively, the “Financial Statements”):

(i)the unaudited balance sheets of the Business as of December 31, 2011and 2012and the related statements of operations for each of the years then ended (the “Annual Financial Statements”); and

(ii)the unaudited balance sheet of the Business as of December 31, 2013 (the “Balance Sheet”), and the related unaudited statements of operations for the year then ended (the “2013 Financial Statements”).

The Financial Statements (i) have been prepared in accordance with the accounting principles, procedures and methodologies set forth on Schedule 3.6(a) attached hereto (the “Agreed Accounting Principles”), (ii) present fairly, in all material respects, the assets, liabilities and financial condition of the Business as of such dates and the results of operations of the Business for such periods, and are consistent with the books and records of the Company for the applicable periods (which books and records are correct and complete in all material respects).

(b)All notes and accounts receivable of the Company are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, and are current and, to the Knowledge of the Company, collectible subject to the reserve for bad debts set forth on the Balance Sheet. The accounts payable and accruals of the Company have arisen in bona fide arm’s-length transactions in the ordinary course of business, and the Company has been paying its accounts payable as and when due.

3.7Absence of Undisclosed Liabilities. Except as disclosed in Schedule 3.7, the Company does not have any Liabilities, except for (a) those Liabilities which have been reflected

8

in the Balance Sheet, (b) current Liabilities that have arisen in the ordinary course of business since the date of the Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of any Contract, breach of warranty, tort or material violation of Law), (c) Liabilities for professional fees incurred in connection with this Agreement and the transactions contemplated hereunder, and (d) Liabilities that are executory performance obligations under Contracts related to the Business to be performed by the Company after the Agreement Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of any such Contract; provided, however, that the foregoing shall not be deemed a representation or warranty as to the existence of an infringement or misappropriation of Intellectual Property, which shall be addressed exclusively in Section 3.10(d)(iii) of this Agreement.

3.8Absence of Changes or Events. Except as disclosed in Schedule 3.8, since June 30, 2013, there has not been any Material Adverse Effect. Except as disclosed in Schedule 3.8, and except in connection with or as a result of the Restructuring, since June 30, 2013, the Company has conducted the Business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as disclosed in the applicable subsection of Schedule 3.8 and except in connection with or as a result of the Restructuring, since June 30, 2013 (or such later date as may be set forth below):

(a)the Company has not sold, leased, transferred, or assigned any material assets used in, or necessary for the operation of, the Business, other than in the ordinary course of the Business consistent with past practice;

(b)no party (including the Company) has terminated, cancelled, amended, modified or accelerated any Contract that is listed or required to be listed on Schedule 3.11(a);

(c)the Company has not imposed any Liens upon any of the Business Assets (other than Permitted Liens);

(d)the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any Person or business;

(e)the Company has not created, incurred, assumed, or guaranteed any Indebtedness (other than draws under a revolving line of credit in the ordinary course consistent with past practice);

(f)the Company has not delayed or postponed the payment of any material amount of accounts payable or other material Liabilities past the date when such obligation would have been paid in the ordinary course;

(g)the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) related to the Business involving an amount of more than $25,000;

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(h)the Company has not transferred, assigned, or granted any license or sublicense of any material rights under or with respect to any Intellectual Property used in the Business other than in the ordinary course of business consistent with past practice;

(i)the Company has not made or authorized any change in any of its organizational documents;

(j)since the effective date of the Reorganization, the Company has not issued, sold, or otherwise disposed of any of its equity securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity securities;

(k)since the effective date of the Reorganization, the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securities;

(l)the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of its material property;

(m)the Company has not entered into any transaction with any of its directors, officers, and employees outside of the ordinary course of business consistent with past practice;

(n) the Company has not (i) made any increase in the base compensation of any of its directors, officers, and employees, except in the ordinary course of business consistent with past practices, (ii) adopted, materially amended, or terminated any Employee Benefit Plan or (iii) made any other material change in employment terms for any of its directors, officers, and employees except in the ordinary course of business consistent with past practices;

(o)the Company has not made any loans or advances of money (other than routine expense advances to employees of the Company consistent with past practice and in accordance with the Company’s policies) to any Person; and

(p)the Company has not entered into any agreement, understanding or commitment by the Company to do any of the foregoing.

3.9Assets.

(a)The Company owns good and marketable title to, or has a valid right to use, all of the Business Assets, free and clear of any and all Liens, except for Permitted Liens. Except as set forth on Schedule 3.9(a), the Business Assets, when taken together with the services provided by the Company’s employees who are engaged in the Business and the services and licenses to be provided by Seller to Buyer pursuant to the Transition Services Agreement, are sufficient to enable the Business to be conducted immediately after the Closing in all material respects consistent with the manner in which the Business has been conducted

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since October 31, 2013; provided, however, that the foregoing shall not be deemed a representation or warranty regarding the infringement or misappropriation of Intellectual Property, which shall be addressed exclusively in Section 3.10(d)(iii) of this Agreement.

(b)All material items of tangible personal property owned or leased by the Company and included in the Business Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are presently being used. None of the personal or movable property constituting Business Assets is located other than at the Real Property.

3.10Proprietary Rights.

(a)Schedule 3.10(a) contains, as of the Agreement Date, a complete and accurate list of all (i) patented or registered Intellectual Property owned by the Company, (ii) pending patent applications and applications for other registrations of Intellectual Property filed by or on behalf of the Company, (iii) any software owned by the Company that is material to the conduct of the Business as presently conducted, and (iv) any unregistered Trademarks that are material to the conduct of the Business as presently conducted (“Unregistered Trademarks”) (indicating for each of (i) and (ii) the applicable jurisdiction, registration number or application number and date issued or, if not issued, dated filed) (the Intellectual Property described in Sections 3.10(a)(i) and 3.10(a)(ii) being referred to herein as the “Company Scheduled Intellectual Property”).

(b)Schedule 3.10(b)(i) contains, as of the Agreement Date, a complete list of all Contracts pursuant to which Intellectual Property is licensed to the Company (excluding generally commercially available, off the shelf software programs licensed or services provided pursuant to shrink-wrap or “click to accept” or standard end user agreements with a replacement cost and/or annual license fee of less than $25,000). Schedule 3.10(b)(ii) contains, as of the Agreement Date, a complete list of all Contracts pursuant to which the Company has licensed any Intellectual Property to any Person.

(c)The Company owns and possesses all right, title and interest to, or has the right to use pursuant to a valid and enforceable license set forth on Schedule 3.10(b)(i), all Intellectual Property necessary for or used in the operation of the Business in all material respects as presently conducted, free and clear of all Liens, except for Permitted Liens (the “Company Intellectual Property”); provided, however, that the foregoing shall not be deemed a representation or warranty regarding the infringement, misappropriation or sufficiency of Intellectual Property, which shall be addressed exclusively in Section 3.9(a) (with respect to sufficiency) and Section 3.10(d)(iii) (with respect to infringement or misappropriation)of this Agreement.  To the Knowledge of the Company, none of the owned Company Scheduled Intellectual Property are invalid or unenforceable in whole or in part. No loss or expiration of any of the Company Scheduled Intellectual Property has occurred or, to the knowledge of the Company, is threatened, except for patents expiring at the end of their statutory term. The Company has taken all action necessary, performed all customary acts and paid all fees and Taxes (to the extent applicable) required to protect and maintain in full force and effect the Company Scheduled Intellectual Property.

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(d)Except as set forth on Schedule 3.10(d), (1) there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of the Company Scheduled Intellectual Property and, to the Knowledge of the Company, there are no facts that would reasonably be expected to provide a substantial basis for the commencement of any Proceeding asserting such invalidity, misuse or unenforceability, (1) the Company has not received any written notices of, and to the Knowledge of the Company, there are no facts that would reasonably be expected to provide a substantial basis for the commencement of any Proceeding asserting, any infringement or misappropriation by the Company with respect to any Intellectual Property (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person), (1) to the Knowledge of the Company, the conduct of the Business has not infringed, misappropriated, or violated any Intellectual Property of any other Person, and (1) to the Knowledge of the Company, the Intellectual Property owned by the Company has not been infringed, misappropriated, violated or conflicted by any other Person.

(e)All Company Intellectual Property which the Company purports to own was developed by (i) an employee working within the scope of his or her employment at the time of such development, or (ii) agents, consultants, contractors or other Persons who have executed valid, enforceable and irrevocable instruments of assignment in favor of the Company as assignee that have conveyed to the Company ownership of all Intellectual Property rights in the Company Intellectual Property. No current or former shareholder, officer, director or employee has any claim, right (whether or not currently exercisable), or interest to or in any Company Intellectual Property which the Company purports to own. To the extent that any Company Intellectual Property has been developed or created by a third party for the Company, the Company has a written agreement with such third party with respect thereto and the Company thereby either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a license (sufficient for the conduct of the Business) to, all of such third party’s Intellectual Property rights in such work, material or invention by operation of law or by valid assignment.

(f)The computer systems, including the Software, hardware and networks (collectively, the “Systems”), currently used by the Company are sufficient in all material respects for the current needs of the Business, including as to capacity and ability to process current peak volumes in a timely manner. In the past twelve (12) months, there have been no bugs in, or failures, breakdowns, or continued substandard performance of, any such Systems that has caused the substantial disruption or substantial interruption in or to the use of such Systems by the Company or the conduct of the Business.

(g)The Company has not disclosed the source code to its Software to any third party (other than employees and contractors performing services for the Company under a duty of confidentiality), and no event or circumstance exists or could reasonably be expected to occur which could cause any source code of the Company to be disclosed to any third party (other than employees and contractors performing services for the Company under a duty of confidentiality). No Software of the Company is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU General Public License, GNU Lesser General Public License, or Mozilla Public License) that (i) could or does require, or could or does condition the use or distribution of such Software

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on, the disclosure, licensing or distribution of any source code for any portion of such Software, or (ii) could or does otherwise impose any limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use, obtain consideration for, or distribute any such Software. Except as set forth on Schedule 3.10(g), no Software licensed under an “open source” license (including, without limitation, GNU General Public License, GNU Lesser General Public License, Mozilla Public License, Apache License, MIT License, or BSD License) was or is used in, incorporated into, dynamically linked to, or integrated, distributed (including under an ASP or “software as a service” model) or bundled with any Software of the Company. The Company is in full compliance with all “open source” licenses applicable thereto, including without limitation, those licenses set forth on Schedule 3.10(g).

3.11Contracts.

(a)Schedule 3.11(a) is a correct and complete list (by reference to the applicable subsection hereof) of each of the following Contracts to which the Company is a party following completion of the Restructuring (the “Material Contracts”): (i) each continuing Contract for the purchase of goods or the supply of services that requires the Company, or is reasonably likely to result in the Company being obligated, to pay an annual amount of $50,000 or more in the aggregate after the Agreement Date (excluding Contracts with publishers), or that entitles the Company to receive an annual amount of $50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Company with advertisers or marketers in the ordinary course of business, (ii) all Contracts that restrict the Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iii) all Contracts pursuant to which the Company has acquired or disposed of, or is obligated to acquire or dispose of, a business or an entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company has continuing material obligations or material rights, (iv) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) all Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with such provisions that are for the benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any publisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (xiv) all Contracts not made in the ordinary course of the Business consistent with past practice and that are material to the Business.

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(b)Except as set forth on Schedule 3.11(b), correct and complete copies of the Material Contracts listed on Schedule 3.11(a), together with all modifications and amendments thereto, have previously been delivered or made available to Buyer. Except as set forth on Schedule3.11(b), each of the Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses in connection with the enforcement by the Company of any rights thereunder. Except as set forth on Schedule 3.11(b), the Company is not in material default under, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a material default by the Company under, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Material Contract and, to the knowledge of the Company, no other party is in material default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a material default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto from any obligation under, any such Material Contract. Except as set forth on Schedule3.11(b), neither Seller nor the Company has been notified in writing by any counterparty to any Material Contract that such counterparty is terminating or intends to terminate such Contract.

3.12Litigation. Except as set forth on Schedule 3.12(a), there are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of the current or former officers, directors or employees of the Company in their capacities as such or relating to their employment, services or relationship with the Company. Except as set forth on Schedule 3.12(b), there are no Proceedings pending or threatened by the Company. Schedule 3.12(c) sets forth a complete and correct list and description of all Proceedings made, filed or otherwise initiated in connection with the Company or any of the current or former officers, directors or employees of the Company in their capacities as such or relating to their employment, services or relationship with the Company that has been resolved in the past three (3) years. Schedule 3.12(d) sets forth any judgment, order or decree of any Governmental Authority to which the Company is subject.

3.13Compliance with Applicable Laws. Except as set forth on Schedule 3.13, the Company is and has been in material compliance with all Laws in connection with the conduct, ownership, use, occupancy or operation of its business and its assets, and the Company has not received notice during the past three (3) years of any violation of any Law in connection with the conduct, ownership, use, occupancy or operation of its business or its assets.

3.14Licenses and Permits. The Company holds and has held all material Permits necessary for the conduct, ownership, use, occupancy or operation of its businesses or its material assets. The Company is and has been in material compliance with all such Permits, and the Company has not received any written notice to the contrary during the past three (3) years. All such Permits are identified on Schedule 3.14 and complete and correct copies thereof have been made available to Buyer.

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3.15Health, Safety and Environment.

(a)The Company is and has been in material compliance with all Environmental and Safety Requirements.

(b)The Company has not been subject to, nor has received any written notice of, any Proceeding related to the presence or alleged presence of Hazardous Materials in, under, or upon or migrating to or from any real property currently or formerly owned, leased, or used by (i) the Company or any of its predecessors, or (ii) any Person that has, at any time, transported, treated, stored or disposed of Hazardous Material on behalf of the Company or any of its predecessors.

(c)There (i) are no present events, conditions, circumstances, activities, practices, incidents, or actions, (ii) with respect to any period of time during which the Company owned or occupied any real property used in the conduct of the Company’s business, have been no past events, conditions, circumstances, activities, practices, incidents, or actions, that would reasonably be expected to (x) interfere with or prevent continued compliance with any Environmental and Safety Requirements by the Company, or (y) give rise to any material Liability of the Company under any Environmental and Safety Requirements or related common law theories.

(d)Seller has provided Buyer with true and complete copies of all environmental assessments, reports, manifests and environmental data in Seller’s or the Company’s possession or control pertaining to the Company, its business, its assets or any real property used at any time in the conduct of its business.

3.16Taxes.

(a)The Company has timely and properly filed and been included in all Tax Returns required to be filed by it or in which it is required to be included with respect to Taxes, taking into account any extension of time to file granted to or obtained on behalf of the Company. All such Tax Returns are true, correct and complete in all material respects. The Company has timely and properly paid when due all material Taxes required to be paid by the Company or with respect to the Business Assets, whether or not shown on such Tax Returns. No Tax deficiencies for any Taxes that remain unpaid have been asserted in writing against the Company.

(b)All Tax deficiencies that have been claimed, proposed, or asserted in writing by any Governmental Authority against the Company have been fully paid or finally settled.

(c)Except as set forth on Schedule 3.16(c), to the Knowledge of the Company, no Tax audits or administrative or judicial Tax proceedings are being conducted with respect to the Company. The Company has not received from any Governmental Authority any (i) written notice indicating an intent to open an audit or other review with respect to Taxes, (ii) written request for information related to Tax matters, or (iii) written notice of deficiency or

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proposed adjustment for any amount of Tax. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, remains in effect.

(d)No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that the Company may be subject to taxation by that jurisdiction. Schedule 3.16(d) sets forth each jurisdiction in which the Company is required to file Tax Returns or pay Taxes.

(e)There are no Liens (other than Permitted Liens) on any of the Business Assets.

(f)The Company has timely and properly withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, equity interest holder, or other third party, and all IRS Forms W‑2 and 1099 required with respect thereto have been properly completed and timely filed. The Company has consistently treated any workers that it treats as independent contractors (and any similarly situated workers) as “independent contractors” for purposes of Section 530 of the Revenue Act of 1978.

(g)The Company is not a party to any Tax allocation, Tax sharing, Tax distribution or Tax indemnification agreement or arrangement.

(h)The Company has no Liability for Taxes of another Person under Treasury Regulation Section 1.1502‑6, as a transferee or successor, by contract, or otherwise.

(i)The Company is not the beneficiary of any Tax incentive or Tax holiday.

(j)The Company has not ever been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(k)The Company has timely and properly collected and maintained all resale certificates, exemption certificates and other documentation required to qualify for any exemption from the collection of sales Taxes imposed on or due from the Company.

(l)None of the assets of the Company are an interest in an entity or arrangement classified as a partnership for United States federal, state or local Income Tax purposes.

(m)The aggregate unpaid Taxes of the Company did not, as ofNovember 30, 2013, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet. The Company has no Liability for unpaid Taxes accruing after November 30, 2013 except for Taxes arising in the ordinary course of business consistent with past practice or attributable to the transactions contemplated by this Agreement.

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(n)The Company is not a party to any agreement or arrangement that would reasonably be expected to result, separately or in the aggregate, in the actual or deemed payment of any “excess parachute payments” within the meaning of Section 280G of the Code (or any comparable provision of state or local Law).

(o)The Company has never participated in any “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b).

(p)The Company has not requested or received a ruling from any Governmental Authority or signed any binding agreement with any Governmental Authority that would reasonably be expected to impact the amount of Tax due from the Company after the Closing Date.

(q)Neither Buyer nor any of its Affiliates (including following the Closing, for the avoidance of doubt, the Company) will be required to include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date with respect to the Company; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed by the Company on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign Income Tax law) or excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign Income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date by the Company; (v) prepaid amount received on or prior to the Closing Date by the Company; (vi) interest held by the Company in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Closing Date pursuant to Section 951 of the Code, (vii) election by the Company pursuant to Section 108(i) of the Code (or any corresponding or similar provision of state, local or foreign Tax law), or (viii) debt instrument held by the Company on or before the Closing Date that was acquired with “original issue discount” as defined in Section 1273(a) of the Code or is subject to the rules set forth in Section 1276 of the Code.

(r)The Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

(s)Each Employee Benefit Plan that is a “non-qualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) and any award thereunder, in each case that is subject to Section 409A of the Code has been administered and drafted or amended, in such a manner so that the additional tax described in Section 409A(1)(B) of the Code will not be assessed against any individual participating in any such non-qualified deferred compensation plan with respect to benefits due or accruing thereunder. No Employee Benefit Plan that would have been a Nonqualified Deferred Compensation Plan subject to 409A of the Code but for the effective date

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provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the “ACJA”), has been “materially modified” within the meaning of Section 885(d)(2)(B) of the ACJA after October 3, 2004.

(t)After giving effect to the Restructuring, the Company does not have any Subsidiaries.

(u)The Company is, and has been since its formation, a “C corporation” as that term is defined in Section 1361(a) of the Code (and any comparable or similar applicable provision of state, local or foreign Income Tax Law).

3.17Insurance Policies. Schedule 3.17(a) contains a true and complete list of all insurance policies to which the Company is a party or which provide coverage to or for the benefit of or with respect to the Company or any director, manager, officer or employee of the Company in his or her capacity as such (the “Insurance Policies”), indicating in each case the type of coverage, name of the insured, the insurer, the expiration date of each policy and the amount of coverage. True and complete copies of all such Insurance Policies have been made available to Buyer. Schedule 3.17(a) also describes any self-insurance or co-insurance arrangements by or affecting the Company or any director, manager, officer or employee of the Company in his or her capacity as such, including any reserves established thereunder. Each Insurance Policy is in full force and effect. The Company is current in all premiums or other payments due under the Insurance Policies and has otherwise complied in all material respects with all of its obligations under each Insurance Policy. The Company has given timely notice to the insurer of all material claims that may be insured thereby under any Insurance Policy. During the past three (3) years, the Company has not been refused any insurance by, nor has coverage been limited by, any insurance carrier with which the Company has carried insurance or any other insurance carrier to which the Company has applied for insurance, and no insurer has issued a reservation of rights or denial of coverage for claims or incidents which could give rise to a claim under any Insurance Policy. No Insurance Policy provides for any retrospective premium adjustment or other experience based liability on the part of the Company.

3.18Employee Benefit Plans.

(a)Except as set forth on Schedule 3.18, neither the Company nor any ERISA Affiliate have ever maintained, sponsored, adopted, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to, or has any other Liability with respect to, any “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA), “Multi-Employer Plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA), pension plan, plan of deferred compensation, medical plan, life insurance plan, long-term disability plan, dental plan, “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or other plan, program, arrangement or trust providing for or funding the welfare of any of the employees or former employees or beneficiaries thereof of the Company, personnel policy (including vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including stock options, restricted stock, stock bonus and deferred bonus plans), severance agreement, salary reduction

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agreement, change-of-control agreement, employment agreement, consulting agreement or any other benefit, program or Contract, whether or not written or pursuant to a collective bargaining agreement, (each an “Employee Benefit Plan,” and collectively, the “Employee Benefit Plans”). No Employee Benefit Plan that provides severance benefits is subject to ERISA.

(b)Neither the Company nor any ERISA Affiliate has at any time participated in or made contributions to or has had any other Liability or potential Liability with respect to a plan which is or was (i) a “multiemployer plan” within the meaning of ERISA Section 3(37) or 4001(a)(3), (ii) a “multiple employer plan” within the meaning of ERISA Section 4063 or 4064 or Code Section 413(c), (iii) a “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40) (or other plan, program, arrangement or trust providing for or funding the welfare of any of the employees or former employees or beneficiaries thereof of the Company), or (iv) a plan subject to Section 302 or Title IV of ERISA or Code Section 412.

(c)Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter or opinion letter from the IRS that such Employee Benefit Plan is so qualified, and to the Knowledge of the Company, nothing has occurred since the date of such determination letter or opinion letter that would cause such determination letter or opinion letter to become unreliable.

(d)Each Employee Benefit Plan has been and is operated and funded in such a manner as to qualify, where appropriate, for both federal and state purposes, for Income Tax exclusions to its participants, Tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto.

(e)There are no actions, suits, investigations or claims pending or, to the Knowledge of the Company, threatened with respect to any Employee Benefit Plan, or the assets thereof (other than routine claims for benefits), and there are, to the Knowledge of the Company, no facts which would be reasonably likely to give rise to any Liability, action, suit, investigation, or claim against any Employee Benefit Plan, any fiduciary or plan administrator or other person dealing with any Employee Benefit Plan or the assets thereof.

(f)No Employee Benefit Plan is under audit or investigation by, or is the subject of a proceeding with respect to, any Governmental Entity, including the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation.

(g)Each of the Employee Benefit Plans and all related trusts, insurance contracts and funds have been maintained, funded and administered, in all material respects, in compliance with their terms and the terms of any applicable collective bargaining agreement, and in compliance in all material respects with the applicable provisions of ERISA, the Code, and any other applicable Law. With respect to each Employee Benefit Plan, all required payments, premiums, contributions, distributions or reimbursements for all periods ending prior to or as of the date hereof have been timely made or properly accrued.

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(h)Neither the Company, Seller nor any other “disqualified person” (within the meaning of Section 4975 of the Code) nor any “party in interest” (within the meaning of Section 3(14) of ERISA) has engaged in any nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any of the Employee Benefit Plans which could subject any such Employee Benefit Plans, the Company or any officer, director or employee of the Company to any Liability or any penalty or Tax under Sections 409, 502(c), 502(i), 502(l) or 4971 of ERISA or Chapter 43 of the Code.

(i)Each Employee Benefit Plan that is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (collectively, “COBRA”) and/or the requirements of the Health Insurance Portability and Accountability Act of 1986, as amended (“HIPAA”), has been administered, in all material respects, in compliance with such requirements. No Employee Benefit Plan provides post-retirement medical or life or other welfare benefits to any current or future retired or terminated employee (or any dependent thereof) of the Company other than as required pursuant to COBRA.

(j)With respect to each Employee Benefit Plan, the Company has provided Buyer the most recent complete and correct copies of (to the extent applicable): (i) all material documents pursuant to which the Employee Benefit Plan is maintained, funded and administered (including, without limitation, the plan and trust documents, any amendments thereto, the summary plan descriptions, any summaries of material modifications and any insurance contracts or service provider agreements and any amendments thereto); (ii) the two most recent annual reports, actuarial reports and/or financial reports; (iii) the three most recent annual reports (IRS Form 5500 series) filed with the United States Department of Labor (with all applicable attachments); (iii) the most recent determination letter or opinion letter, if any, received from the IRS; (iv) any material communication to or from any Governmental Authority or to or from any Employee Benefit Plan participant, including a written description of any oral communication; and (v) any comparable documents with respect to Employee Benefit Plans subject to any foreign Laws that are required to be prepared and filed under the applicable Laws of such foreign jurisdiction.

(k)All required material reports with respect to each Employee Benefit Plan have been timely and accurately filed with the IRS, the United States Department of Labor and the Pension Benefit Guaranty Corporation and, as appropriate, provided to participants in the Employee Benefit Plan.

(l)Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or in conjunction with any event) (i) constitute an “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any director, consultant, employee or former employee of any of the Company, (ii) increase any benefits otherwise payable under any Employee Benefit Plan, or (iii) result in any acceleration of the time of funding, payment or vesting of any such benefits.

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(m)To the Knowledge of the Company, no communication or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan.

(n)The Company has, for purposes of each relevant Employee Benefit Plan, correctly classified those individuals performing services for the Company as common law employees, leased employees, independent contractors or agents of the Company.

3.19Employees; Labor Relations. Schedule 3.19(a) lists the current employees and independent contractors engaged in the Business, setting forth the name, title and total annual compensation (including bonuses) for such Person. Except for the employees set forth on Schedule 3.19(b) whose employment is being transferred to Seller in connection with the Restructuring, no current employee of the Business has given notice of his or her intent to terminate such employment and no notice of termination has been given to any employee by the Company. There have not been any “employment losses” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) within the past six (6) months. The Company is not a party to or obligated with respect to any collective bargaining agreements or Contracts with any labor union or other representative of employees. No strike or union organizational activity or other similar occurrence (whether or not resolved) has occurred at any time during the past three (3) years or is pending or, to the Knowledge of the Company, threatened against the Company. The Company is not and has not been a party to or otherwise bound by any judgment, citation, decree or order by any Governmental Authority relating to employees or employment practices, and there are no Governmental Authority conciliation agreements, noncompliance findings or audits pending or in effect with respect to employees or employment practices of the Company.

3.20Transactions with Related Parties. No Related Party has any direct or indirect financial interest in (1) any material customer or supplier of the Company or (1) any Business Assets (including any Intellectual Property) (other than in such Related Party’s capacity as an equityholder in the Company, if applicable). Schedule 3.20(a) sets forth the parties to and the date, nature and amount of each Related Party Transaction entered into since December 31, 2012 (other than (1) employment arrangements, and salary or other compensation or benefits under Employee Benefit Plans paid or payable, in the ordinary course of business consistent with past practice to employees in consideration for bona fide services performed by such employees, and (1) any Contract related to the purchase of equity securities of the Company or Seller or any Contract between stockholders of the Company in their capacity as such and relating to rights and obligations with respect to their equity interests in the Company). Except as set forth on Schedule 3.20(b), from and after the Closing Date, the Company shall have no obligation to engage in any Related Party Transaction and shall not be bound by any Material Contract or any other Contract with respect to any Related Party Transaction that is material to the Business.

3.21Real Property.

(a)The Company does not own any real property.

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(b)Schedule 3.21(b) sets forth a complete list, including an address of each leasehold or subleasehold estate or other right to use or occupy any interest in real property held by the Company (the “Real Property”) and the Real Property Leases (including all amendments, guaranties and other agreements with respect thereto) relating to each such Real Property. With respect to each Real Property, (i) the Company’s possession and quiet enjoyment under the applicable Real Property Lease has not been disturbed, (ii) the Company has not subleased, licensed or otherwise granted any person the right to use or occupy any Real Property or any portion thereof and (iii) to the Knowledge of the Company, there are no special, general or other assessments pending against the Company or affecting any Real Property that would be payable by the lessee thereof.

(c)The Real Property comprises all of the real property that is used in or otherwise related to the Business. The Real Property is in good condition and repair, ordinary wear and tear excepted. The Company has not received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that would adversely affect the insurability of any Real Property or requesting the performance of any material work or alteration with respect to any Real Property. To the Knowledge of the Company, there is no pending or threatened condemnation, expropriation or other governmental taking of any part or interest in the Real Property. To the Knowledge of the Company, the current use and occupancy of the Real Property and the operation of the Business as currently conducted thereon do not violate in any material respect any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record affecting the Real Property. To the Knowledge of the Company, no fact or condition exists that would result in the termination or impairment of presently available access from adjoining public or private streets or ways or in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Real Property.

3.22Suppliers, Publishers and Customers.

(a)Schedule 3.22(a)(i) contains a complete and correct list of the ten (10) largest suppliers to the Business by (and including) the aggregate dollar value of purchases by the Business, during the twelve month period ended November 30, 2013. Except as set forth on Schedule 3.22(a)(ii), no such supplier has terminated or adversely modified the amount, frequency or terms of the business such supplier conducts with the Business. Except as set forth on Schedule 3.22(a)(iii), the Company has not received any written notice, nor does the Company have any Knowledge, that any such supplier intends to terminate or adversely modify the amount, frequency or terms of the business such supplier conducts with the Business.

(b)Schedule 3.22(b)(i) contains complete and correct list of the two hundred (200) largest publishers of the Business by (and including) the aggregate dollar value of amounts paid to such publishers by the Business during the twelve month period ended November 30, 2013. Except as set forth on Schedule 3.22(b)(ii), no such publisher has terminated or adversely modified the amount, frequency or terms of the business such publisher conducts with the Business. Except as set forth on Schedule 3.22(b)(iii), the Company has not received any written notice, nor does the Company have Knowledge, that any such publisher

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intends to terminate or adversely modify the amount, frequency or terms of the business such publisher conducts with the Business.

3.23Bank Accounts. Schedule 3.23 is a complete and correct list of each bank or financial institution in which the Company has an account, safe deposit box or lockbox, or maintains a banking, custodial, trading or similar relationship, the number of each such account or box, and the names of all persons authorized to draw thereon or to having signatory power or access thereto.

3.24Trade Names; Business Locations. Schedule 3.24 sets forth all fictitious or trade names that the Company has been known as or used and all offices or places of business the Company has used, in each case, in the past five (5) years.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that:

4.1Buyer Organization. Buyer is a limited liability companyduly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted.

4.2Authorization.

(a)Buyer has full right, power, capacity and authority to execute and deliver this Agreement and each of the Transaction Documents to be executed and delivered thereby, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. The execution, delivery and performance by Buyer of this Agreement and each of the Transaction Documents to which Buyer is a party have been duly and properly authorized by all requisite limited liability company action in accordance with applicable Law and with the organizational documents of Buyer. This Agreement and each of the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer

(b)This Agreement and each of the Transaction Documents to which Buyer is a party, assuming the due and valid execution of such agreements by the other parties thereto, constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in Law or equity).

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4.3Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Buyer in connection with the authorization, execution, delivery and performance by Buyer of this Agreement and the Transaction Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby.

4.4No Violation. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby will not:

(a)violate or conflict with any Law in any material respect; or

(b)violate any provision of the organizational documents of Buyer.

4.5No Brokers or Finders. There are no claims for any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Buyer for which Seller could become liable.

4.6Litigation. There is no action pending, or to the knowledge of Buyer, threatened against Buyer, or any properties or rights of Buyer, that questions or challenges the validity of this Agreement or the Transaction Documents, nor any action taken or to be taken by Buyer pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, and Buyer does not know of any such action, proceeding or investigation that may be asserted.

4.7Investment Intent. Buyer is acquiring the Securities for its own account and not with a view to distribution within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

4.8Cash Resources. Buyer has, or has available to it, sufficient cash resources to perform and consummate the transactions contemplated by this Agreement.

ARTICLE 5

INDEMNIFICATION

5.1Survival. The representations, warranties, covenants and agreements contained herein shall survive the Closing. The indemnification obligations under Section 5.2 and Section 5.3 with respect to breaches of representations and warranties shall continue (i) indefinitely with respect to the representations and warranties set forth in Sections 2.1(a), 2.2, 2.5, 3.1(a), 3.2, 3.5, 4.1, 4.2 and 4.5, (ii) until thirty (30) days following the expiration of all statutes of limitation (giving effect to any waiver, mitigation or extension thereof) applicable to the matter in question with respect to the representations and warranties set forth in Sections 3.9(a), 3.16 and 3.20 and (iii) until the date that is fifteen (15) months after the Closing Date for all other representations and warranties made in Articles 2, 3 and 4; provided, however, that if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration

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of the applicable period set forth above, the indemnification obligations shall continue with respect to such claim until the final resolution and satisfaction of such claim in accordance with the provisions of this Article 5, and the Indemnifying Party shall indemnify the Indemnified Party for all Adverse Consequences incurred in respect of such claim (subject to any applicable limitations herein), regardless of when such Adverse Consequences are incurred.

5.2Indemnification by Seller.

(a)Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a);(v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”).

(b)Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

5.3Indemnification by Buyer. Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Adverse Consequences which any Seller Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise by virtue of: (1) any inaccuracy in or breach of any of the representations and warranties of Buyer contained in Article 4; (1) a breach by Buyer of any of its covenants or agreements contained in this Agreement, or (1) any Liability arising from the operation of the Business by Buyer and its Affiliates following the Closing (other than with respect to any obligation of Seller arising under the Transition Services Agreement).

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5.4Indemnification Procedure.

(a)In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice regarding such Third Party Claim to the Indemnifying Party within thirty (30) days after learning of such Third Party Claim; provided, however, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party has been materially prejudiced thereby. The Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume and control the defense thereof (subject to the limitations set forth below) by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into an agreement in form and substance reasonably satisfactory to the Indemnified Party that unconditionally guarantees the payment and performance of any Adverse Consequences which may arise with respect to such Third Party Claim.

(b)If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, and the fees and expenses of such separate counsel shall be borne by the Indemnified Party other than (i) any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party assumes control of such defense (provided that the Indemnified Party has provided notice of such Third Party Claim to the Indemnifying Party within the thirty day period contemplated by Section 5.4(a) above), and (ii) any fees and expenses of such separate counsel if the Indemnified Party has been advised in writing by a nationally recognized and reputable outside counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the defense of such Third Party Claim.

(c)Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control the defense of a Third Party Claim (and the Indemnified Party shall be entitled to maintain or assume control of the defense of such Third Party Claim) (i) if the Third Party Claim relates to or involves any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (ii) if the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party; (iii) if the Adverse Consequences relating to the Third Party Claim are reasonably likely to exceed the maximum amount of indemnification with respect to such claim that such Indemnified Party would then be entitled to recover under this Article 5; or (iv) to the extent that the Third Party Claim relates to Taxes (the defense of which shall be governed exclusively by Section 8.7(f)).

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(d)If the Indemnifying Party shall control the defense of any Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed, before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such Third Party Claim if (i) pursuant to or as a result of such settlement, consent or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, or a finding or admission of any violation of Law would be made by any Indemnified Party, or such settlement, consent or cessation would otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Indemnified Party in any material respect; or (ii) such settlement or judgment does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim.

(e)If the Indemnified Party maintains or controls the defense of any Third Party Claim as permitted herein, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed, before entering into any settlement of, consenting to the entry of any judgment with respect to, or ceasing to defend such Third Party Claim.

(f)Any claim by an Indemnified Party for indemnification hereunder may be asserted by delivering to the Indemnifying Party one or more written notices (each, a “Claim Notice”):

(i)stating that an Indemnified Party has incurred or paid, or in good faith believes that it may incur or pay Adverse Consequences;

(ii)stating, to the extent reasonably determinable, the amount of such Adverse Consequences (which, in the case of Adverse Consequences not yet incurred or paid, may be the estimated amount of the Adverse Consequences); and

(iii)specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the nature of the claim to which such Adverse Consequences are related, including to the extent then known or available, the identity and address of any third-party claimant and copies of any formal demand or complaint, the date the Adverse Consequences were incurred or paid, or the basis for any anticipated Adverse Consequences, and the basis for seeking indemnification of such Adverse Consequences under this Agreement.

(g)If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed an obligation of the Indemnifying Party hereunder, and the Indemnifying Party will be conclusively deemed to have consented to the recovery by the Indemnified Party of the full amount of the Adverse Consequences specified in the Claim Notice, and, subject to Section 5.5 below, the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand; provided that in the case of any such amount becoming payable to any Buyer Indemnified Party and subject to Section 5.5(g), to the extent the Escrow

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Funds, or any portion thereof, remains available in escrow, the Escrow Agent will make delivery of cash from the Escrow Funds to the Buyer Indemnified Party in satisfaction thereof.

(h)If the Indemnifying Party objects in writing to any claim or claims by an Indemnified Party made in any Claim Notice within the 30-day period set forth in Section 5.4(g), the parties shall attempt in good faith for 45 days after the Indemnified Party’s receipt of such written objection to resolve such objection. If the parties shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties hereto. To the extent the Escrow Funds, or any portion thereof, remains available to satisfy the indemnification obligations of Seller hereunder and subject to Section 5.5(g), the Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Funds in accordance with the terms of such memorandum.

(i)If no such agreement can be reached during the 45-day period for good faith negotiation set forth in Section 5.4(h), but in any event upon the expiration of such 45-day period, either party may bring suit in the courts of the State of Delaware as provided in Section 8.9 to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Claim Notice shall be non-appealable, binding and conclusive upon the parties hereto, and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall, subject to Section 5.5(g), distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

5.5Certain Limitations.

(a)Threshold on Adverse Consequences of Buyer Indemnified Parties.

(i)Seller shall not be liable under Section 5.2(a)(i) unless and until the aggregate Adverse Consequences incurred by the Buyer Indemnified Parties with respect to all matters for which indemnification is to be provided under the aforementioned Sections collectively exceed $168,000(the “Threshold”), in which case Seller shall be liable under Section 5.2(a)(i) for all Adverse Consequences in excess of the Threshold subject to the other limitations herein.

(ii)No claim for indemnification by any Buyer Indemnified Party pursuant to Section5.2(a)(i) shall be asserted (or otherwise considered for purposes of the Threshold) for any individual item or series of related items where the Adverse Consequences with respect to such item or series of related items are less than $10,000 (the “Per Claim Threshold”).

(iii)No claim for indemnification by any Buyer Indemnified Party pursuant to Section 5.2(a)(vi) shall be asserted (or otherwise considered for purposes of the Threshold) for any individual item or series of related items where the Adverse Consequences with respect to such item or series of related items are less than $5,000.

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(b)Threshold on Adverse Consequences of Seller Indemnified Parties. Buyer shall not be liable under Section 5.3(a) unless the aggregate Adverse Consequences incurred by the Seller Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 5.3(a) exceed the Threshold, in which case Buyer shall be liable under Section 5.3(a) for all Adverse Consequences in excess of the Threshold; provided, however, that no claim for indemnification by any Seller Indemnified Party pursuant to Section 5.3(a) shall be asserted (or otherwise considered for purposes of the Threshold) for any individual item or series of related items where the Adverse Consequences with respect to such item or series of related items are less than or equal to the Per Claim Threshold.

(c)Cap on Adverse Consequences of Buyer Indemnified Parties. The aggregate amount required to be paid by Seller under Section 5.2(a)(i) shall not exceed $3,360,000 (the “Cap”).

(d)Cap on Adverse Consequences of Seller Indemnified Parties. The aggregate amount required to be paid by Buyer under Section 5.3(a) shall not exceed the Cap.

(e)Exceptions to Threshold and Cap. Notwithstanding anything to the contrary contained herein, (i) the limitations set forth in Sections 5.5(a) through (d) shall not apply to Adverse Consequences arising out of, relating to or otherwise resulting from, directly or indirectly, any breach of a Fundamental Representation and (ii) no indemnification payment made by any Indemnifying Party arising out of, relating to or otherwise by virtue of, directly or indirectly, any breach of any Fundamental Representation shall be considered in determining whether the Threshold or the Cap has been exceeded.

(f)Payment of Certain Indemnification Claims. The Buyer Indemnified Parties shall first seek recovery of Adverse Consequences indemnifiable by the Seller pursuant to Section 5.2(a)(i) (other than with respect to breaches of Fundamental Representations) from the Escrow Funds.

(g)Notwithstanding anything to the contrary contained herein, but subject to all other limitations set forth herein, the aggregate amount required to be paid by any Party under this Article 5 shall not exceed the Base Amount.

(h)Payment of Indemnification Claims. The Buyer Indemnified Parties shall first seek recovery of any Adverse Consequences indemnifiable by the Seller hereunder from the Escrow Funds; provided however that if (i) any cash from the Escrow Fund is distributed to Buyer Indemnified Parties with respect to any Special Claim, and (ii) the balance in the Escrow Funds is insufficient to satisfy all claims for indemnification for matters that are not Special Claims (the amount by which the amount held in the Escrow Funds is deficient for such matters, the “Deficiency Amount”), then Seller shall be liable to pay the Deficiency Amount to the Buyer Indemnified Parties subject to the other limitations set forth in this Article 5. If recourse to the Escrow Funds is insufficient to fully compensate or reimburse the Buyer Indemnified Parties for Adverse Consequences resulting from a Special Claim, then, solely to the extent that such recourse to the Escrow Funds is not sufficient, the Buyer Indemnified Parties may, subject to the other limitations set forth in this Article 5, seek further recourse directly

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against the Seller for such Adverse Consequences. Notwithstanding the foregoing, Buyer may seek payment directly from Seller, without first seeking recovery from the Escrow Funds, for indemnification for Adverse Consequences arising under clauses (ii), (iii) or (v) of Section 5.2(a).

(i)No Duplication of Recovery. Any liability for payment of indemnification hereunder shall be determined without duplication of recovery of amounts due in connection therewith by reason of the specific facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, or agreement hereunder or being recoverable under more than one specific indemnity hereunder.

(j)Notwithstanding anything herein to the contrary, no Indemnifying Party shall, in any event, be liable to any Indemnified Party for, and Adverse Consequences shall not include, any punitive damages, other than with respect to any such punitive damages to the extent awarded to a third party with respect to a Third Party Claim that is indemnifiable by the Indemnifying Party hereunder.

(k)Seller shall not be liable for any Adverse Consequences of the Buyer Indemnified Parties to the extent that such Adverse Consequences have been specifically accrued or reserved for in the Closing Schedule that is used for the calculation of the Final Net Working Capital (and that is not a general accrual (i.e., an accrual or reserve based on a general formula and not based on specific events or transactions) for the category of such Liability or Adverse Consequence).

(l)In the event that Buyer, the Company or any other Indemnified Party receives a payment in reimbursement or otherwise in respect of an Adverse Consequence from a third party as to which an Indemnifying Party has previously made a payment to an Indemnified Party hereunder, the applicable Indemnified Party shall promptly pay over to the applicable Indemnifying Party the lesser of (i) such amount received from the third party (net of reasonable expenses incurred by the Indemnified Party in obtaining such payment) and (ii) the amount paid by the Indemnifying Party to the applicable Indemnified Parties with respect to such Adverse Consequence. An Indemnified Party shall use commercially reasonable efforts to seek recovery for any Adverse Consequence against any third party who may be obligated to compensate or reimburse such Indemnified Party with respect thereto unless such Indemnified Party reasonably determines in good faith that recovery would be unlikely or that seeking such recovery would materially and adversely affect the Business or otherwise materially and adversely impact a material business relationship of the Company and provided that in no event shall any Indemnified Party have any obligation to commence any litigation in order to fulfill any obligations under this Section 5.5. To the extent that an Indemnified Party is not required to, and does not, pursue and obtain recovery from such third party in accordance with the foregoing sentence, Buyer shall use commercially reasonable efforts to cause all rights of the Indemnified Party against such third party to be assigned to Seller such that Seller may pursue such third party directly for recovery of Adverse Consequences indemnified by Seller hereunder unless such third party is a publisher or advertiser with whom the Company then has a business

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relationship, in which case, the Indemnified Party shall have no obligation to make any such assignment.

(m)An Indemnified Party shall use commercially reasonable efforts to seek recovery for any Adverse Consequence under any applicable insurance policy held by such Indemnified Party unless such Indemnified Party reasonably determines in good faith that recovery would be unlikely and provided that no Indemnified Party shall have any obligation to commence any litigation in order to fulfill any obligations under this Section 5.5; provided, however, that for the avoidance of doubt nothing in this Section 5.5(m) shall require an Indemnified Party to seek recovery under any applicable insurance policy prior to making a claim for indemnification hereunder. If an Indemnified Party actually receives insurance proceeds (an "Insurance Recovery") in connection with a matter for which it has made an indemnification claim under Section 5.2(a), then any amount owed to such Indemnified Party under Section 5.2(a) in connection with such claim would be reduced, to the extent related to the Insurance Recovery, by the applicable amount of such Insurance Recovery actually received, net of any reasonable costs and expenses, deductibles and retentions (such net amount, a “Net Recovery”). If an Indemnified Party actually receives any Insurance Recovery after being indemnified with respect to all or a portion of any Adverse Consequences, the Indemnified Party shall without duplication pay to the Indemnifying Party (or, if applicable, return to the Escrow Fund if payment was made from the Escrow Fund) the lesser of (i) the amount of the Net Recovery to the extent related to such Adverse Consequences and (ii) the amount paid by the Indemnifying Party (either directly or, if applicable, through the Escrow Fund) to the Indemnified Party with respect to such Adverse Consequences.

(n)Notwithstanding anything herein to the contrary, Seller shall not be liable to indemnify any Indemnified Party for Adverse Consequences with respect to any indemnifiable Liability pursuant to Section 5.2(a)(vi) unless such Indemnified Party shall have delivered a Claim Notice with respect to such Liability to Seller within one year of such Indemnified Party becoming aware of such Liability.

(o)Notwithstanding anything herein to the contrary in this Agreement, the Contribution Agreement or the Buyer Transition Services Agreement, but subject to all other limitations set forth herein or therein, the cumulative liability of Seller under all of such agreements, taken together, shall not exceed the Base Amount.

5.6Materiality Qualifiers. For purposes of determining (a) whether a breach of a representation or warranty exists for purposes of Section 5.2(a)(i) or Section 5.3(a), (b) the amount of Adverse Consequences arising from such a breach for which the Buyer Indemnified Parties or the Seller Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Per Claim Threshold or Threshold have been exceeded, each representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “material adverse effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from such representation or warranty).

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5.7Indemnification as Sole Remedy. The indemnification provided for in this Article 5 shall be the sole and exclusive remedy and recourse of the Parties for any breach of this Agreement. Notwithstanding anything in this Agreement to the contrary, (a) in the case of fraud or willful misconduct, the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise, without giving effect to any of the limitations contained herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement.

5.8Investigation. The representations, warranties, covenants and agreements contained herein, and any Person’s right to indemnification or other remedies with respect thereto, shall not be affected or deemed waived by reason of (a) any investigation made by or on behalf of such Person or any of its Representatives or the fact that such Person or any of its Representatives knew or should have known at any time that any such representation or warranty is, was or might be inaccurate, or that any such covenant or agreement was, or may have been breached, in each case, at any time, whether before or after the execution and delivery of this Agreement or the Closing, or (b) such Person’s waiver of any condition to the Closing or participation in the Closing.

5.9Payment. If any amount owed under this Article 5 is not paid within ten (10) business days of a final settlement among the Indemnifying Parties and the Indemnified Parties or upon a final adjudication determined by a court of competent jurisdiction that an indemnification obligation is owing by the Indemnifying Party to the Indemnified Party (either, a “Final Determination”), such amount shall bear interest at the rate of eight percent (8%) per annum, or, if less, the maximum rate permitted by applicable Law, and the Indemnifying Party shall reimburse the Indemnified Party for any and all costs or expenses of any nature or kind whatsoever (including reasonable legal fees) incurred in seeking to collect any amount arising as a result of the Final Determination, and no limitation in this Article 5 shall apply to any such interest or reimbursement. If any amount owed under this Article 5 is not paid within thirty (30) days of a Final Determination, an Indemnified Party may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Indemnified Party or any of its Affiliates to the Indemnifying Party or any of its Affiliates. In each case, the exercise of such right to set off shall not constitute a breach of obligations of the Indemnified Party or any of its Affiliates under this Agreement or any other agreement with the Indemnifying Party or any of its Affiliates.

5.10Purchase Price Adjustment. Any indemnification received under this Article 5 and any payments under Sections 1.4(b) or 1.4(f) shall be treated by Buyer, Seller and their respective Affiliates, to the extent permitted by Law, as an adjustment to the Purchase Price.

ARTICLE 6

CLOSING

6.1Closing. Unless this Agreement shall have been terminated in accordance with Section 7.4 below and subject to the satisfaction of the conditions set forth in ARTICLE 7, the

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closing (the “Closing”) of the transactions contemplated by this Agreement shall be by electronic mail and overnight courier service, or by physical exchange of documentation at the offices of Paul Hastings LLP, 191 North Wacker Drive, 30th Floor, Chicago, Illinois 60606, on the second (2nd) Business Day following satisfaction or waiver of the conditions to Closing set forth in ARTICLE 7 or at such other time or place as the Parties shall mutually agree (the “Closing Date”).

6.2Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

(a)a certificate executed and delivered by the Secretary or comparable representative of the Company and Seller, attesting and certifying as to (i) the organizational documents of the Company or Seller, and the certificate of incorporation or comparable organizational document of the Company or Seller shall be also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) in the case of Seller, copies of resolutions of the board of directors and its equity holders adopting and authorizing the transactions contemplated by this Agreement and the Transaction Documents to which Seller is a party;

(b)a certificate of good standing for the Company and Seller issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, each other jurisdiction where the Company is qualified to do business and, with respect to the Company, the State of Illinois;

(c)a certificate of an officer of Seller and the Company stating that the conditions set forth in Section 7.1 and Section 7.2 have been satisfied;

(d)payoff letters for each instrument of Indebtedness from the obligees thereunder setting forth the amounts necessary to pay off all Indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to Buyer, andevidence reasonably satisfactory to Buyer of the release of all Liens held by such obligees against the property of the Company;

(e)a certificate of an officer of Seller setting forth the amount necessary to pay off all Seller Transaction Expenses as of the Closing Date (including an itemized list of each such expense and the Person to whom such expense is owed);

(f)the minute book, stock ledgers and stock records or comparable records of the Company since the effective date of the Restructuring;

(g)original certificates representing the Securities to the extent they are certificated, and stock powers or assignments evidencing the conveyance of the Securities duly executed in blank;

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(h)a non-foreign affidavit dated as of the Closing Date from Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that Seller is not a "foreign person" as defined in Section 1445 of the Code;

(i)Form 8023 executed by Seller, making the Section 338(h)(10) Election for the sale and acquisition of the Securities;

(j)a properly completed and duly executed statement making the Section 336(e) Election for the sale and acquisition of the Securities in form and substance required under Treasury Regulation Sections 1.336-(h)(5)-(6);

(k)a properly executed binding agreement between Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Securities;

(l)resignations from each of the officers and directors of each of the Company;

(m)a Seller Transition Services Agreement, substantially in the form of Exhibit B hereto, duly executed by Seller;

(n)a Buyer Transition Services Agreement, substantially in the form of Exhibit C hereto, duly executed by Seller;

(o)evidence of the assignment to Seller of, and the release of the Company from all obligations under, that certain Sublease Agreement (the “San Francisco Lease”), dated January 14, 2013, by and between the Company and SB Architects, Inc. with respect to the office space located at One Beach Street, Suite 301, San Francisco, California;

(p)the Amendment to the Subordinated Convertible Promissory Notes and Warrants to Purchase Stock, duly executed by the Company, Seller and such holders of 2013 Notes and Warrants as is required to validly effect such amendment agreement with respect to the 2013 Notes and Warrants (provided, however, that the Company shall use commercially reasonable efforts to have such Amendment signed by all of the holders of the 2013 Notes and Warrants);

(q)option assumption agreements and/or equity assumption agreements in the forms attached hereto as Exhibit D-(1)(a), Exhibit D-(1)(b); Exhibit D-(2), Exhibit D-(3)(a), Exhibit D-(3)(b) and Exhibit D-(3)(c) duly executed by those holders of options or other rights to acquire capital stock of the Company that are outstanding as of immediately prior to the Closing and listed on the aforementioned Exhibits;

(r)a warrant assumption agreement in the forms attached hereto as Exhibit E-(1), Exhibit E-(2) and Exhibit E-(3), duly executed by the Company, Seller and those holders of warrants exercisable for capital stock of the Company (other than the 2013 Warrants) that are outstanding as of immediately prior to the Closing and listed on the aforementioned Exhibits;

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(s)a Restrictive Covenant Agreement in the form attached hereto as Exhibit F hereto, duly executed by John Battelle;

(t)evidence of termination of those agreements listed on Schedule 6.2(t);

(u)execution and delivery of the Assignment and Assumption Agreement in the form attached hereto as Exhibit G by Seller and the Company;

(v)the amendment and restatement by the Company of its Certificate of Incorporation to be in the form of Exhibit H hereto;

(w)the Escrow Agreement, substantially in the form of Exhibit I hereto, duly executed by Seller; and

(x)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement.

All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

Notwithstanding anything to the contrary herein, the requirement for the deliverables set forth in Section 6.2(q) and 6.2(r) above shall be deemed satisfied in the event that the executed option assumption agreements and/or equity assumption agreements and warrant assumption agreements delivered by Seller cover all but 27,000 of the shares of capital stock of the Company that are issuable as of immediately prior to the Closing upon exercise of the options, equity interests and warrants described in Section 6.2(q) and 6.2(r) and the Exhibits related thereto, and provided that, following the Closing, Seller shall use reasonable efforts to obtain and deliver to Buyer executed option assumption agreements and/or equity assumptions agreements and/or warrant assumption agreements with respect to such remaining shares of capital stock of the Company for which such agreements are not obtained prior to the Closing; provided, further, that the foregoing shall not in any manner amend or modify, or otherwise impair any rights with respect to a breach of, the representations and warranties set forth in Section 3.2.

6.3Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller:

(a)federal funds wire transfer(s) in accordance with Section 1.3;

(b)a certificate of an officer of Buyer stating that the conditions set forth in Section 7.1 and Section 7.3 have been satisfied;

(c)a Seller Transition Services Agreement, duly executed by Buyer; and

(d)a Buyer Transition Services Agreement, duly executed by Buyer;

(e)the Escrow Agreement, duly executed by Buyer;

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(f)a Form 8023 executed by Buyer, making the Section 338(h)(10) Election for the acquisition of the Securities; and

(g)such other documents and instruments as Seller may reasonably require in order to effectuate the transactions that are the subject of this Agreement.

All documents and instruments delivered to Seller shall be in form and substance reasonably satisfactory to Seller.

ARTICLE 7

CONDITIONS TO CLOSING; TERMINATION

7.1Conditions to Each Party's Obligations. The respective obligations of Buyer and Seller to consummate the transactions contemplated hereby are subject to the satisfaction (or waiver of both Parties in their sole discretion) of the following conditions, and promptly following the satisfaction or waiver of the following conditions Buyer and Seller shall, subject to satisfaction or waiver of the conditions set forth in Sections 7.2 and 7.3, cause the Closing to occur:

(a)(i) there shall not be in effect any order, decree, ruling, injunction (whether temporary, preliminary or permanent) or other legal restraint or prohibition issued by any Governmental Authority of competent jurisdiction that has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting consummation of the transactions contemplated hereby or affecting adversely in any material respect the right of Buyer to own the Securities, (ii) there shall not be any Law or order, decree or ruling enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal, and (iii) no Proceeding shall be pending which would reasonably be expected to have the effect of making the transactions contemplated hereby illegal or otherwise prohibiting consummation of the transactions contemplated hereby.

7.2Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions, and promptly following the satisfaction by Seller or waiver by Buyer of the following conditions Buyer shall, subject to satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.3, cause the Closing to occur:

(a)Each of the representations and warranties of Seller set forth in this Agreement that are subject to materiality or Material Adverse Effect or similar qualifications shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made on and as of such date (except for any such representations and warranties which address matters only as of a specified date, which representations and warranties shall be true and correct as of such specified date), and each of the representations and warranties of Seller set forth in this Agreement that are not subject to materiality or Material Adverse Effect or similar qualifications shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though such

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representations and warranties were made on and as of such date (except for any such representations and warranties which address matters only as of a specified date, which representations and warranties shall be true and correct in all material respects as of such specified date) (without taking into account any disclosures to Buyer pursuant to Section 8.4 hereof)).

(b)Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date.

(c)Seller shall have delivered, or caused to be delivered, to Buyer the documents set forth in Section 6.2.

(d)The Restructuring shall have been consummated.

(e)Since the Agreement Date, no Material Adverse Effect shall have occurred.

7.3Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Seller in its sole discretion) of the following further conditions, and promptly following the satisfaction by Buyer or waiver by Seller of the following conditions Seller shall, subject to satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.2, cause the Closing to occur:

(a)Each of the representations and warranties of Buyer set forth in this Agreement that are subject to materiality or similar qualifications shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made on and as of such date (except for any such representations and warranties which address matters only as of a specified date, which representations and warranties shall be true and correct as of such specified date), and each of the representations and warranties of Buyer set forth in this Agreement that are not subject to materiality or similar qualifications shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made on and as of such date (except for any such representations and warranties which address matters only as of a specified date, which representations and warranties shall be true and correct in all material respects as of such specified date) (without taking into account any disclosures made by Buyer pursuant to Section 8.4 hereof)).

(b)Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date.

7.4Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, prior to the Closing:

(a)by the mutual written consent of Seller and Buyer;

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(b)by Buyer, if a breach or failure to perform any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement shall have occurred which is incapable of being cured and renders impossible the satisfaction of one or more of the conditions to the obligations of Buyer to consummate the Closing contemplated by this Agreement as set forth in Section 7.2 above and Buyer is not then in material breach of any provision of this Agreement;

(c)by Seller, if a breach or failure to perform any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement shall have occurred which is incapable of being cured and renders impossible the satisfaction of one or more of the conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Section 7.3 and Seller is not then in material breach of any provision of this Agreement; or

(d)by Buyer or Seller if the Closing shall not have occurred on or before February 15, 2014, unless the failure of the Closing to occur shall be due to the failure of the Party seeking to terminate this Agreement to perform in any material respect its obligations under this Agreement required to be performed by it at or prior to the Closing.

7.5Effect of Termination. In the event of termination of this Agreement as provided above, this Agreement shall immediately terminate and have no further force and effect, except that (a) the covenants and agreements set forth in this Section 7.5 and ARTICLE 9 shall survive such termination indefinitely and (b) nothing in Section 7.4 or this Section 7.5 shall be deemed to release any party from any liability for any willful breach by such party of the terms and provisions of this Agreement.

ARTICLE 8

COVENANTS AND OTHER AGREEMENTS

8.1Conduct of Business. Except in connection with the Restructuring and except as Buyer may otherwise consent to in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing, Seller shall, and shall cause the Company to, (a) conduct the Business only in the ordinary course consistent with past practices; (b) maintain its properties and equipment in sufficient operating condition and repair to enable it to conduct the Business in all material respects in the manner in which it is currently conducted, except for maintenance or repair required by reason of fire, flood, earthquake or other acts of God; (c) not issue any capital stock or other equity interest, or any options, warrants or other rights of any kind to purchase any capital stock or other equity interest, in the Company; (d) not enter into or amend any Employee Benefit Plan and not increase the rate or terms of compensation or benefits payable or to become payable by it to any of the directors, officers or employees of the Business; (e) use its reasonable efforts to preserve its relationships with the publishers, suppliers, customers, licensors and licensees of the Business; (f) not mortgage, pledge or subject to any Lien (other than any Permitted Lien) any Business Asset; (g) not settle any dispute regarding Taxes, file any amended Tax Return, or make any Tax election with respect to the Company; (h) not enter into, amend or take action to terminate any Material Contract other

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than in the ordinary course of the Company’s business with respect to publisher agreements; (i) not enter into any employment agreement except in connection with the hire of new employees for open requisitions related to the Business as of the date of this Agreement; and (j) not take any action that would cause any of the representations and warranties in Section 3.8 to no longer be true and correct as of the Closing Date.

8.2Exclusivity. Seller shall not (and shall cause the Company and its other Affiliates, representatives, officers, managers, employees, directors and agents not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby or in connection with the Restructuring) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company, (b) merger or consolidation involving the Company, (c) purchase or sale of any assets, capital stock (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock) of the Company (other than the purchase and sale of assets in the ordinary course of business consistent with past practice ), or (d) similar transaction or business combination involving the Company or its business or assets (each of the foregoing transactions described in clauses (a) through (d), a "Company Transaction") or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates or other than in connection with the Restructuring) to do or seek to do any of the foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction.

8.3Access to Records. At any time after the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.4, Seller shall permit, and shall cause the Company to permit, Buyer, through its employees and representatives, to enter upon and make such reasonable investigation of the assets, properties, business and operations of the Company and the Business, and such examination of the books and records, financial condition and operations of the Company and the Business as Buyer may reasonably request. Any such investigation and examination shall be conducted at reasonable times upon reasonable prior notice to Seller and under reasonable circumstances. Notwithstanding anything to the contrary contained in this Agreement, such investigation shall not unreasonably interfere with the business operations of the Company.

8.4Notice of Developments. Each Party shall give prompt written notice to the other Party of (a) any breach of any of its representations or warranties contained in ARTICLE 2, ARTICLE 3 or ARTICLE 4, as the case may be, that would cause any of the conditions to closing set forth in ARTICLE 7 not to be satisfied, (b) any breach of any covenant hereunder by such party and (c) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement.

8.5Third Party Notices and Consents. Seller shall, and shall cause the Company to, give all required notices to third parties and shall use commercially reasonable efforts to obtain all required third party consents in connection with the matters contemplated by this Agreement.

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8.6Restrictive Covenants.

(a)Confidentiality. From and after the date hereof, (i) Seller and its Affiliates will refrain from using or disclosing, and will take all commercially reasonable steps to prevent unauthorized use or disclosure of, any FM Confidential Information, and (ii) Buyer and its Affiliates will refrain from using or disclosing, and will take all commercially reasonable steps to prevent unauthorized use or disclosure of, any Lijit Confidential Information. In the event that a Party reasonably believes after consultation with counsel that such party or its Affiliate is required by applicable Law or bona fide legal process to disclose any Confidential Information, such Party or such Affiliate may disclose only such Confidential Information as may be legally required, provided that it (i) provides the other Party with prompt notice before such disclosure so that such other Party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperates with such other Party in attempting to obtain such order or assurance.

(b)Non-Competition. Seller covenants and agrees that during the period beginning on the Closing Date and ending upon the second (2nd) anniversary of the Closing Date (the “Term”), Seller and its controlled Affiliates will not, and will cause their directors, officers and employees (solely while acting in their capacities as such directors, officers and/or employees) not to, directly or indirectly, engage or participate in any manner (as an owner, equity holder, financing source, agent, representative, consultant, service provider or otherwise) in any business that (i) engages in any direct sales activities with respect to any form of monetized media derived from impressions or placements with digital media publishers in any format, including display, video, text links or “pay-per-click” or (ii) recruits publishers for the purpose of direct selling marketing programs using any of the foregoing digital media formats.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Seller or its controlled Affiliates in any respect from: (A) engaging in automated buying and selling of any form of media in any format to buyers and sellers of advertising that (x) is executed solely through biddable and non-biddable (provided that such non-biddable media is for non-guaranteed placement and is preemptible) digital exchanges, ad networks, digital sales platforms (“DSP”) or trading desks (collectively, “Programmatic Advertising”) and (y) does not include any form of direct buying or selling; (B) developing and marketing private digital marketplaces and audience segments to brands, agencies, publishers, ad networks, ad exchanges, data management platforms, DSPs and trading desks for, or to facilitate, in each such case, the purchase of Programmatic Advertising; (C) ad chaining third party ad networks and third party direct sellers of advertising delivered via Programmatic Advertising, so long as such ad chaining does not involve advertising inventory that has been purchased by Seller or any of its controlled Affiliates at a guaranteed price (nothing in this subsection (C) prevents Seller from enabling publishers to set floor pricing); (D) Media Trading being the simultaneous purchase and attempted sale of media by Seller through Programmatic Advertising; (E) providing Platform Services; and/or (F) owning less than two percent (2%) of any class of stock listed on a national securities exchange or traded in the over-the-counter market. Buyer and Seller agree to allocate an appropriate amount of the purchase price to the non-competition covenants contained herein in accordance with Section 8.7(g).

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(c)Non-Solicitation of Business Relationships. Without limiting the generality of the provisions of Section 8.6(b) above, Seller hereby covenants and agrees that, during the Term, Seller and its controlled Affiliates will not, and will cause their directors, officers and employees (solely while acting in their capacities as such directors, officers and/or employees) not to, directly or indirectly, solicit or initiate discussions with (or participate as an owner or equityholder in, or consultant or financing source for, any business that solicits or initiates discussions with) any publisher listed on Schedule 8.6(c) hereto (the “Restricted Publishers”), for purposes of providing goods or services (including any advertising related services) to such Restricted Publisher without the prior approval of Buyer; provided, however, that in the event that a Restricted Publisher terminates its Contract with the Company following the Closing Date, the restrictions in this Section 8.6(c) shall terminate solely with respect to such Restricted Publisher (a “Released Publisher”) on the earlier to occur of (x) the end of the Term and (y) the date that is 12 months following the effective date of such Contract termination. Seller hereby further covenants and agrees that (i) during the Term it and its controlled Affiliates shall not be a party to, or otherwise enter into or maintain, any agreement or arrangement with any Restricted Publisher (other than a Released Publisher after the applicable termination date of the restrictions set forth in this Section 8.6(c)) without the prior written consent of Buyer, and (ii) in furtherance of the foregoing, within 10 days following the Closing, Seller, Lijit and their respective controlled Affiliates shall terminate any and all contracts, agreements and arrangements with any Restricted Publisher. For the avoidance of doubt, this Section 8.6(c) prohibits Seller on behalf of itself or any of its controlled Affiliates from marketing or providing its services to any Restricted Publisher during the Term (other than to a Released Publisher after the applicable termination date of the restrictions set forth in this Section 8.6(c)).

(d)Non-Solicitation of Employees and Contractors.

(i)Seller hereby covenants and agrees that, during the Term, Seller and its controlled Affiliates will not, directly or indirectly, solicit for employment any individual that served as an employee of the Company at any time during the 6 month period prior to the Closing Date; provided, however, that the foregoing restriction on solicitations shall not restrict general solicitation of employment through advertisements or similar means that are not directed specifically at such employees.

(ii)Buyer hereby covenants and agrees that during the Term Buyer will not, directly or indirectly, solicit for employment any individual that served as an employee of Seller or Lijit as of the Closing Date; provided, however, that the foregoing restriction on solicitation shall not restrict general solicitations of employment through advertisements or similar means that are not directed specifically at such employees.

(e)Non-Disparagement. Seller hereby covenants and agrees that during the Term, Seller and its controlled Affiliates will not, directly or indirectly, (i) make any derogatory or disparaging statement or communication regarding Buyer or the Company or any of their employees, or (ii) make any specific statements identifying the Company by name or the specific transactions contemplated by this Agreement in a manner that is derogatory for the purpose of promoting the Lijit Business. Notwithstanding anything herein to the contrary, nothing in this

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Section 8.6(e) shall limit Seller’s or its controlled Affiliate’s ability to make true and accurate statements or communications in connection with any disclosure Seller or its controlled Affiliates reasonably believe is required pursuant to applicable Law.

(f)Blue-Pencil. If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 8.6 too lengthy, the geographic area covered too extensive or the scope too broad, the other provisions of this Section 8.6 shall nevertheless stand, the term shall be deemed to be the longest period permissible by Law under the circumstances, the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances and the scope shall be as broad as permissible by Law under the circumstances. The court in each case shall reduce the term, geographic area and or scope covered to permissible duration, size or breadth.

(g)Acknowledgements; Remedies. Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Seller or any of its controlled Affiliates breached the provisions of this Section 8.6, (iii) any breach of the provisions of this Sectionby Seller or its controlled Affiliates would result in a significant loss of goodwill by Buyer and the Company, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 is reasonable given the benefits Seller will directly or indirectly receive hereunder, (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 in any legal proceeding, regardless of who initiates litigation. Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.6, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.6. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.6, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.6.

(h)Buyer acknowledges and agrees that irreparable injury will result to Seller if Buyer or any of its controlled Affiliates breaches any of the terms of this Section 8.6,

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and that in the event of an actual or threatened breach by Buyer or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Seller will have no adequate remedy at Law. Buyer accordingly agrees that in the event of any actual or threatened breach by Buyer or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Seller shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Seller from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Buyer shall cause its controlled Affiliates to comply with this Section 8.6, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.6.

8.7Agreements Regarding Tax Matters.

(a)Preparation and Filing of Tax Returns.

(i)Seller shall timely prepare or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such period, a “Pre-Closing Period”). All such Tax Returns shall be prepared in accordance with applicable Law and the Company’s past practice (provided that such past practice is consistent with applicable Law. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than thirty (30) days before the due date for such Tax Return (taking into account applicable extensions of time to file); provided, however, if Seller shall fail to provide any such Tax Return to Buyer as set forth in this Section 8.7(a)(i), Buyer shall prepare and file such Tax Return. If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyer, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes.

(ii)Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period,” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve any dispute regarding such Tax Return within fifteen (15) days after Buyer submits such Tax Return to Seller, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date shall be referred to herein as “Pre-Closing Taxes.” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

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(b)Allocation of Tax Liability. For all purposes under this Agreement (including the determination of Pre-Closing Taxes), in the case of any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the end of the Closing Date shall (x) in the case of any Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, be deemed to be the amount of such Tax for the entire taxable period of the Company multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the end of the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any other Tax, be deemed equal to the amount which would be payable if the Company’s taxable period ended on the end of the Closing Date.

(c)Cooperation on Tax Matters. Buyer, the Company and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns of the Company and any audit, litigation or other proceeding with respect to Taxes of the Company. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(d)Tax Sharing Agreements. Seller shall cause all Tax sharing or distribution agreements, other than this Agreement, providing for the sharing of Tax liabilities to which the Company is a party to be terminated as of 12:01 a.m. on the Closing Date and the Company to not be bound thereby or have any Liability thereunder with respect to any taxable period.

(e)Transfer Taxes, Etc. All transfer, documentary, sales, use, registration, stamp and other Taxes and fees (including any penalties and interest thereon) incurred in connection with the transactions contemplated by this Agreement (together, “Transfer Taxes”) shall be paid by Seller when due, and Seller shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, Buyer shall, and shall cause its Affiliates to (if applicable), join in the execution of any such Tax Returns and other documentation.

(f)Tax Controversies. Buyer shall give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with respect to any Tax liability of any of the Company (each a “Tax Claim”) for which Seller is responsible pursuant to this Agreement; provided that Buyer’s failure to give such notice shall not relieve the Seller of its indemnification obligations hereunder except to the extent (and only to the extent) that Seller has been prejudiced thereby. Seller may, at its own expense, participate in and, upon written notice to Buyer, assume the defense of any Tax Claim for which Seller is responsible pursuant to this Agreement, provided that (i) Seller provides such written notice within ten (10) days after becoming aware of the assertion of any Tax Claim, (ii) the defense of such Tax Claim can be conducted separately from the defense of any Tax Claim for which Seller is not responsible pursuant to this Agreement, (iii) Seller shall (a) enter into an agreement with Buyer

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(in form and substance reasonably satisfactory to Buyer) pursuant to which Seller agree to be fully responsible (with no reservation of rights) for all Adverse Consequences relating to such claims and that it will provide full indemnification (whether or not otherwise required hereunder) to Buyer for all Adverse Consequences relating to such claim, (b) unconditionally guarantee the payment and performance of any Liability which may arise with respect to such claim or the facts giving rise to such claim for indemnification, and (c) furnish Buyer with reasonable evidence that Seller is and will be able to satisfy any such Liability, (iii) Seller’s counsel is reasonably acceptable to Buyer, (iv) Seller shall thereafter consult with Buyer upon Buyer’s reasonable request for such consultation from time to time with respect to such Tax Claim, (iv) Seller shall not, without Buyer’s prior written consent, agree to any settlement with respect to any Tax Claim if such settlement could adversely affect any Tax Liability of Buyer or any Affiliate of Buyer (including, following the Closing, for the avoidance of doubt, the Company) (any such Tax Claim, a “Seller Tax Claim” and any other Tax Claim, a “Buyer Tax Claim”). Buyer shall have exclusive control over all Buyer Tax Claims and shall have the right (but not the duty) to participate in the defense of any Seller Tax Claim, and to employ counsel, at its own expense, separate from the counsel employed by Seller in such Seller Tax Claim.

(g)Tax Elections.

(i)Seller shall join with Buyer in making and filing a timely (a) election under Section 338(h)(10) of the Code with respect to the acquisition of the Securities as contemplated herein and any corresponding available elections under state, local or foreign Tax Law ( the “Section 338(h)(10) Election”) and (b) election under Section 336(e) of the Code with respect to the acquisition of the Securities as contemplated herein and any corresponding available elections under state, local or foreign Tax Law (the “Section 336(e) Election”). For the avoidance of doubt, if the acquisition of the Securities pursuant to this Agreement would qualify (in the absence of Treasury Regulation Section 1.336-1(b)(6)) for both the Section 338(h)(10) Election and the Section 336(e) Election, it is the expectation of the parties hereto that the acquisition of the Securities pursuant to this Agreement will first qualify, and shall be treated as qualifying, under Section 338(h)(10) of the Code, and the parties hereto shall not take any position inconsistent with such expectation, unless required by a final “determination” (as that term is defined in Section 1313 of the Code or any comparable or similar provision of state, local or foreign Tax Law) by a Governmental Authority.

(ii)Buyer agrees to provide Seller with such information and cooperation as Buyer may reasonably request in connection with the preparation of any document or Tax Return necessary to effect the Section 338(h)(10) Election. Seller shall promptly take all steps reasonably requested by Buyer to properly file the Section 338(h)(10) Election, including executing IRS Forms 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) (“Form 8023”) or 8883 (Asset Allocation Statement under Section 338) (“Form 8883”).

(iii)Allocation. With respect to the Section 338(h)(10) Election and the 336(e) Election, within sixty (60) days following the determination of Final Net Working Capital in accordance with Section 1.4(e), Buyer shall provide Seller with a proposed allocation

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of (i) in the case of the Section 338(h)(10) Election the “adjusted grossed-up basis” as defined in Treasury Regulation 1.338-5(a) (“AGUB”) among the assets of the Company in accordance with Treasury Regulation Sections 1.338-6 and 1.338-7 and the principles set forth on Exhibit 8.7(g) attached hereto (as finally determined pursuant to this Section 8.7(g) and including any subsequent adjustment thereto pursuant to this Section 8.7(g), the “Section 338(h)(10) Allocation”), and (ii) in the case of the 336(e) Election, the Purchase Price (and any other item of consideration for purposes of section 1060 of the Code) among the assets of the Company in accordance with Section 1060 of the Code and the principles set forth on Exhibit 8.7(g) hereto (as finally determined pursuant to this Section 8.7(g)(iii) and including any subsequent adjustment thereto pursuant to this Section 8.7(g), the “Section 336(e) Allocation” and together with the Section 338(h)(10) Allocation, the “Allocations”). In the case of any adjustment to the AGUB or the Purchase Price requiring an amendment to either or both of the Allocations, Buyer shall prepare such amendment and such amended Allocations shall, subject to the review and dispute resolution provisions of this Section 8.7(g)(iii), become the Allocations. Upon receipt from Buyer, Seller shall have thirty (30) days to review the determinations set forth in the Allocations (the “Allocation Review Period”). At Seller’s request, Buyer (x) shall reasonably cooperate and assist, and shall cause its representatives to assist, Seller and its representatives in the review of the Allocation and (y) shall provide Seller and its representatives with any information reasonably requested by them in connection with the Allocations. If Seller disagrees with any determinations set forth on the Allocations, Seller shall, on or prior to the last day of the Allocation Review Period, deliver a written notice to Buyer (the “Allocation Notice of Objection”), setting forth its objections. Unless Seller delivers the Allocation Notice of Objection to Buyer within the Allocation Review Period, Seller shall be deemed to have accepted the determinations set forth in the Allocations. If Seller delivers the Allocation Notice of Objection to Buyer within the Allocation Review Period, Buyer and Seller shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed determinations. At the end of any such period or any mutually agreed extension thereof, any remaining disputes between Buyer and Seller regarding the Allocations shall be resolved by the Accountants in accordance with the dispute resolution mechanism set forth in Section 1.4(d). The Parties agree not to take any position, in connection with any Tax Return, audit or similar proceeding related to Taxes, that is inconsistent with the Allocations as prepared pursuant to this Section 8.7(g)(iii).

8.8Employee Benefit Matters.

(a)An employee of the Company immediately prior to the Closing and who remains an employee of the Company or becomes an employee of Buyer following the Closing shall be a “Continuing Employee” effective as of, and following, the Closing. Buyer shall allow the Continuing Employees to enroll in Buyer’s employee benefit plans, programs, policies and arrangements (the “Buyer Plans”), including its medical plan, dental plan, life insurance plan and disability plan, bonus plans, severance benefits, and other bonus or benefit arrangements (if any), on substantially similar terms to those applicable to similarly situated employees of Buyer, to the extent permitted by the terms of the applicable Buyer Plans.

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(b)Effective as of, and following, the Closing and to the extent permitted by the terms of the applicable Buyer Plans, Buyer and its subsidiaries will provide credit for each Continuing Employee’s length of service with the Company (including any length of service with any subsidiary of the Company) for all purposes (including eligibility, vesting and benefit accrual) under each Buyer Plan, except that such prior service credit will not be required (i) with respect to accrued benefits under any defined benefit pension plan, (ii) to the extent that it results in a duplication of benefits, or (iii) with respect to the vesting of awards under Buyer’s equity compensation plans, if any.

(c)Effective as of, and following, the Closing, to the extent permitted or required by applicable Law, Buyer and its subsidiaries will cause any Buyer Plan in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Buyer Welfare Plans”) to (i) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Employee Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Buyer Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee (and his or her eligible dependents) following the Closing.

(d)Nothing in this Section 8.8 shall (i) provide any Company employees with enforceable rights or otherwise limit the ability of the Company or the Buyer to modify or terminate Company employees or their terms and conditions of employment following the Closing Date or (ii) constitute a benefit plan or an amendment to a benefit plan.

8.9Indemnification of Company Directors and Officers; Insurance Matters

(a)For six (6) years following the Closing, Buyer shall, and shall cause the Company, to fulfill and honor the indemnification agreements between the Company and its officers and directors existing prior to the date of this Agreement (the “Company Indemnitees”), including any provisions existing in the Certificate of Incorporation or the bylaws of the Company as of the date of this Agreement with respect to claims arising out of matters occurring at or prior to the Closing. Any claims for indemnification made under this Section 8.9 on or prior to the sixth anniversary of the Closing shall survive such anniversary until the final resolution thereof. However, the foregoing covenants under this Section 8.9 shall not apply to any claim based on a claim for indemnification made by a Buyer Indemnified Party pursuant to Article 5.

(b)Seller shall cause to be maintained in effect, and have the Company named as an additional insured under, (i) a directors’ and officers’ liability policy or policies that covers the Company Indemnitees until the six (6) year anniversary of the Closing, (ii) an employment practices liability policy or policies until the six (6) year anniversary of the Closing, (iii) an errors and omissions liability policy or policies until the three (3) year anniversary of the

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Closing and (iv) a media liability policy or policies until the three (3) year anniversary of the Closing, in each of the foregoing cases, (x) providing coverage with respect to claims arising out of the conduct by the Company of its business and operations prior to the Closing, and (y) that are comparable to the Company’s corresponding insurance policies in effect as of the date hereof (the “Required Insurance”); provided, however, that, in each such case, in the event that Seller, or all or substantially all of Seller’s assets, is acquired by another entity, Seller shall be released from its obligations hereunder to maintain the Required Insurance upon the consummation of such acquisition if (A) Buyer and Seller mutually agree (such agreement not to be unreasonably withheld) that such acquiring entity is sufficiently capitalized to self-insure for the matters covered by the Required Insurance, or (B) Seller or the applicable acquiring entity purchases “tail” insurance policies to replace such Required Insurance. During the first three years following the Closing, promptly following the annual renewal date of each of the foregoing insurance policies, Seller shall furnish to Buyer an insurance certificate evidencing continued compliance with the requirements of this Section 8.9(b); and thereafter until the date that is six years following the Closing, promptly following any written request of Buyer, Seller shall furnish to Buyer an insurance certificate evidencing continued compliance with the requirements of this Section 8.9(b).

(c)The provisions of this Section 8.9 are intended to be for the benefit of, and shall be enforceable by the Company Indemnitees (it being expressly agreed that the Company Indemnitees shall be third party beneficiaries of this Section 8.9).

8.10Post-Closing Distributions by Seller. Seller covenants and agrees that during the period beginning on the Closing Date and ending upon the third (3rd) anniversary of the Closing, Seller shall not pay a cash dividend or make any other cash distribution in respect of its capital stock from the proceeds of the sale of the Securities hereunder unless prior to making any such dividend or distribution Seller shall have provided Buyer with financial assurances reasonably satisfactory to Buyer with respect to the Seller’s ability to satisfy any payment obligations of Seller hereunder (including those obligations arising under Article 5); provided that notwithstanding anything herein to the contrary, it is agreed and acknowledged that Seller is not restricted in any respect from paying any cash dividend or other distribution that is satisfied from cash generated by Seller from its consolidated operations following the Closing.

8.11Further Assurances.

(a)Upon the terms and subject to the conditions hereof, each of the Parties shall use its respective commercially reasonable efforts to (i) take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable, and (ii) obtain all necessary waivers, consents and approvals.

(b)Each of the Parties agrees that subsequent to the Closing Date, upon the reasonable request of any other Party from time to time, it shall execute and deliver, or cause to be executed and delivered, such further instruments and take such other actions as may be necessary or desirable to carry out the transactions contemplated by this Agreement, the Transaction Documents and the Restructuring or to vest, perfect or confirm ownership by Buyer

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of the Securities and by the Company of the Business Assets and by Seller or Lijit of (x) the “Contributed Assets” under the Contribution Agreement and (y) the Contracts and other assets listed on the Schedule of Distributed Assets.

8.12General Release. Effective upon the Closing, Seller, on Seller’s own behalf and on behalf of Seller’s directors, officers, stockholders, successors, assigns and any other Person that may claim by, through or under Seller (collectively, the “Releasing Parties”), hereby (a) irrevocably waives, releases and discharges the Company and each of their respective present and former directors, officers, employees, agents and representatives (collectively, the “Releasees”) from any and all Liabilities that any Releasing Party may assert against the Releasees by reason of any matter, act, omission, transaction, cause or thing from any time up until and including the Closing (“Claims”), and (b) agrees that no Releasing Party will bring or voluntarily participate in or assist any Proceeding that relates to any released Claim pursuant to this Section 8.12, provided that the foregoing release shall not apply to any Claims arising from the rights of a Releasing Party (i) under this Agreement, (ii) under any other agreements entered into between the Company and such Releasing Party in connection with the consummation of the transactions contemplated by this Agreement, (iii) under any existing agreement such Releasing Party has with the Company (including any written indemnification agreement) which has been provided to Buyer prior to the date hereof, (iv) under any director and officer insurance policy pursuant to which such Releasing Party is a direct or indirect beneficiary, or (v) if such Releasing Party is an employee of the Company, for compensation due and owing for performance of employment services in the ordinary course of the Company’s business or pursuant to any Contracts or Employee Benefit Plan of the Company.

8.13Accounts Payable and Accounts Receivable.

(a)No later than fifteen (15) business days following the Closing, Seller shall deliver to Buyer a statement prepared by Seller in good faith, certified by the chief accounting officer of Seller on behalf of Seller, setting forth a list of (i) all accounts receivable of the Business as of the Closing Date and (ii) all accounts payable of the Business as of the Closing Date, in each case, based on the actual knowledge of such chief accounting officer.

(b)All payments and reimbursements made by any third party in the name of or to Seller in connection with or arising out of the Business, shall be held by Seller in trust for the benefit of Buyer, and within ten (10) business days after receipt by Seller of any such payment or reimbursement, Seller shall pay over to Buyer the amount of such payment or reimbursement, together with all corresponding notes, documentation and information received by Seller in connection therewith.

8.14Use of Name. Following the Closing, neither Seller or Lijit nor any of their respective Affiliates shall use the “Federated Media” or “FM” brand names or any confusingly similar variation thereof for any purpose.

8.15Financial Information.

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(a)Following the Closing, Seller shall prepare GAAP-compliant audited financial statements for the Business for the fiscal year ended December 31, 2012 that satisfy the requirements of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), within seventy (70) days following the Closing Date. In addition, Seller shall assist Buyer, and shall cause its legal counsel, officers and employees to work with Buyer, for the purpose of Buyer’s preparation of GAAP-compliant audited financial statements for the Business for the fiscal year ended December 31, 2013, that satisfy the requirements of Regulation S-X promulgated by the SEC, within seventy (70) days following the Closing Date (including providing Buyer and its accountants with access to Seller’s auditor in connection therewith). During such period, Buyer will afford Seller full access to the books, records and other data relating to the Company and the Business, and shall make available to Seller such personnel of the Company, Buyer or any Buyer Affiliate as may be reasonably requested by Seller, for the foregoing purposes. To the extent necessary to allow Buyer to comply with its SEC reporting requirements, Seller shall provide appropriate representations (assuming it can make such representations) to its independent accountants in connection with the preparation of such financial statements.

(b)Buyer hereby consents to Seller’s use of the audited financial statements of the Business for the fiscal year ended December 31, 2013 in the audited financial statements of Seller for the fiscal year ended December 31, 2013.

(c)Seller shall be solely liable for all costs and expenses of any accountant and/or legal counsel incurred by Seller with respect to the preparation of the audited financial statements of the Business for the fiscal year ended December 31, 2012 (the “Seller Accounting Expenses”).

(d)Buyer shall be solely liable for all costs and expenses of any accountant and/or legal counsel incurred by Buyer with respect to the preparation of the audited financial statements of the Business for the fiscal year ended December 31, 2013 (the “Buyer Accounting Expenses”).

8.16Accounting Assistance. During the three month period immediately following the Closing Date, Buyer will make available to Seller the services of the existing personnel of the Company in the accounting department for no more than 130 hours a month, as and when reasonably requested by Seller, to assist the Seller with certain accounting and tax-related work for Seller and its Subsidiaries, including with respect to, but not limited to, (a) the monthly close of Lijit’s financial books for the months ended January 31, 2014, February 28, 2014 and March 31, 2014, (b) 2013 Form 1099 reporting and related matters, (c) payments to publishers, (d) any Silicon Valley Bank audits, (e) the implementation of a new Microsoft Dynamic AX application and system for Seller and its Subsidiaries, and (f) transition activities in connection with Seller’s hire of new financial personnel.

8.17Business Information. Following the Closing Date, upon reasonable advance notice, the Buyer will afford Seller, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Company and the Business in its possession with respect to periods prior to the Closing Date and Seller shall have

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the right to make copies and extracts therefrom, to the extent that such access and copy documentation may be reasonably required by Seller in connection with (i) the determination or enforcement of rights and obligations under this Agreement, (ii) compliance with the requirements of any Governmental Authority, (iii) the determination or enforcement of the rights and obligations of any party entitled to indemnification under Article 5, (iv) any actual or threatened Proceeding, (v) the preparation of financial statements and Tax Returns, and (vi) matters related to equity interests in the Company prior to the Closing. Furthermore, Seller shall, subject to any restrictions set forth in the applicable underlying agreement, be permitted to make, retain and use an exact replica of the existing Microsoft Dynamic AX instance as of prior to the Closing for the purpose of implementing a new Microsoft Dynamic AX system for Seller and its subsidiaries and to make copies, at its own expense, of all data in the Microsoft Dynamic AX system through the Closing for the purposes described in this Section 8.17.

ARTICLE 9

MISCELLANEOUS

9.1Notices. All notices, reports, records or other communications that are required or permitted to be given to the Parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by electronic mail, by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, to the receiving party at the following address or such other address as such Party may have given to the other Parties by notice pursuant to this Section 9.1:

If to Seller:    FMPL Holdings, Inc.    1 Beach Street, Suite 301    San Francisco, CA 94133Attention: Chief Financial Officer

with a copy (which shall not constitute notice) to:    

Fenwick & West LLP    555 California Street    San Francisco, CA 94104Facsimile: (415) 281-1350    E-Mail: mrossiter@fenwick.com     ltwomey@fenwick.com    Attention: Matthew Rossiter     Lynda Twomey

If to Buyer: c/o LIN Television Corporation
One West Exchange Street, Suite 5AProvidence, RI 02903

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Facsimile: (401) 454-2817E-Mail: denise.parent@linmedia.com
Attention: General Counsel

with a copy (which shall not constitute notice) to:    

Paul Hastings LLP
875 15th Street, N.W.
Washington, D.C. 20005
Facsimile: (202) 551-0343

E-Mail:    ericgreenberg@paulhastings.com    colbygifford@paulhastings.com

Attention:    Eric Dodson Greenberg    Colby Gifford

Notice shall be deemed given on (a) the date such notice is personally delivered, (b) three (3) days after the mailing if sent by certified or registered mail, (c) one (1) business day after the date of delivery to the overnight courier if sent by overnight courier, or (d) the date such notice is transmitted by facsimile or electronic mail, if such transmission is prior to 5:00 p.m. Eastern time on a business day, or the next succeeding business day if such transmission is later.

9.2General Definitions. For the purposes of this Agreement, the following terms have the meaning set forth below:

“2013 Note and Warrant Purchase Agreement” means the Note and Warrant Purchase Agreement, dated as of February 19, 2013, by and among the Company and the “Investors” party thereto.

“2013 Notes and Warrants” means those certain Subordinated Convertible Promissory Notes issued under the 2013 Note and Warrant Purchase Agreement and the 2013 Warrants.

“2013 Warrants” means those certain warrants exercisable for capital stock of the Company issued under the 2013 Note and Warrant Purchase Agreement.

“Adverse Consequences” means any and all Liabilities, losses, damages, awards, royalties, deficiencies, penalties, fines, Taxes, demands, claims, costs and expenses (including reasonable fees and expenses of attorneys, accountants and other experts paid in connection with the investigation or defense of, and all amounts paid in settlement with respect to, any of the foregoing or any Proceeding relating to any of the foregoing).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used herein, the term “control” means: (i) the power to vote at least ten percent (10%) of the voting power of a Person, or (ii) the possession, directly or indirectly, of any other power to direct or cause the

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direction of the management and policies of such a Person, whether through ownership of voting securities, by contract or otherwise; provided, however, that with respect to Seller, in no event shall an Affiliate include any Person that is part of the portfolio of investments made by any stockholder of the Company that is a venture capital fund or other institutional financial investor.

“Affiliated Group” means an “affiliated group” as defined in Section 1504 of the Code (or analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law).

“Boing Boing Extension Payment” means any amount payable to Happy Mutants LLC pursuant to Section 6 of that certain Publisher Agreement dated as of July 1, 2013 between Happy Mutants LLC and the Company.

“Business Liabilities” means (i) obligations of the Company with respect to current trade accounts payable incurred in the conduct of the Business to the extent reflected as a liability in the calculation of Final Net Working Capital, (ii) obligations of the Company with respect to the current accrued expenses incurred in the conduct of the Business to the extent reflected as a liability in the calculation of Final Net Working Capital, (iii) obligations arising under the Contracts of the Company exclusively related to the Business, and (iv) any Liabilities of the Company or the Business disclosed in Schedule 3.7 of the Disclosure Schedules to this Agreement (other than any Liabilities arising out of or relating to the “FTB Matter” referenced in Schedule 3.7).

“Buyer Indemnified Parties” means, Buyer, the Company and Buyer’s other Affiliates and their respective equity holders, directors, managers, officers, employees, agents and representatives.

“Buyer Transition Services Agreement” means the Transition Services Agreement in the form attached hereto as Exhibit C.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means FM Confidential Information or Lijit Confidential Information, as applicable.

“Contracts” means all contracts, agreements, licenses, insertion orders, and binding commitments, obligations and understandings, in any case whether written or oral, to which the Company is party or by which any of the Business Assets are bound.

“Deferred Revenue” means the amount, as of 12:01 a.m. Pacific Standard Time on the Closing Date, that should, in accordance with the Agreed Accounting Principles, be treated as deferred revenue, but in any event excluding any deferred revenue arising under FASB rule EITF 08-01.

“Employee Performance Bonuses” means those bonuses set forth on Schedule of Performance Bonuses.

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“Environmental and Safety Requirements” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) health or safety, (iii) the Release or threatened Release of any Hazardous Material, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of such Release or threatened Release or (iv) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material; and includes, but is not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 etseq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 etseq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6091 etseq.), the Clean Air Act (42 U.S.C. § 7401 etseq.), the Clean Water Act (33 U.S.C. § 7401 etseq.), the Occupational Safety and Health Act (29 U.S.C. § 651 etseq.), the Toxic Substance Control Act (15 U.S.C. § 2601 etseq.) and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 etseq.).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means the Company, Seller and any predecessor of the Company and Seller and any other Person who constitutes or has constituted all or part of a controlled group or had been or is under common control with, or whose employees were or are treated as employed by the Company and Sellerand/or any predecessor of the Company and Seller, under Section 414 of the Code.

“FM Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the Business or the products, services or research or development of the Business or its customers, publishers, suppliers, distributors or other business relations. FM Confidential Information shall not include any information that is or becomes generally known to and available for use by the public other than as a result of any acts or omissions of Seller or its Affiliates.

“Fundamental Representations”means, collectively, the representations and warranties contained in Sections 2.1(a), 2.2, 2.5, 3.1(a), 3.2, 3.5, 3.9(a), 3.16, 3.20, 4.1(a), 4.2 and 4.5.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession that are applicable to the circumstances from time to time.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official, body or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising governmental or quasi-governmental power or authority.

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“Hazardous Material” means (i) hazardous substances, as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 etseq.; (ii) hazardous wastes, as defined by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 etseq.; (iii) petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (iv) radioactive material, including any source, special nuclear, or by‑product material as defined in 42 U.S.C. § 2011 etseq.; (v) asbestos that is friable or reasonably likely to become friable; (vi) polychlorinated biphenyls; (vii) microbial matter, biological toxins, mycotoxins, mold or mold spores; and (viii) other material, substance or waste to which liability or standards of conduct may be imposed, or which requires or may require investigation, under any applicable Environmental and Safety Requirements.

“Income Tax Return” means a Tax Return filed or required to be filed in connection with the determination, assessment or collection of any Income Tax of any party or the administration of any Laws, regulations or administrative requirements relating to any Income Tax.

“Income Taxes” means Taxes (i) imposed on, or with reference to, net income or gross receipts, or (ii) imposed on, or with reference to, multiple bases including net income or gross receipts.

“Indebtedness” means, with respect to the Company, without duplication, (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities, (iii) all obligations under swaps, hedges or similar instruments, (iv) all obligations for the deferred purchase price of any property or services (other than trade accounts payable and accrued expenses incurred in the ordinary course of business), including earn-outs, payments under non-compete agreements and seller notes, (v) all obligations created or arising under any conditional sale or other title retention agreement, (vi) all obligations secured by a Lien, other than Permitted Liens (vii) all obligations under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (viii) all obligations in respect of bankers’ acceptances or letters of credit, (ix) all obligations of any Person which are directly or indirectly guaranteed by the Company or in respect of which the Company has otherwise assured an obligee against loss, and (x) all interest, principal, prepayment penalties, premiums, fees or expenses due or owing in respect of any item listed in clauses (i) through (ix) above, in each case, that are outstanding as of the Closing.

“Intellectual Property” means, collectively, in the United States and all countries or jurisdictions foreign thereto, (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all Patents, (ii) all Trademarks, all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all moral rights and copyrights in any work of authorship (including but not limited to catalogues and related copy, databases, software, and mask works) and all applications, registrations, and renewals in connection therewith, (iv) all trade secrets and confidential business information (including confidential ideas, research and development, know-how, methods, formulas, compositions, manufacturing and production processes and

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techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals), (v) all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces and related documentation) (collectively, “Software”), (vi) all other proprietary and intellectual property rights, and (vii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“Knowledge” means, when referring to the “knowledge” of the Company, or any similar phrase or qualification based on knowledge of the Company or Seller, the actual knowledge of John Batelle, Walter Knapp, Keith Bencher, Tony Cheung and Laney Whitcanack, following due inquiry of those employees of the Company who are charged by the Company with supervisory or operational responsibility for the particular matter in question.

“Law” means the common law of any state or other jurisdiction, or any provision of any foreign, federal, state or local law, statute, code, rule, regulation, order, certification standard, accreditation standard, Permit, judgment, injunction, decree or other decision of any court or other tribunal or Governmental Authority.

“Liabilities” means any indebtedness, liabilities or obligations of any nature whatsoever, whether accrued or unaccrued, absolute or contingent, direct or indirect, asserted or unasserted, fixed or unfixed, known or unknown, choate or inchoate, perfected or unperfected, liquidated or unliquidated, secured or unsecured, or otherwise, and whether due or to become due.

“Lijit Business” means (A) engaging in the direct sales of all types of media (including, without limitation, text, images, video and audio) to programmatic buyers of advertising (including, without limitation, DSPs, agency and advertiser trading desks and programmatic advertising buyer groups), (B) developing private marketplaces for the programmatic purchase of media by advertisers, (C) media trading, and (D) providing Platform Services.

“Lijit Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, (a) to the extent that such information solely and exclusively relates to (x) the Lijit Business or the products, services or research or development of the Lijit Business or (y) its customers, suppliers, distributors or other business relations, in each case, that has been provided to Buyer in connection with Buyer’s due diligence investigation undertaken by Buyer in connection with the transactions contemplated hereunder, (b) is solely and exclusively related to the Lijit Business and reflected in the business records of FM, (c) that are the strategic objectives or business plan of the Lijit Business and/or relates to the mix of products and services, or the manner in which such products or services are provided, by the Lijit Business with respect to the offer and performance of Platform Services, (d) relates to the organizational and corporate governance documents, and/or the capitalization of, FM prior to the consummation of the Restructuring, or relates to the organizational and corporate governance documents, and/or the capitalization of Seller following the Restructuring, or the equity interests of any stockholder or other equity holder in FM or Seller, or the rights and obligations of such equity holders with respect to such equity interests, (e) that is historical financial information to the extent that it relates to the Lijit Business, and/or (f) that relates to those employees of FM who will become

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employees of Seller or Lijit as a result of the Restructuring, including compensation information and personnel files related to such employees. Lijit Confidential Information shall not include (i) any information regarding publishers who have received services from the Company and (ii) any information that is or becomes generally known to and available for use by the public other than as a result of any acts or omissions of Buyer or its Affiliates.

“Material Adverse Effect” with respect to the Company means any change, event, violation, circumstance or effect, or series of changes, events, violations, circumstances or effects when taken in the aggregate, (each, an “Effect”) that is or would be reasonably likely to become materially adverse in relation to the assets, liabilities, financial condition, operations or results of operations of the Business except to the extent that any such Effect results from: (A) changes in general economic conditions (provided that such changes do not have a materially disproportionate effect on the Company as compared to the Company’s competitors); (B) changes affecting the industry generally in which the Company operates (provided that such changes do not affect the Company disproportionately as compared to the Company’s competitors); (C) changes in applicable Laws or GAAP; (D) failure to meet internal budgets, plans, estimates or forecasts, as to revenue, earnings or other financial performance in and of themselves (provided that such exclusion shall not apply to any underlying Effect that may have caused such failure, unless such underlying Effect would otherwise be excluded from this definition); (E) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby; or (F) any worldwide or national conditions or circumstances (political, economic, financial, regulatory or otherwise), including an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency occurring within or outside of the United States.

“Media Trading” means the simultaneous purchase and attempted sale of media by Seller via Programmatic Advertising.

“Party” means any party to this Agreement.

“Patents” means all letters patent and pending applications for patents of the United States and all countries and jurisdictions foreign thereto and all reissues, reexaminations, divisions, continuations, continuations-in-part, revisions, and extensions thereof.

“Permits” means permits, licenses, registrations, qualifications, approvals and authorizations by or of Governmental Authorities.

“Permitted Liens” means: (i) statutory Liens for Taxes or governmental assets that are not yet due and payable or that may thereafter be paid without penalty, or liens for Taxes, as reflected on Schedule 3.16(e), being contested in good faith by any appropriate proceedings for which adequate reserves have been established, (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law, (iii) statutory Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like Liens, with respect to which the underlying obligations are not delinquent, (iv) non-exclusive licenses of Intellectual Property in the ordinary course of business consistent with past practice, and (v)

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zoning, entitlement, building and other land use regulations imposed by Governmental Authority having jurisdiction over the Company’s leased premises which are not violated by the current use and operation thereof.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation or other entity or any Governmental Authority.

“Platform Services” has the meaning set forth in Schedule 8.6(b).

“Proceeding” means any suit, action, proceeding, arbitration, mediation, investigation or audit.

“Related Party” means Seller, each officer or director of the Company, each immediate family member of any director or officer of the Company, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than the Company); provided that in no event shall an Affiliate include any Person that is a venture capital fund or other institutional financial investor or any Person that is part of the portfolio of investments made by any stockholder of the Company that is a venture capital fund or other institutional financial investor, but in any event shall include John Battelle and his Related Parties.

“Related Party Transaction” means any Contract, or legally binding arrangement, between the Company, on the one hand, and any Related Party, on the other hand.

“Release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping into the indoor or outdoor environment.

“Representatives” of any Person shall mean the directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Seller Indemnified Parties” means Seller and Seller’s Affiliates and their respective equity holders, directors, officers, employees, agents and representatives.

“Seller Taxes” means any Taxes (i) imposed on Seller for any taxable period, (ii) imposed with respect to the Company or its assets or operations for any taxable period (or portion of any taxable period) ending on or before the Closing Date, (iii) imposed in connection with the transactions contemplated by this Agreement (including any Transfer Taxes), (iv) of any Person (other than the Company) imposed on the Company as a result of (a) any transferee or secondary liability for a Tax, (b) any liability assumed by agreement, Law, contract or otherwise, or (c) being a member of any Affiliated Group on or before the Closing Date pursuant to Treasury Regulation Section 1.1502-6 or any similar state, local, or foreign Tax Law, or (v) imposed on Buyer as a transferee or successor of Seller.

“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by the Company prior to the Closing in connection with the transactions contemplated by this

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Agreement, including all fees, costs and expenses payable to attorneys, financial advisors, brokers, investment bankers or accountants (but excluding the Seller Accounting Expenses and the Buyer Accounting Expenses), (ii) all payments by the Company to obtain any third party consent required under any Contract in connection with the consummation of the transactions contemplated by this Agreement, and (iii) all obligations of the Company to the extent arising as a result of the consummation of the transactions contemplated by this Agreement under any Contract or Employee Benefit Plan in effect on or before the Closing Date, including all change of control payments (including change of control bonuses arising under any Publisher Agreement to which the Company is a party as of the Closing Date), retention bonuses, stock appreciation amounts, phantom stock or similar obligations, and all Taxes that are payable in connection with or as a result of the satisfaction of such obligations, in each such case, to the extent not (i) paid or otherwise satisfied prior to the Closing, (ii) assumed by Seller or Lijit in connection with the Restructuring, or (iii) otherwise released in full to Buyer’s satisfaction prior to the Closing; provided that, notwithstanding the foregoing, in no event shall any of the Boing Boing Extension Payment or the Employee Performance Bonuses constitute a Seller Transaction Expense.

“Seller Transition Services Agreement” means the Transition Services Agreement in the form attached hereto as Exhibit D.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity.

“Tax” means (i) any and all multi-national, U.S. federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add‑on minimum, sales, use, transfer, registration, value added or other indirect, excise, natural resources, entertainment, amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, ad valorem, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, composite, healthcare (whether or not considered a tax under applicable Law), escheat or unclaimed property (whether or not considered a tax under applicable Law) or other tax, of any kind whatsoever, including any interest, penalties or additions to Tax, any penalties resulting from any failure to file or timely file a Tax Return, or additional amounts in respect of the foregoing; (ii) any transferee or

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secondary liability for a “Tax” as described in clause (i); and (iii) any liability for a “Tax” as described in clause (i) assumed by agreement or arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto).

“Tax Returns” means returns, declarations, reports, notices, forms, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information and Treasury Form TD F 90-22.1) filed or required to be filed with any Governmental Authority, or required to be maintained by any Person, in connection with the determination, assessment or collection of any Tax of any Person or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Trademarks” mean, in the United States and all countries and jurisdictions foreign thereto, registered trademarks, registered service marks, trademark and service mark applications, unregistered trademarks and service marks, registered trade names and unregistered trade names, corporate names, fictitious names, trade dress, logos, slogans, Internet domain names, rights in telephone numbers, and other indicia of origin, together with all translations, adaptations, derivations, combinations and renewals thereof.

“Transaction Document” means any agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby, including the Contribution Agreement.

“Treasury Regulations” means the United States Treasury regulations promulgated under the Code.

“U.S.” or “United States” means the United States of America.

9.3Third Parties. This Agreement shall inure exclusively to the benefit of and be binding upon the Parties and their respective successors, permitted assigns, executors and legal representatives, any Person entitled to indemnification under Article 5, any Releasee and any Company Indemnitees with respect to the provisions of Section 8.9. Nothing in this Agreement, express or implied, is intended to confer on any Person (other than the Parties or their respective successors and permitted assigns, any Person entitled to indemnification under Article 5, any Releasee and any Company Indemnitee with respect to the provisions of Section 8.9) any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.4Expenses. Buyer shall pay, or reimburse its Affiliates for, all costs and expenses incurred or to be incurred by Buyer or its Affiliates in connection with the preparation, negotiation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. All Seller Transaction Expenses shall be promptly paid by Buyer on Seller’s behalf, as such Seller Transaction Expenses become due, pursuant to Section 1.3(a). In the event that any Seller Transaction Expense that has been deducted from the Base Amount pursuant to Section 1.3(c) does not ultimately become due and payable by the Company (including any bonus payment to employees or publishers who do not satisfy the conditions for receiving such bonus payment in accordance

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with the terms of the agreements or plans governing such bonus payments), Buyer shall promptly pay the amount of such Seller Transaction Expense to Seller. Buyer shall not waive any of the conditions for receipt by any Person of any Seller Transaction Expense without the prior written consent of Seller. At Seller’s reasonable request, Buyer shall deliver a written certificate to Seller certifying the amount of Seller Transaction Expenses paid by Buyer or any of its Affiliates following the Closing and the Persons to whom such Seller Transaction Expenses were paid.

9.5Amendment; Waiver. This Agreement shall not be amended or modified except by an agreement in writing duly executed by each of Buyer and Seller. No failure of any Party to exercise any right or remedy given to such Party under this Agreement or otherwise available to such Party or to insist upon strict compliance by any other Party with its obligations hereunder, and no custom or practice of the Parties in variance with the terms hereof, shall constitute a waiver of any Party’s right to demand exact compliance with the terms hereof, unless such waiver is set forth in writing and executed by such Party. Any such written waiver shall be limited to those items specifically waived therein and shall not be deemed to waive any future breaches or violations or other non-specified breaches or violations unless, and to the extent, expressly set forth therein.

9.6Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Delaware, without giving effect to provisions thereof regarding conflict of laws.

9.7Assignments. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Parties; provided, however, that nothing in this Agreement shall or is intended to limit the ability of Buyer to assign its rights or delegate its responsibilities, liabilities and obligations under this Agreement, in whole or in part, without the consent of Seller to (a) any Affiliate of Buyer, (b) any direct or indirect purchaser of all or substantially all of the assets of the Company or (c) any lender to Buyer and/or the Company as security for borrowings, provided that, in the case of (a) or (c), Buyer remains ultimately liable for all of Buyer’s obligations hereunder, and in the case of (b) such purchaser assumes Buyer’s obligations hereunder.

9.8Headings. The subject headings of Articles and Sections of this Agreement are included for purposes of convenience of reference only and shall not affect the construction or interpretation of any of its provisions.

9.9Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably and

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unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of Seller, Seller’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9.

9.10Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement and the Transaction Documents. In the event an ambiguity or question of intent or interpretation arises, this Agreement and the Transaction Documents shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or any Transaction Document.

9.11Public Announcements. No Party shall make any public announcement or filing with respect to the transactions provided for herein without the prior written consent of the other Party, unless otherwise required by Law or the rules of any securities exchange.

9.12Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (d) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “but not limited to” and (e) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not simply mean “if”. The Parties intend that each

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representation, warranty, covenant and agreement contained herein shall have independent significance. If any Party has breached any representation, warranty, covenant or agreement contained herein in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, covenant or agreement. All uses of “written” contained in Articles 2, 3 and 4 shall be deemed to include information transmitted via electronic mail, facsimile or other electronic transmission. For purposes of Article 3, information shall be deemed to have been “made available” to Buyer only if such information was posted to the electronic data room maintained by Fenwick & West LLP in a manner accessible and reviewable by Buyer at least 2 days prior to the date hereof. The Parties agree that any drafts of this Agreement or any Transaction Document prior to the final fully executed drafts shall not be used for purposes of interpreting any provision of this Agreement or any Transaction Document, and each of the Parties agrees that no Party, Indemnifying Party or Indemnified Party shall make any claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any dispute or Proceeding among any of the foregoing or for any other purpose.

9.13Invalid Provisions. Subject to Section 8.6(f), if any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.14Counterparts; Deliveries. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement, the Transaction Documents and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including electronic mail of .pdf files), shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to any such agreement or instrument shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

9.15Entire Agreement. All references in this Agreement or the Transaction Documents to this Agreement shall include all Exhibits and Schedules hereto. This Agreement and the Transactions Documents set forth the entire agreement of the Parties relating to the

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subject matter hereof and thereof and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the Parties, oral or written, respecting such subject matter.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BUYER:

LIN DIGITAL MEDIA LLC

By:

Name:

Its:

SELLER:

FMPL HOLDINGS, INC.

By:

Name:

Its:

(Signature page to Stock Purchase Agreement)

LEGAL_US_E # 107148802.18

EX-21

Exhibit 21

Subsidiaries
Subsidiary	Jurisdiction of Incorporation
Indiana Broadcasting LLC	Delaware
KXAN LLC	Delaware
KXTX Holdings LLC	Delaware
LIN License Company, LLC	Delaware
LIN Mobile, LLC	Delaware
LIN Digital Media LLC	Delaware
LIN Digital LLC	Delaware
LIN of Alabama, LLC	Delaware
LIN of Colorado, LLC	Delaware
LIN of New Mexico, LLC	Delaware
LIN of Wisconsin, LLC	Delaware
LIN Television Corporation	Delaware
LIN Television of Texas, Inc.	Delaware
LIN Television of Texas, L.P.	Delaware
North Texas Broadcasting LLC	Delaware
Primeland LLC	Delaware
TVL Broadcasting of Rhode Island, LLC	Delaware
TVL Broadcasting LLC	Delaware
WAVY Broadcasting, LLC	Delaware
WDTN Broadcasting, LLC	Delaware
WIVB Broadcasting, LLC	Delaware
WOOD License Co., LLC	Delaware
WOOD Television LLC	Delaware
WTNH Broadcasting LLC	Delaware
WUPW Broadcasting, LLC	Delaware
WWHO Broadcasting, LLC	Delaware
WWLP Broadcasting, LLC	Delaware
Federated Media Publishing LLC*	Delaware
Nami Media, Inc. **	California
HYFN, Inc. **	Delaware
Dedicated Media, Inc. ***	California
* Acquired on February 3, 2014
** 50.1% interest (calculated on a fully diluted basis)
*** 60% interest (calculated on a fully diluted basis)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-87920, No. 333-126607, No. 333-126608, No. 333-139136, No. 333-166881, No. 333-181776) and Form S-3 (No. 333-167326, No. 333-190234) of LIN Media LLC of our report dated March 3, 2014 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Hartford, CT

March 3, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-167326, No. 333-190234) of LIN Television Corporation of our report dated March 3, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Hartford, CT

March 3, 2014

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Vincent L. Sadusky, certify that:

1. I have reviewed this Annual Report on Form 10-K of LIN Media LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 3, 2014	/s/ VINCENT L. SADUSKY
	Vincent L. Sadusky
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Richard J. Schmaeling, certify that:

1. I have reviewed this Annual Report on Form 10-K of LIN Media LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 3, 2014	/s/ RICHARD J. SCHMAELING
	Richard J. Schmaeling
	Senior Vice President and Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATIONS

I, Vincent L. Sadusky, certify that:

1. I have reviewed this Annual Report on Form 10-K of LIN Television Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 3, 2014	/s/ VINCENT L. SADUSKY
	Vincent L. Sadusky
	President and Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATIONS

I, Richard J. Schmaeling, certify that:

1. I have reviewed this Annual Report on Form 10-K of LIN Television Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 3, 2014	/s/ RICHARD J. SCHMAELING
	Richard J. Schmaeling
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of LIN Media LLC for the year ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Vincent L. Sadusky, President and Chief Executive Officer of the Company, and Richard J. Schmaeling, Senior Vice President and Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 3, 2014	/s/ VINCENT L. SADUSKY
	Vincent L. Sadusky
	President and Chief Executive Officer
Dated: March 3, 2014	/s/ RICHARD J. SCHMAELING
	Richard J. Schmaeling
	Senior Vice President and Chief Financial Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of LIN Television Corporation for the year ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Vincent L. Sadusky, President and Chief Executive Officer of the Company, and Richard J. Schmaeling, Senior Vice President and Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 3, 2014	/s/ VINCENT L. SADUSKY
	Vincent L. Sadusky
	President and Chief Executive Officer
Dated: March 3, 2014	/s/ RICHARD J. SCHMAELING
	Richard J. Schmaeling
	Senior Vice President and Chief Financial Officer

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2013

Long-term Debt

Schedule of debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	4,167		5,401
Total debt	944,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	927,328	$	879,471

Summary of scheduled future principal repayments on the entity's debt agreements

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		—		502,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	4,167	$	946,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

Schedule of carrying amounts and fair values of long-term debt

The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	4,167		4,167		5,401		5,401
Total	$	930,088	$	954,255	$	875,346	$	910,500

8.375% Senior Notes

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

6.375% Senior Notes

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

Senior Secured Credit Facility

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

LIN Television

Long-term Debt

Schedule of debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	6,167		5,401
Total debt	946,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	929,328	$	879,471

Summary of scheduled future principal repayments on the entity's debt agreements

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		2,000		504,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	6,167	$	948,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

Schedule of carrying amounts and fair values of long-term debt

The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	6,167		6,167		5,401		5,401
Total	$	932,088	$	956,255	$	875,346	$	910,500

LIN Television | 8.375% Senior Notes

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

LIN Television | 6.375% Senior Notes

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

6³/₈% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

LIN Television | Senior Secured Credit Facility

Long-term Debt

Summary of certain key terms including the LIBOR-based borrowing rates of the entity's senior secured credit facility

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 5) (USD $)	3 Months Ended									12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-based compensation
Share-based compensation expense before tax										$ 9,374,000	$ 6,857,000	$ 6,176,000
Income taxes
Decrease in valuation allowance										18,200,000
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	3,944,000	146,508,000	[1]	7,169,000	(1,020,000)	(58,163,000)	19,619,000	15,457,000	5,115,000	156,601,000	(17,972,000)	49,701,000
Net (loss) income attributable to noncontrolling interest included in continuing operations										(1,512,000)	(556,000)	204,000
Income (loss) from continuing operations attributable to LIN Media LLC										158,113,000	(17,416,000)	49,497,000
Income (loss) from discontinued operations, including gain on sale						0	0	11,602,000	(1,231,000)	0	10,371,000	(920,000)
Net income (loss) attributable to reporting entity	4,556,000	146,938,000		7,475,000	(856,000)	(58,088,000)	19,659,000	27,118,000	4,266,000	158,113,000	(7,045,000)	48,577,000
Denominator for earnings per common share calculation:
Weighted-average common shares, basic (in shares)	52,879,000	52,791,000		52,278,000	51,910,000	53,169,000	53,066,000	55,174,000	56,184,000	52,439,000	54,130,000	55,768,000
Effect of dilutive securities:
Stock options and restricted stock (in shares)										3,200,000	0	1,311,000
Weighted-average common shares, diluted (in shares)	56,240,000	55,855,000		55,595,000	51,910,000	53,169,000	54,353,000	56,300,000	57,512,000	55,639,000	54,130,000	57,079,000
Antidilutive securities (in shares)										100,000	1,200,000	400,000
Direct operating
Stock-based compensation
Share-based compensation expense before tax										320,000	270,000	256,000
Selling, general and administrative
Stock-based compensation
Share-based compensation expense before tax										1,460,000	1,019,000	1,266,000
Corporate
Stock-based compensation
Share-based compensation expense before tax										7,594,000	5,568,000	4,654,000
LIN Television
Stock-based compensation
Share-based compensation expense before tax										9,374,000	6,857,000	6,176,000
Income taxes
Decrease in valuation allowance		(18,200,000)								18,200,000
Numerator for earnings per common share calculation:
Income (loss) from continuing operations										157,290,000	(17,972,000)	49,701,000
Net (loss) income attributable to noncontrolling interest included in continuing operations										(1,512,000)	(556,000)	204,000
Net income (loss) attributable to reporting entity										158,802,000	(7,045,000)	48,577,000
LIN Television | Direct operating
Stock-based compensation
Share-based compensation expense before tax										320,000	270,000	256,000
LIN Television | Selling, general and administrative
Stock-based compensation
Share-based compensation expense before tax										1,460,000	1,019,000	1,266,000
LIN Television | Corporate
Stock-based compensation
Share-based compensation expense before tax										$ 7,594,000	$ 5,568,000	$ 4,654,000

[1] During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

XML

Supplemental Disclosure of Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of supplemental disclosure of cash flow information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

LIN Television

Entity Information [Line Items]

Schedule of supplemental disclosure of cash flow information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

XML

Restructuring and Contract Terminnation Costs (Details) (USD $)	12 Months Ended								1 Months Ended	12 Months Ended								1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Severance and Related	Dec. 31, 2012 Severance and Related	Dec. 31, 2013 Total	Dec. 31, 2012 Total	Dec. 31, 2011 Total	Dec. 31, 2013 Contract Termination	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2013 LIN Television Severance and Related	Dec. 31, 2012 LIN Television Severance and Related	Dec. 31, 2013 LIN Television Total	Dec. 31, 2012 LIN Television Total	Dec. 31, 2011 LIN Television Total	Dec. 31, 2013 LIN Television Contract Termination
Restructuring
Expected cash payments during 2014	$ 400,000														$ 400,000
Restructuring
Balance at the beginning of the period				717,000	515,000								717,000	515,000
Charges	3,895,000	1,009,000	707,000	3,895,000	1,009,000					3,895,000	1,009,000	707,000	3,895,000	1,009,000	3,900,000	1,000,000	700,000
Payments				(4,189,000)	(807,000)	(4,200,000)	(800,000)	(1,100,000)	(5,400,000)				(4,189,000)	(807,000)	(4,200,000)	(800,000)	(1,100,000)	(5,400,000)
Balance at the end of the period				423,000	717,000								423,000	717,000
Decrease in deferred credits									$ 1,500,000									$ 1,500,000

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 6) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Redeemable noncontrolling interest
Balance as of the end of the period	$ 12,845	$ 3,242
Nami Media, HYFN and Dedicated Media
Redeemable noncontrolling interest
Balance as of the beginning of the period	3,242
Acquisition of redeemable noncontrolling interest	11,025	3,503
Net income (loss)	(1,512)	(556)
Share-based compensation	90	295
Balance as of the end of the period	12,845	3,242
LIN Television
Redeemable noncontrolling interest
Balance as of the end of the period	12,845	3,242
LIN Television | Nami Media, HYFN and Dedicated Media
Redeemable noncontrolling interest
Balance as of the beginning of the period	3,242
Acquisition of redeemable noncontrolling interest	11,025	3,503
Net income (loss)	(1,512)	(556)
Share-based compensation	90	295
Balance as of the end of the period	$ 12,845	$ 3,242

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Condensed Consolidating Financial Statements (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Condensed consolidating financial statements
Percentage of ownership in subsidiaries	100.00%
Current assets:
Cash and cash equivalents	$ 12,525		$ 46,307		$ 18,057	$ 11,648
Accounts receivable, net	145,309		126,150
Deferred income tax assets	6,898		0
Other current assets	15,201		6,863
Total current assets	179,933		179,320
Property and equipment, net	221,078		241,491
Deferred financing costs	16,448		19,135
Goodwill	203,528		192,514		122,069
Broadcast licenses	536,515		536,515
Other intangible assets, net	47,049		59,554
Advances to consolidated subsidiaries	0		0
Investment in consolidated subsidiaries	0		0
Other assets	12,299		12,885
Total assets	1,216,850	[1]	1,241,414	[1]
Current liabilities:
Current portion of long-term debt	17,364		10,756
Accounts payable	14,002		18,955
Income taxes payable	1,420		766
Accrued expenses	51,696		153,246
Deferred income tax liabilities	0		168,219
Program obligations	7,027		10,770
Total current liabilities	91,509		362,712
Long-term debt, excluding current portion	927,328		879,471
Deferred income tax liabilities	64,686		40,556
Program obligations	4,146		4,281
Intercompany liabilities	0		0
Accumulated losses in excess of investment in consolidated subsidiaries			0
Other liabilities	27,209		42,716
Total liabilities	1,114,878	[1]	1,329,736	[1]
Redeemable noncontrolling interest	12,845		3,242
Total equity (deficit)	89,127		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	1,216,850		1,241,414
8.375% Senior Notes
Condensed consolidating financial statements
Interest rate (as a percent)	8.375%
6.375% Senior Notes
Condensed consolidating financial statements
Interest rate (as a percent)	6.375%
LIN Media LLC
Condensed consolidating financial statements
Percentage of ownership in subsidiaries	100.00%
Current assets:
Cash and cash equivalents	0		0		0	0
Advances to consolidated subsidiaries	1,900
Investment in consolidated subsidiaries	87,227		0
Total assets	89,127		0
Current liabilities:
Accumulated losses in excess of investment in consolidated subsidiaries	0		91,564
Total liabilities			91,564
Total equity (deficit)	89,127		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	89,127		0
LIN Television Corporation
Current assets:
Cash and cash equivalents	10,313		44,625		16,571	11,200
Accounts receivable, net	88,905		87,103
Deferred income tax assets	5,818		67,412
Other current assets	12,264		4,850
Total current assets	117,300		203,990
Property and equipment, net	180,480		197,125
Deferred financing costs	16,357		19,020
Goodwill	169,492		169,492
Other intangible assets, net	31,303		48,897
Advances to consolidated subsidiaries	7,764		6,746
Investment in consolidated subsidiaries	1,534,600		1,554,903
Other assets	52,778		53,987
Total assets	2,110,074		2,254,160
Current liabilities:
Current portion of long-term debt	16,112		9,243
Accounts payable	4,185		14,335
Income taxes payable	749		372
Accrued expenses	42,570		37,020
Program obligations	4,711		7,479
Total current liabilities	68,327		68,449
Long-term debt, excluding current portion	924,223		875,512
Deferred income tax liabilities	30,013		10,910
Program obligations	2,505		2,222
Intercompany liabilities	970,628		1,345,971
Other liabilities	27,151		42,660
Total liabilities	2,022,847		2,345,724
Total equity (deficit)	87,227		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	2,110,074		2,254,160
LIN Television Corporation | 8.375% Senior Notes
Condensed consolidating financial statements
Interest rate (as a percent)	8.375%
LIN Television Corporation | 6.375% Senior Notes
Condensed consolidating financial statements
Interest rate (as a percent)	6.375%
LIN Television Corporation | Reclassification of Certain Immaterial Intercompany Balances Between Guarantor and Non-Guarantor Subsidiaries | Restatement Adjustment
Current assets:
Advances to consolidated subsidiaries			(4,300)
Current liabilities:
Intercompany liabilities			(4,300)
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	3		573		653	448
Accounts receivable, net	39,416		31,144
Deferred income tax assets	1,080
Other current assets	1,049		554
Total current assets	41,548		32,271
Property and equipment, net	35,752		39,534
Goodwill	18,518		18,518
Broadcast licenses	493,814		493,814
Other intangible assets, net	1,840		2,775
Advances to consolidated subsidiaries	968,728		1,345,971
Other assets	2,688		2,552
Total assets	1,562,888		1,935,435
Current liabilities:
Accounts payable	5,339		3,385
Income taxes payable	671		394
Accrued expenses	6,254		115,605
Deferred income tax liabilities			235,728
Program obligations	1,013		1,106
Total current liabilities	13,277		356,218
Deferred income tax liabilities	33,824		29,000
Program obligations	217		92
Intercompany liabilities			3,842
Other liabilities	58		56
Total liabilities	47,376		389,208
Total equity (deficit)	1,515,512		1,546,227
Total liabilities, redeemable noncontrolling interest and equity (deficit)	1,562,888		1,935,435
Guarantor Subsidiaries | Reclassification of Certain Immaterial Intercompany Balances Between Guarantor and Non-Guarantor Subsidiaries | Restatement Adjustment
Current liabilities:
Total equity (deficit)			(4,300)
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	2,209		1,109		833	0
Accounts receivable, net	16,988		7,903
Deferred income tax assets			97
Other current assets	1,888		1,459
Total current assets	21,085		10,568
Property and equipment, net	4,846		4,832
Deferred financing costs	91		115
Goodwill	15,518		4,504
Broadcast licenses	42,701		42,701
Other intangible assets, net	13,906		7,882
Other assets	1,276		1,626
Total assets	99,423		72,228
Current liabilities:
Current portion of long-term debt	1,252		1,513
Accounts payable	4,478		1,235
Income taxes payable	0
Accrued expenses	2,872		621
Program obligations	1,303		2,185
Total current liabilities	9,905		5,554
Long-term debt, excluding current portion	3,105		3,959
Deferred income tax liabilities	849		646
Program obligations	1,424		1,967
Intercompany liabilities	7,764		2,904
Other liabilities	44,443		45,280
Total liabilities	67,490		60,310
Redeemable noncontrolling interest	12,845		3,242
Total equity (deficit)	19,088		8,676
Total liabilities, redeemable noncontrolling interest and equity (deficit)	99,423		72,228
Non-Guarantor Subsidiaries | Reclassification of Certain Immaterial Intercompany Balances Between Guarantor and Non-Guarantor Subsidiaries | Restatement Adjustment
Current liabilities:
Total equity (deficit)			4,300
Eliminations
Current assets:
Cash and cash equivalents	0		0		0	0
Deferred income tax assets			(67,509)
Total current assets			(67,509)
Advances to consolidated subsidiaries	(978,392)		(1,352,717)
Investment in consolidated subsidiaries	(1,621,827)		(1,554,903)
Other assets	(44,443)		(45,280)
Total assets	(2,644,662)		(3,020,409)
Current liabilities:
Income taxes payable	0
Deferred income tax liabilities			(67,509)
Total current liabilities			(67,509)
Intercompany liabilities	(978,392)		(1,352,717)
Accumulated losses in excess of investment in consolidated subsidiaries			(91,564)
Other liabilities	(44,443)		(45,280)
Total liabilities	(1,022,835)		(1,557,070)
Total equity (deficit)	(1,621,827)		(1,463,339)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	$ (2,644,662)		$ (3,020,409)

[1] Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

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Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statements

Schedule of Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet

As of December 31, 2013

(in thousands)

	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	$	—	$	10,313	$	3	$	2,209	$	—		$	12,525
Accounts receivable, net	—		88,905		39,416		16,988		—			145,309
Deferred income tax assets	—		5,818		1,080		—		—			6,898
Other current assets	—		12,264		1,049		1,888		—			15,201
Total current assets	—		117,300		41,548		21,085		—			179,933
Property and equipment, net	—		180,480		35,752		4,846		—			221,078
Deferred financing costs	—		16,357		—		91		—			16,448
Goodwill	—		169,492		18,518		15,518		—			203,528
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		31,303		1,840		13,906		—			47,049
Advances to consolidated subsidiaries	1,900		7,764		968,728		—		(978,392		)	—
Investment in consolidated subsidiaries	87,227		1,534,600		—		—		(1,621,827		)	—
Other assets	—		52,778		2,688		1,276		(44,443		)	12,299
Total assets	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	16,112	$	—	$	1,252	$	—		$	17,364
Accounts payable	—		4,185		5,339		4,478		—			14,002
Income taxes payable	—		749		671		—		—			1,420
Accrued expenses	—		42,570		6,254		2,872		—			51,696
Program obligations	—		4,711		1,013		1,303		—			7,027
Total current liabilities	—		68,327		13,277		9,905		—			91,509
Long-term debt, excluding current portion	—		924,223		—		3,105		—			927,328
Deferred income tax liabilities	—		30,013		33,824		849		—			64,686
Program obligations	—		2,505		217		1,424		—			4,146
Intercompany liabilities	—		970,628		—		7,764		(978,392		)	—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
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

Condensed Consolidating Balance Sheet

As of December 31, 2012

(in thousands)

	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	$	—		$	44,625		$	573	$	1,109	$	—		$	46,307
Accounts receivable, net	—			87,103			31,144		7,903		—			126,150
Deferred income tax assets	—			67,412			—		97		(67,509		)	—
Other current assets	—			4,850			554		1,459		—			6,863
Total current assets	—			203,990			32,271		10,568		(67,509		)	179,320
Property and equipment, net	—			197,125			39,534		4,832		—			241,491
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			169,492			18,518		4,504		—			192,514
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			48,897			2,775		7,882		—			59,554
Advances to consolidated subsidiaries	—			6,746			1,345,971		—		(1,352,717		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,626		(45,280		)	12,885
Total assets	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,243		$	—	$	1,513	$	—		$	10,756
Accounts payable	—			14,335			3,385		1,235		—			18,955
Income taxes payable	—			372			394		—		—			766
Accrued expenses	—			37,020			115,605		621		—			153,246
Deferred income tax liabilities	—			—			235,728		—		(67,509		)	168,219
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 shareholders' (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

Schedule of Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—	$	263,958		$	136,891		$	1,745		$	(2,591	)	$	400,003
Operating expenses:
Direct operating	—		78,492			53,877			604			(2,355		)	130,618
Selling, general and administrative	—		69,018			34,825			491			(564		)	103,770
Amortization of program rights	—		15,535			5,438			433			—			21,406
Corporate	—		24,838			1,643			—			—			26,481
Depreciation	—		19,169			7,030			47			—			26,246
Amortization of intangible assets	—		264			868			67			—			1,199
Restructuring	—		707			—			—			—			707
Loss from asset dispositions	—		351			121			—			—			472
Operating income	—		55,584			33,089			103			328			89,104
Other expense (income):
Interest expense, net	—		50,688			—			21			(3		)	50,706
Share of loss in equity investments	—		260			4,697			—			—			4,957
Gain on derivative instruments	—		(1,960		)	—			—			—			(1,960		)
Loss on extinguishment of debt	—		1,694			—			—			—			1,694
Intercompany fees and expenses	—		57,931			(57,945		)	14			—			—
Other, net	—		68			(4		)	(13		)	—			51
Total other expense (income), net	—		108,681			(53,252		)	22			(3		)	55,448
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(53,097		)	86,341			81			331			33,656
(Benefit from) provision for income taxes	—		(50,521		)	34,536			(60		)	—			(16,045		)
Net (loss) income from continuing operations	—		(2,576		)	51,805			141			331			49,701
(Loss) income from discontinued operations, net	—		(1,316		)	544			—			(148		)	(920		)
Equity in income (loss) from operations of consolidated subsidiaries	48,577		52,469			—			—			(101,046		)	—
Net income (loss)	48,577		48,577			52,349			141			(100,863		)	48,781
Net loss attributable to noncontrolling interests	—		—			—			204			—			204
Net income (loss) attributable to LIN Media LLC	$	48,577	$	48,577		$	52,349		$	(63	)	$	(100,863	)	$	48,577

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	428,806		$	181,678		$	55,850		$	(13,971	)	$	652,363
Operating expenses:
Direct operating	—			145,176			76,275			37,295			(7,668		)	251,078
Selling, general and administrative	—			109,679			40,934			12,516			(579		)	162,550
Amortization of program rights	—			21,452			5,690			2,100			—			29,242
Corporate	709			40,668			—			—			—			41,377
Depreciation	—			38,306			7,256			1,292			—			46,854
Amortization of intangible assets	—			17,594			935			4,297			—			22,826
Restructuring	—			3,633			—			262			—			3,895
Contract termination costs	—			3,887			—			—			—			3,887
Loss from asset dispositions	—			705			5			—			—			710
Operating (loss) income	(709		)	47,706			50,583			(1,912		)	(5,724		)	89,944
Other (income) expense:
Interest expense, net	—			56,386			—			221			—			56,607
Share of loss in equity investments	—			56			—			—			—			56
Intercompany (income) expense	(20		)	27,947			(28,243		)	316			—			—
Other, net				2,097			—			3			—			2,100
Total other (income) expense, net	(20		)	86,486			(28,243		)	540			—			58,763
(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	(689		)	(38,780		)	78,826			(2,452		)	(5,724		)	31,181
(Benefit from) provision for income taxes	—			(155,975		)	31,530			(975		)	—			(125,420		)
Net (loss) income from continuing operations	(689		)	117,195			47,296			(1,477		)	(5,724		)	156,601
Equity in income (loss) from operations of consolidated subsidiaries	158,802			41,607			—			—			(200,409		)	—
Net income (loss)	158,113			158,802			47,296			(1,477		)	(206,133		)	156,601
Net loss attributable to noncontrolling interests	—			—			—			(1,512		)	—			(1,512		)
Net income (loss) attributable to LIN Media LLC	$	158,113		$	158,802		$	47,296		$	35		$	(206,133	)	$	158,113

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	369,779		$	181,458		$	9,571		$	(7,346	)	$	553,462
Operating expenses:
Direct operating	—			96,504			62,352			5,201			(3,835		)	160,222
Selling, general and administrative	—			85,638			37,917			2,152			(440		)	125,267
Amortization of program rights	—			16,644			5,437			967			—			23,048
Corporate	—			30,357			3,889			—			—			34,246
Depreciation	—			24,061			7,635			453			—			32,149
Amortization of intangible assets	—			4,139			935			1,290			—			6,364
Restructuring	—			1,009			—			—			—			1,009
Loss (gain) from asset dispositions	—			111			(15		)	—			—			96
Operating income (loss)	—			111,316			63,308			(492		)	(3,071		)	171,061
Other expense (income):
Interest expense, net	—			46,625			—			156			(98		)	46,683
Share of loss in equity investments	—			153			98,156			—			—			98,309
Loss on extinguishment of debt	—			3,341			—			—			—			3,341
Intercompany fees and expenses	—			26,549			(26,548		)	(1		)	—			—
Other, net	—			237			—			—			—			237
Total other expense (income), net	—			76,905			71,608			155			(98		)	148,570
Income (loss) from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—			34,411			(8,300		)	(647		)	(2,973		)	22,491
Provision for (benefit from) income taxes	—			44,298			(3,320		)	(515		)	—			40,463
Net loss from continuing operations	—			(9,887		)	(4,980		)	(132		)	(2,973		)	(17,972		)
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 (loss) income from operations of consolidated subsidiaries	(7,045		)	3,382			—			—			3,663			—
Net (loss) income	(7,045		)	(7,045		)	5,954			(132		)	667			(7,601		)
Net loss attributable to noncontrolling interests	—			—			—			(556		)	—			(556		)
Net (loss) income attributable to LIN Media LLC	$	(7,045	)	$	(7,045	)	$	5,954		$	424		$	667		$	(7,045	)

Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	158,113	$	158,802	$	47,296	$	(1,477	)	$	(206,133	)	$	156,601
Pension net gain, net of tax of $5,705	8,738		8,738		—		—			(8,738		)	8,738
Amortization of pension net losses, net of tax of $734	1,120		1,120		—		—			(1,120		)	1,120
Comprehensive income (loss)	167,971		168,660		47,296		(1,477		)	(215,991		)	166,459
Comprehensive loss attributable to noncontrolling interest	—		—		—		(1,512		)	—			(1,512		)
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	168,660	$	47,296	$	35		$	(215,991	)	$	167,971

Condensed Consolidating Statement of Comprehensive Loss

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(7,045	)	$	(7,045	)	$	5,954	$	(132	)	$	667		$	(7,601	)
Pension net gain, net of tax of $1,523	2,424			2,424			—		—			(2,424		)	2,424
Amortization of pension net losses, net of tax of $609	969			969			—		—			(969		)	969
Comprehensive (loss) income	(3,652		)	(3,652		)	5,954		(132		)	(2,726		)	(4,208		)
Comprehensive loss attributable to noncontrolling interest	—			—			—		(556		)	—			(556		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(3,652	)	$	(3,652	)	$	5,954	$	424		$	(2,726	)	$	(3,652	)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	48,577		$	48,577		$	52,349	$	141	$	(100,863	)	$	48,781
Pension net loss, net of tax of $(7,291)	(11,212		)	(11,212		)	—		—		11,212			(11,212		)
Amortization of pension net loss, net of tax of $379	374			374			—		—		(374		)	374
Comprehensive income (loss)	37,739			37,739			52,349		141		(90,025		)	37,943
Comprehensive income attributable to noncontrolling interest	—			—			—		—		204			204
Comprehensive income (loss) attributable to LIN Media LLC	$	37,739		$	37,739		$	52,349	$	141	$	(90,229	)	$	37,739

Schedule of Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	$	(589	)	$	(1,986	)	$	50,612		$	930		$	—		$	48,967
INVESTING ACTIVITIES:
Capital expenditures	—			(22,768		)	(3,540		)	(3,066		)	—			(29,374		)
Payments for business combinations, net of cash acquired	—			(10,082		)	—			—			—			(10,082		)
Proceeds from the sale of assets	—			66			20			—			—			86
Capital contribution to joint venture with NBCUniversal	—			—			(100,000		)	—			—			(100,000		)
Receipt of dividend	2,000			78,011			—			—			(80,011		)	—
Advances on intercompany borrowings	(2,000		)	(4,550		)	—			—			6,550			—
Payments from intercompany borrowings	—			15,009			145,358			—			(160,367		)	—
Net cash (used in) provided by investing activities, continuing operations	—			55,686			41,838			(3,066		)	(233,828		)	(139,370		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	589			1,256			—			—			—			1,845
Tax benefit from exercises of share options	—			1,591			—			—			—			1,591
Proceeds from borrowings on long-term debt	—			139,000			—			—			—			139,000
Principal payments on long-term debt	—			(83,846		)	—			(1,314		)	—			(85,160		)
Payment of long-term debt issue costs	—			(655		)	—			—			—			(655		)
Payment of dividend	—			(2,000		)	(78,011		)	—			80,011			—
Proceeds from intercompany borrowings	—			2,000			—			4,550			(6,550		)	—
Payments on intercompany borrowings	—			(145,358		)	(15,009		)	—			160,367			—
Net cash provided by (used in) financing activities	589			(88,012		)	(93,020		)	3,236			233,828			56,621
Net (decrease) increase in cash and cash equivalents	—			(34,312		)	(570		)	1,100			—			(33,782		)
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	$	—		$	10,313		$	3		$	2,209		$	—		$	12,525

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	142,255		$	4,998		$	2,159		$	23		$	149,435
Net cash used in operating activities, discontinued operations	—		(471		)	(2,242		)	—			(23		)	(2,736		)
Net cash provided by operating activities	—		141,784			2,756			2,159			—			146,699
INVESTING ACTIVITIES:
Capital expenditures	—		(20,158		)	(5,709		)	(2,363		)	—			(28,230		)
Change in restricted cash	—		255,159			—			—			—			255,159
Payments for business combinations, net of cash acquired	—		(352,162		)	—			(6,333		)	—			(358,495		)
Proceeds from the sale of assets	—		30			49			—			—			79
Shortfall loan to joint venture with NBCUniversal	—		(2,292		)	—			—			—			(2,292		)
Advances on intercompany borrowings	—		(2,400		)	—			—			2,400			—
Payments from intercompany borrowings	—		20,382			—			—			(20,382		)	—
Net cash used in investing activities, continuing operations	—		(101,441		)	(5,660		)	(8,696		)	(17,982		)	(133,779		)
Net cash provided by investing activities, discontinued operations	—		6,314			23,206			—			—			29,520
Net cash (used in) provided by investing activities	—		(95,127		)	17,546			(8,696		)	(17,982		)	(104,259		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		1,314			—			—			—			1,314
Proceeds from borrowings on long-term debt	—		322,000			—			6,333			—			328,333
Principal payments on long-term debt	—		(320,374		)	—			(1,805		)	—			(322,179		)
Payment of long-term debt issue costs	—		(10,157		)	—			(115		)	—			(10,272		)
Treasury stock purchased	—		(11,386		)	—			—			—			(11,386		)
Proceeds from intercompany borrowings	—		—			—			2,400			(2,400		)	—
Payments on intercompany borrowings	—		—			(20,382		)	—			20,382			—
Net cash (used in) provided by financing activities	—		(18,603		)	(20,382		)	6,813			17,982			(14,190		)
Net increase (decrease) in cash and cash equivalents	—		28,054			(80		)	276			—			28,250
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	$	—	$	44,625		$	573		$	1,109		$	—		$	46,307

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	52,012		$	10,799		$	103		$	148		$	63,062
Net cash (used in) provided by operating activities, discontinued operations	—		(1,180		)	926			—			(148		)	(402		)
Net cash provided by operating activities	—		50,832			11,725			103			—			62,660
INVESTING ACTIVITIES:
Capital expenditures	—		(12,266		)	(7,763		)	(40		)	—			(20,069		)
Change in restricted cash	—		(255,159		)	—			—			—			(255,159		)
Payments for business combinations, net of cash acquired	—		(10,046		)	—			1,013			—			(9,033		)
Proceeds from the sale of assets	—		72			2			—			—			74
Payments on derivative instruments	—		(2,020		)	—			—			—			(2,020		)
Shortfall loan to joint venture with NBCUniversal	—		(2,483		)	—			—			—			(2,483		)
Other investments, net	—		(375		)	—			—			—			(375		)
Advances to consolidated subsidiaries	—		(400		)	—			—			400			—
Payments from consolidated subsidiaries	—		3,750			—			—			(3,750		)	—
Net cash (used in) provided by investing activities, continuing operations	—		(278,927		)	(7,761		)	973			(3,350		)	(289,065		)
Net cash used in investing activities, discontinued operations	—		(106		)	(9		)	—			—			(115		)
Net cash (used in) provided by investing activities	—		(279,033		)	(7,770		)	973			(3,350		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		841			—			—			—			841
Proceeds from borrowings on long-term debt	—		417,695			—			—			—			417,695
Principal payments on long-term debt	—		(174,573		)	—			(643		)	—			(175,216		)
Payment of long-term debt issue costs	—		(7,662		)	—			—			—			(7,662		)
Treasury stock purchased	—		(2,729		)	—			—			—			(2,729		)
Proceeds from intercompany borrowings	—		—			—			400			(400		)	—
Payments on intercompany borrowings	—		—			(3,750		)	—			3,750			—
Net cash provided by (used in) financing activities, continuing operations	—		233,572			(3,750		)	(243		)	3,350			232,929
Net cash provided by (used in) financing activities	$	—	$	233,572		$	(3,750	)	$	(243	)	$	3,350		$	232,929
Net increase in cash and cash equivalents	—		5,371			205			833			—			6,409
Cash and cash equivalents at the beginning of the period	—		11,200			448			—			—			11,648
Cash and cash equivalents at the end of the period	—		16,571			653			833			—			18,057

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of assets and liabilities of WBDT, Vaughan and Kasy included in the consolidating balance sheets

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

Schedule of barter revenue and expense included in the consolidated statements of operations

Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Schedule of stock-based compensation expense included in the Company's consolidated statements of operations

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Schedule of reconciliation of the weighted average common shares outstanding for purposes of calculating basic and diluted (loss) income per common share

The following is a reconciliation of the weighted-average common shares outstanding for purposes of calculating basic and diluted income (loss) per common share (in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	$	156,601		$	(17,972	)	$	49,701
Net (loss) income attributable to noncontrolling interest included in continuing operations	(1,512		)	(556		)	204
Income (loss) from continuing operations attributable to LIN LLC	158,113			(17,416		)	49,497
Income (loss) from discontinued operations, including gain on sale	—			10,371			(920		)
Net income (loss) attributable to LIN LLC	$	158,113		$	(7,045	)	$	48,577
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	52,439			54,130			55,768
Effect of dilutive securities:
Share options and restricted shares	3,200			—			1,311
Weighted-average common shares, diluted	55,639			54,130			57,079

Schedule of changes in the redeemable noncontrolling interest related to Nami Media

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

LIN Television

Entity Information [Line Items]

Schedule of assets and liabilities of WBDT, Vaughan and Kasy included in the consolidating balance sheets

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

Schedule of barter revenue and expense included in the consolidated statements of operations

Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Schedule of stock-based compensation expense included in the Company's consolidated statements of operations

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Schedule of changes in the redeemable noncontrolling interest related to Nami Media

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

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Condensed Consolidating Financial Statements (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed consolidating financial statements
Net revenues	$ 183,915	$ 163,110		$ 164,346	$ 140,992	$ 196,170	$ 133,076	$ 121,016	$ 103,200	$ 652,363	$ 553,462	$ 400,003
Operating expenses:
Direct operating										251,078	160,222	130,618
Selling, general and administrative										162,550	125,267	103,770
Amortization of program rights										29,242	23,048	21,406
Corporate										41,377	34,246	26,481
Depreciation										46,854	32,149	26,246
Amortization of intangible assets										22,826	6,364	1,199
Restructuring										3,895	1,009	707
Contract termination costs										3,887	0	0
Loss from asset dispositions										710	96	472
Operating income	28,026	23,226		26,916	11,776	71,239	44,367	34,995	20,460	89,944	171,061	89,104
Other expense (income):
Interest expense, net										56,607	46,683	50,706
Share of loss in equity investments										56	98,309	4,957
Gain on derivative instruments										0	0	(1,960)
Loss on extinguishment of debt										0	3,341	1,694
Intercompany (income) expense										0	0	0
Other, net										2,100	237	51
Total other expense, net										58,763	148,570	55,448
Income before (benefit from) provision for income taxes										31,181	22,491	33,656
(Benefit from) provision for income taxes										(125,420)	40,463	(16,045)
Income (loss) from continuing operations	3,944	146,508	[1]	7,169	(1,020)	(58,163)	19,619	15,457	5,115	156,601	(17,972)	49,701
Net (loss) income										0	(1,018)	(920)
Gain (loss) recorded on sale, net of tax										0	11,389	0
Equity in (loss) income from operations of consolidated subsidiaries										0	0
Net income (loss)										156,601	(7,601)	48,781
Net (loss) income attributable to noncontrolling interests										(1,512)	(556)	204
Net income (loss) attributable to reporting entity	4,556	146,938		7,475	(856)	(58,088)	19,659	27,118	4,266	158,113	(7,045)	48,577
LIN Media LLC
Condensed consolidating financial statements
Net revenues										0	0	0
Operating expenses:
Corporate										709	0	0
Operating income										(709)	0	0
Other expense (income):
Intercompany (income) expense										(20)	0	0
Total other expense, net										(20)	0	0
Income before (benefit from) provision for income taxes										(689)	0	0
Income (loss) from continuing operations										(689)	0	0
Equity in (loss) income from operations of consolidated subsidiaries										158,802	(7,045)	48,577
Net income (loss)										158,113	(7,045)	48,577
Net income (loss) attributable to reporting entity										158,113	(7,045)	48,577
LIN Television Corporation
Condensed consolidating financial statements
Net revenues										428,806	369,779	263,958
Operating expenses:
Direct operating										145,176	96,504	78,492
Selling, general and administrative										109,679	85,638	69,018
Amortization of program rights										21,452	16,644	15,535
Corporate										40,668	30,357	24,838
Depreciation										38,306	24,061	19,169
Amortization of intangible assets										17,594	4,139	264
Restructuring										3,633	1,009	707
Contract termination costs										3,887
Loss from asset dispositions										705	111	(351)
Operating income										47,706	111,316	55,584
Other expense (income):
Interest expense, net										56,386	46,625	50,688
Share of loss in equity investments										56	153	260
Gain on derivative instruments												(1,960)
Loss on extinguishment of debt											3,341	1,694
Intercompany (income) expense										27,947	26,549	57,931
Other, net										2,097	237	68
Total other expense, net										86,486	76,905	108,681
Income before (benefit from) provision for income taxes										(38,780)	34,411	(53,097)
(Benefit from) provision for income taxes										(155,975)	44,298	(50,521)
Income (loss) from continuing operations										117,195	(9,887)	(2,576)
Net (loss) income											(251)	(1,316)
Gain (loss) recorded on sale, net of tax											(289)
Equity in (loss) income from operations of consolidated subsidiaries										41,607	3,382	52,469
Net income (loss)										158,802	(7,045)	48,577
Net income (loss) attributable to reporting entity										158,802	(7,045)	48,577
Guarantor Subsidiaries
Condensed consolidating financial statements
Net revenues										181,678	181,458	136,891
Operating expenses:
Direct operating										76,275	62,352	53,877
Selling, general and administrative										40,934	37,917	34,825
Amortization of program rights										5,690	5,437	5,438
Corporate											3,889	1,643
Depreciation										7,256	7,635	7,030
Amortization of intangible assets										935	935	868
Loss from asset dispositions										5	(15)	(121)
Operating income										50,583	63,308	33,089
Other expense (income):
Share of loss in equity investments											98,156	4,697
Intercompany (income) expense										(28,243)	(26,548)	(57,945)
Other, net												(4)
Total other expense, net										(28,243)	71,608	(53,252)
Income before (benefit from) provision for income taxes										78,826	(8,300)	86,341
(Benefit from) provision for income taxes										31,530	(3,320)	34,536
Income (loss) from continuing operations										47,296	(4,980)	51,805
Net (loss) income											(744)	544
Gain (loss) recorded on sale, net of tax											11,678
Net income (loss)										47,296	5,954	52,349
Net income (loss) attributable to reporting entity										47,296	5,954	52,349
Non-Guarantor Subsidiaries
Condensed consolidating financial statements
Net revenues										55,850	9,571	1,745
Operating expenses:
Direct operating										37,295	5,201	604
Selling, general and administrative										12,516	2,152	491
Amortization of program rights										2,100	967	433
Depreciation										1,292	453	47
Amortization of intangible assets										4,297	1,290	67
Restructuring										262
Operating income										(1,912)	(492)	103
Other expense (income):
Interest expense, net										221	156	21
Intercompany (income) expense										316	(1)	14
Other, net										3		(13)
Total other expense, net										540	155	22
Income before (benefit from) provision for income taxes										(2,452)	(647)	81
(Benefit from) provision for income taxes										(975)	(515)	(60)
Income (loss) from continuing operations										(1,477)	(132)	141
Gain (loss) recorded on sale, net of tax											0
Net income (loss)										(1,477)	(132)	141
Net (loss) income attributable to noncontrolling interests										(1,512)	(556)	204
Net income (loss) attributable to reporting entity										35	424	(63)
Eliminations
Condensed consolidating financial statements
Net revenues										(13,971)	(7,346)	(2,591)
Operating expenses:
Direct operating										(7,668)	(3,835)	(2,355)
Selling, general and administrative										(579)	(440)	(564)
Operating income										(5,724)	(3,071)	328
Other expense (income):
Interest expense, net											(98)	(3)
Total other expense, net										0	(98)	(3)
Income before (benefit from) provision for income taxes										(5,724)	(2,973)	331
Income (loss) from continuing operations										(5,724)	(2,973)	331
Net (loss) income											(23)	(148)
Gain (loss) recorded on sale, net of tax											0
Equity in (loss) income from operations of consolidated subsidiaries										(200,409)	3,663	(101,046)
Net income (loss)										(206,133)	667	(100,863)
Net income (loss) attributable to reporting entity										$ (206,133)	$ 667	$ (100,863)

[1] During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

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Income Taxes (Details) (USD $)	12 Months Ended					12 Months Ended		12 Months Ended									12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Transaction agreement	Mar. 31, 2013 Transaction agreement	Dec. 31, 2013 Merger transaction	Jul. 30, 2013 Merger transaction	Dec. 31, 2013 Federal Transaction agreement	Dec. 31, 2013 State Transaction agreement	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2012 LIN Television Transaction agreement	Dec. 31, 2013 LIN Television Merger transaction	Sep. 30, 2013 LIN Television Merger transaction	Jul. 30, 2013 LIN Television Merger transaction	Dec. 31, 2013 LIN Television Federal Transaction agreement	Dec. 31, 2013 LIN Television State Transaction agreement
Current:
Federal	$ 26,056,000	$ 21,000	$ 543,000							$ 26,056,000	$ 21,000	$ 543,000
State	5,636,000	1,571,000	652,000							5,636,000	1,571,000	652,000
Foreign		633,000								0	633,000
Total current	31,692,000	2,225,000	1,195,000							31,692,000	2,225,000	1,195,000
Deferred:
Federal	(124,201,000)	33,865,000	(25,907,000)							(124,201,000)	33,865,000	(25,907,000)
State	(32,911,000)	4,373,000	8,667,000							(32,911,000)	4,373,000	8,667,000
Total deferred	(157,112,000)	38,238,000	(17,240,000)							(157,112,000)	38,238,000	(17,240,000)
Total current and deferred	(125,420,000)	40,463,000	(16,045,000)			(124,300,000)				(125,420,000)	40,463,000	(16,045,000)		(124,300,000)
Federal statutory rate (as a percent)	35.00%	35.00%	35.00%							35.00%	35.00%	35.00%
Reconciliation of the amount calculated by applying the federal statutory rate to income before income taxes to the actual provision for (benefit from) income taxes
Provision assuming federal statutory rate	10,913,000	7,871,000	11,780,000							10,913,000	7,871,000	11,780,000
State taxes, net of federal tax benefit	3,863,000	5,723,000	1,790,000							3,863,000	5,723,000	1,790,000
State tax law/rate changes, net of federal tax benefit	0	1,883,000	5,703,000								1,883,000	5,703,000
Change in valuation allowance	(18,157,000)	(4,622,000)	(36,541,000)							(18,157,000)	(4,622,000)	(36,541,000)
Stock compensation	(53,000)	(17,000)	601,000							(53,000)	(17,000)	601,000
Reserve of tax contingencies	124,000	633,000	0							124,000	633,000
Impact of JV Sale Transaction	0	28,435,000	0	28,400,000				27,500,000	900,000		28,435,000		28,400,000				27,500,000	900,000
Impact of the Merger	(124,306,000)									(124,306,000)
Non-deductible acquisition and Merger related transaction costs	1,645,000									1,645,000
Other	551,000	557,000	622,000							551,000	557,000	622,000
Effective income tax rate on continuing operations (as a percent)	(402.20%)	179.90%	(47.70%)							(402.20%)	179.90%	(47.70%)
Short Term Deferred Liabilities Reclassified to Income Taxes Payable upon Consummation of Transaction					162,800,000
Tax saving due to setting offsetting of realized capital loss and net operating losses with the capital gain		131,500,000					131,500,000									131,500,000
Short-term deferred Federal and State tax liability associated with sale transaction		162,800,000					31,300,000				162,800,000				31,300,000
Incremental deferred income tax expense recognized, net of federal benefit			$ 5,100,000									$ 5,100,000

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Schedule I-Condensed Financial Information of the Registrant (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities:
Net cash used in by operating activities	$ 48,967	$ 146,699	$ 62,660
Receipt of dividend	0
Advances on intercompany borrowings	0	0
Net cash used in investing activities, continuing operations	(139,370)	(133,779)	(289,065)
Net proceeds on exercises of employee and director stock-based compensation	1,845	1,314	841
Net cash provided by (used in) financing activities	56,621	(14,190)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782)	28,250	6,409
Cash and cash equivalents at the beginning of the period	46,307	18,057	11,648
Cash and cash equivalents at the end of the period	12,525	46,307	18,057
LIN Media LLC
Operating activities:
Net cash used in by operating activities	(589)	0	0
Receipt of dividend	2,000	0	0
Advances on intercompany borrowings	(2,000)	0	0
Net cash used in investing activities, continuing operations	0	0	0
Net proceeds on exercises of employee and director stock-based compensation	589	0	0
Net cash provided by (used in) financing activities	589	0	0
Net (decrease) increase in cash and cash equivalents	0	0	0
Cash and cash equivalents at the beginning of the period	0	0	0
Cash and cash equivalents at the end of the period	$ 0	$ 0	$ 0

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Discontinued Operations (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Discontinued Operations
Gain (loss) recorded on sale, net of tax	$ 0	$ 11,389,000	$ 0
Net revenues		2,633,000	11,821,000
Operating (loss) income		(1,559,000)	380,000
Net (loss) income	0	(1,018,000)	(920,000)
WWHO-TV
Discontinued Operations
Gain (loss) recorded on sale		(400,000)
Gain (loss) recorded on sale, net of tax		(300,000)
Net revenues		440,000	4,236,000
Operating (loss) income		(393,000)	(699,000)
Net (loss) income		(252,000)	(1,427,000)
WUPW-TV
Discontinued Operations
Gain (loss) recorded on sale		18,000,000
Gain (loss) recorded on sale, net of tax		11,700,000
Net revenues		2,193,000	7,585,000
Operating (loss) income		(1,166,000)	1,079,000
Net (loss) income		(766,000)	507,000
LIN Television
Discontinued Operations
Gain (loss) recorded on sale, net of tax	0	11,389,000	0
Net revenues		2,633,000	11,821,000
Operating (loss) income		(1,559,000)	380,000
Net (loss) income	0	(1,018,000)	(920,000)
LIN Television | WWHO-TV
Discontinued Operations
Gain (loss) recorded on sale		(400,000)
Gain (loss) recorded on sale, net of tax		(300,000)
Net revenues		440,000	4,236,000
Operating (loss) income		(393,000)	(699,000)
Net (loss) income		(252,000)	(1,427,000)
LIN Television | WUPW-TV
Discontinued Operations
Gain (loss) recorded on sale		18,000,000
Gain (loss) recorded on sale, net of tax		11,700,000
Net revenues		2,193,000	7,585,000
Operating (loss) income		(1,166,000)	1,079,000
Net (loss) income		$ (766,000)	$ 507,000

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Income Taxes (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Entity Information [Line Items]
Unrecognized tax benefits that if recognized would reduce the effective tax rate from continuing operations	$ 900,000	$ 800,000	$ 0
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Balance at beginning of year	26,559,000	26,381,000	26,610,000
Additions for tax positions of current year	733,000	1,798,000	2,386,000
Additions for tax positions of prior years	0	0	0
Reductions for tax positions of prior years	(2,084,000)	(1,133,000)	(2,128,000)
Reductions related to settlements with taxing authorities	0	0	0
Reductions related to expiration of the statue of limitations	(730,000)	(487,000)	(487,000)
Balance at end of year	24,478,000	26,559,000	26,381,000
LIN Television
Entity Information [Line Items]
Unrecognized tax benefits that if recognized would reduce the effective tax rate from continuing operations	900,000	800,000	0
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Balance at beginning of year	26,559,000	26,381,000	26,610,000
Additions for tax positions of current year	733,000	1,798,000	2,386,000
Reductions for tax positions of prior years	(2,084,000)	(1,133,000)	(2,128,000)
Reductions related to expiration of the statue of limitations	(730,000)	(487,000)	(487,000)
Balance at end of year	$ 24,478,000	$ 26,559,000	$ 26,381,000

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Schedule I-Condensed Financial Information of the Registrant (Details) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
ASSETS
Advances to consolidated subsidiaries	$ 0		$ 0
Investment in consolidated subsidiaries	0		0
Total assets	1,216,850	[1]	1,241,414	[1]
Liabilities:
Accumulated losses in excess of investment in consolidated subsidiaries			0
Common stock, other disclosures
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost	(21,984)	[2]	(21,984)	[2]
Additional paid-in capital	0	[2]	1,129,691	[2]
Accumulated deficit	(1,006,322)		(1,164,435)
Accumulated other comprehensive loss	(25,526)		(35,384)
Total equity (deficit)	89,127		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	1,216,850		1,241,414
Treasury stock, other disclosures
Treasury stock, shares	4,947,659		4,947,659
Class A common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	624,564	[2]	313	[2]
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	100,000,000		100,000,000
Common stock, issued shares	39,013,005		35,672,528
Common stock, outstanding shares	34,065,346		30,724,869
Class B common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	518,395	[2]	235	[2]
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	20,901,726		23,401,726
Common stock, outstanding shares	20,901,726		23,401,726
Class C common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	0		0
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	2		2
Common stock, outstanding shares	2		2
LIN Media LLC
ASSETS
Advances to consolidated subsidiaries	1,900
Investment in consolidated subsidiaries	87,227		0
Total assets	89,127		0
Liabilities:
Accumulated losses in excess of investment in consolidated subsidiaries	0		91,564
Common stock, other disclosures
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost	(21,984)	[3]	(21,984)	[3]
Additional paid-in capital	0		1,129,691
Accumulated deficit	(1,006,322)		(1,164,435)
Accumulated other comprehensive loss	(25,526)		(35,384)
Total equity (deficit)	89,127		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	89,127		0
Treasury stock, other disclosures
Treasury stock, shares	4,947,659		4,947,659
LIN Media LLC | Class A common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	624,564		313
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	100,000,000		100,000,000
Common stock, issued shares	39,013,005		35,672,528
Common stock, outstanding shares	34,065,346		30,724,869
LIN Media LLC | Class B common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	518,395		235
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	2		2
Common stock, outstanding shares	2		2
LIN Media LLC | Class C common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	$ 0		$ 0
Common stock, other disclosures
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	20,901,726		23,401,726
Common stock, outstanding shares	20,901,726		23,401,726

[1] Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

[2] In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN LLC.

[3] In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN Media LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each class represents a limited liability interest in LIN Media LLC.

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Condensed Consolidating Financial Statements (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	$ 48,967	$ 149,435	$ 63,062
Net cash used in operating activities, discontinued operations	0	(2,736)	(402)
Net cash provided by operating activities	48,967	146,699	62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374)	(28,230)	(20,069)
Change in restricted cash	0	255,159	(255,159)
Payments for business combinations, net of cash acquired	(10,082)	(358,495)	(9,033)
Proceeds from the sale of assets	86	79	74
Capital contribution to joint venture with NBCUniversal	(100,000)	0	0
Receipt of dividend	0
Payments on derivative instruments	0	0	(2,020)
Shortfall loans to joint venture with NBCUniversal	0	(2,292)	(2,483)
Advances on intercompany borrowings	0	0
Payments from intercompany borrowings	0	0
Other investments, net	0	0	(375)
Advances to consolidated subsidiaries			0
Payments from consolidated subsidiaries			0
Net cash used in investing activities, continuing operations	(139,370)	(133,779)	(289,065)
Net cash provided by (used in) investing activities, discontinued operations	0	29,520	(115)
Net cash used in investing activities	(139,370)	(104,259)	(289,180)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	1,845	1,314	841
Tax benefit from exercises of share options	1,591	0	0
Proceeds from borrowings on long-term debt	139,000	328,333	417,695
Principal payments on long-term debt	(85,160)	(322,179)	(175,216)
Payment of long-term debt issue costs	(655)	(10,272)	(7,662)
Payments of dividend	0
Treasury shares purchased	0	(11,386)	(2,729)
Proceeds from intercompany borrowings	0	0	0
Payments on intercompany borrowings	0	0	0
Net cash provided by (used in) financing activities, continuing operations			232,929
Net cash provided by (used in) financing activities	56,621	(14,190)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782)	28,250	6,409
Cash and cash equivalents at the beginning of the period	46,307	18,057	11,648
Cash and cash equivalents at the end of the period	12,525	46,307	18,057
LIN Media LLC
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	(589)
Net cash provided by operating activities	(589)	0	0
INVESTING ACTIVITIES:
Receipt of dividend	2,000	0	0
Advances on intercompany borrowings	(2,000)	0	0
Net cash used in investing activities, continuing operations	0	0	0
Net cash used in investing activities		0	0
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	589	0	0
Net cash provided by (used in) financing activities, continuing operations			0
Net cash provided by (used in) financing activities	589	0	0
Net (decrease) increase in cash and cash equivalents	0	0	0
Cash and cash equivalents at the beginning of the period	0	0	0
Cash and cash equivalents at the end of the period	0	0	0
LIN Television Corporation
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	(1,986)	142,255	52,012
Net cash used in operating activities, discontinued operations		(471)	(1,180)
Net cash provided by operating activities		141,784	50,832
INVESTING ACTIVITIES:
Capital expenditures	(22,768)	(20,158)	(12,266)
Change in restricted cash		255,159	(255,159)
Payments for business combinations, net of cash acquired	(10,082)	(352,162)	(10,046)
Proceeds from the sale of assets	66	30	72
Receipt of dividend	78,011
Payments on derivative instruments			(2,020)
Shortfall loans to joint venture with NBCUniversal		(2,292)	(2,483)
Advances on intercompany borrowings	(4,550)	(2,400)
Payments from intercompany borrowings	15,009	20,382
Other investments, net			(375)
Advances to consolidated subsidiaries			(400)
Payments from consolidated subsidiaries			3,750
Net cash used in investing activities, continuing operations	55,686	(101,441)	(278,927)
Net cash provided by (used in) investing activities, discontinued operations		6,314	(106)
Net cash used in investing activities		(95,127)	(279,033)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	1,256	1,314	841
Tax benefit from exercises of share options	1,591
Proceeds from borrowings on long-term debt	139,000	322,000	417,695
Principal payments on long-term debt	(83,846)	(320,374)	(174,573)
Payment of long-term debt issue costs	(655)	(10,157)	(7,662)
Payments of dividend	(2,000)
Treasury shares purchased		(11,386)	(2,729)
Proceeds from intercompany borrowings	2,000
Payments on intercompany borrowings	(145,358)
Net cash provided by (used in) financing activities, continuing operations			233,572
Net cash provided by (used in) financing activities	(88,012)	(18,603)	233,572
Net (decrease) increase in cash and cash equivalents	(34,312)	28,054	5,371
Cash and cash equivalents at the beginning of the period	44,625	16,571	11,200
Cash and cash equivalents at the end of the period	10,313	44,625	16,571
Guarantor Subsidiaries
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	50,612	4,998	10,799
Net cash used in operating activities, discontinued operations		(2,242)	926
Net cash provided by operating activities		2,756	11,725
INVESTING ACTIVITIES:
Capital expenditures	(3,540)	(5,709)	(7,763)
Proceeds from the sale of assets	20	49	2
Capital contribution to joint venture with NBCUniversal	(100,000)
Payments from intercompany borrowings	145,358
Payments from consolidated subsidiaries			0
Net cash used in investing activities, continuing operations	41,838	(5,660)	(7,761)
Net cash provided by (used in) investing activities, discontinued operations		23,206	(9)
Net cash used in investing activities		17,546	(7,770)
FINANCING ACTIVITIES:
Payments of dividend	(78,011)
Payments on intercompany borrowings	(15,009)	(20,382)	(3,750)
Net cash provided by (used in) financing activities, continuing operations			(3,750)
Net cash provided by (used in) financing activities	(93,020)	(20,382)	(3,750)
Net (decrease) increase in cash and cash equivalents	(570)	(80)	205
Cash and cash equivalents at the beginning of the period	573	653	448
Cash and cash equivalents at the end of the period	3	573	653
Non-Guarantor Subsidiaries
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	930	2,159	103
Net cash provided by operating activities		2,159	103
INVESTING ACTIVITIES:
Capital expenditures	(3,066)	(2,363)	(40)
Payments for business combinations, net of cash acquired		(6,333)	1,013
Net cash used in investing activities, continuing operations	(3,066)	(8,696)	973
Net cash used in investing activities		(8,696)	973
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt		6,333
Principal payments on long-term debt	(1,314)	(1,805)	(643)
Payment of long-term debt issue costs		(115)
Treasury shares purchased		0
Proceeds from intercompany borrowings	4,550	2,400	400
Net cash provided by (used in) financing activities, continuing operations			(243)
Net cash provided by (used in) financing activities	3,236	6,813	(243)
Net (decrease) increase in cash and cash equivalents	1,100	276	833
Cash and cash equivalents at the beginning of the period	1,109	833	0
Cash and cash equivalents at the end of the period	2,209	1,109	833
Eliminations
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	0	23	148
Net cash used in operating activities, discontinued operations		(23)	(148)
Net cash provided by operating activities		0	0
INVESTING ACTIVITIES:
Receipt of dividend	(80,011)
Advances on intercompany borrowings	6,550	2,400
Payments from intercompany borrowings	(160,367)	(20,382)
Advances to consolidated subsidiaries			400
Payments from consolidated subsidiaries			(3,750)
Net cash used in investing activities, continuing operations	(233,828)	(17,982)	(3,350)
Net cash used in investing activities		(17,982)	(3,350)
FINANCING ACTIVITIES:
Payments of dividend	80,011
Proceeds from intercompany borrowings	(6,550)	(2,400)	(400)
Payments on intercompany borrowings	160,367	20,382	3,750
Net cash provided by (used in) financing activities, continuing operations			3,350
Net cash provided by (used in) financing activities	233,828	17,982	3,350
Net (decrease) increase in cash and cash equivalents	0	0	0
Cash and cash equivalents at the beginning of the period	0	0	0
Cash and cash equivalents at the end of the period	$ 0	$ 0	$ 0

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Schedule I-Condensed Financial Information of the Registrant (Details 2) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Statements of Operations
Net revenues	$ 183,915	$ 163,110		$ 164,346	$ 140,992	$ 196,170	$ 133,076	$ 121,016	$ 103,200	$ 652,363	$ 553,462	$ 400,003
Operating expenses:
Corporate										41,377	34,246	26,481
Operating income	28,026	23,226		26,916	11,776	71,239	44,367	34,995	20,460	89,944	171,061	89,104
Intercompany income										0	0	0
Total other expense, net										58,763	148,570	55,448
Income before (benefit from) provision for income taxes										31,181	22,491	33,656
Income (loss) from continuing operations	3,944	146,508	[1]	7,169	(1,020)	(58,163)	19,619	15,457	5,115	156,601	(17,972)	49,701
Net income (loss) attributable to reporting entity	4,556	146,938		7,475	(856)	(58,088)	19,659	27,118	4,266	158,113	(7,045)	48,577
Basic (loss) income per common share attributable to LIN Media LLC (in dollars per share)	$ 0.09	$ 2.78		$ 0.14	$ (0.02)	$ (1.09)	$ 0.37	$ 0.49	$ 0.08	$ 3.02	$ (0.13)	$ 0.87
Diluted (loss) income per common share attributable to LIN Media LLC (in dollars per share)	$ 0.08	$ 2.63		$ 0.13	$ (0.02)	$ (1.09)	$ 0.36	$ 0.48	$ 0.08	$ 2.84	$ (0.13)	$ 0.85
Weighted-average number of common shares outstanding used in calculating basic income per common share (in shares)	52,879	52,791		52,278	51,910	53,169	53,066	55,174	56,184	52,439	54,130	55,768
Weighted-average number of common shares outstanding used in calculating diluted income per common share (in shares)	56,240	55,855		55,595	51,910	53,169	54,353	56,300	57,512	55,639	54,130	57,079
LIN Media LLC
Condensed Statements of Operations
Net revenues										0	0	0
Operating expenses:
Corporate										709	0	0
Operating income										(709)	0	0
Intercompany income										(20)	0	0
Total other expense, net										(20)	0	0
Income before (benefit from) provision for income taxes										(689)	0	0
Income (loss) from continuing operations										(689)	0	0
Equity in (loss) income from operations of consolidated subsidiaries										(158,802)	7,045	(48,577)
Net income (loss) attributable to reporting entity										$ 158,113	$ (7,045)	$ 48,577
Basic (loss) income per common share attributable to LIN Media LLC (in dollars per share)										$ 3.02	$ (0.13)	$ 0.87
Diluted (loss) income per common share attributable to LIN Media LLC (in dollars per share)										$ 2.84	$ (0.13)	$ 0.85
Weighted-average number of common shares outstanding used in calculating basic income per common share (in shares)										52,439	54,130	55,768
Weighted-average number of common shares outstanding used in calculating diluted income per common share (in shares)										55,639	54,130	57,079

[1] During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

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Accrued Expenses (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Entity Information [Line Items]
Accrued compensation	$ 11,817	$ 11,275
Accrued contract costs	3,394	4,163
Accrued interest	12,168	7,841
Accrued capital contribution to joint venture	0	100,000
Other accrued expenses	24,317	29,967
Total	51,696	153,246
LIN Television
Entity Information [Line Items]
Accrued compensation	11,817	11,275
Accrued contract costs	3,394	4,163
Accrued interest	12,168	7,841
Accrued capital contribution to joint venture	0	100,000
Other accrued expenses	24,317	29,967
Total	$ 51,696	$ 153,246

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Commitments and Contingencies (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Commitments
2014	$ 72,195,000
2015	60,605,000
2016	33,527,000
2017	15,279,000
2018	1,764,000
Thereafter	7,353,000
Total obligations	190,723,000
Program obligations	6,300,000
Rent expense	5,800,000		2,500,000	1,500,000
Operating Leases and Agreements
Commitments
2014	45,076,000
2015	33,930,000
2016	16,140,000
2017	12,146,000
2018	1,611,000
Thereafter	7,139,000
Total obligations	116,042,000
Syndicated Television Programming
Commitments
2014	27,119,000	[1]
2015	26,675,000	[1]
2016	17,387,000	[1]
2017	3,133,000	[1]
2018	153,000	[1]
Thereafter	214,000	[1]
Total obligations	74,681,000	[1]
LIN Television
Commitments
2014	72,195,000
2015	60,605,000
2016	33,527,000
2017	15,279,000
2018	1,764,000
Thereafter	7,353,000
Total obligations	190,723,000
Rent expense	5,800,000		2,500,000	1,500,000
LIN Television | Operating Leases and Agreements
Commitments
2014	45,076,000
2015	33,930,000
2016	16,140,000
2017	12,146,000
2018	1,611,000
Thereafter	7,139,000
Total obligations	116,042,000
LIN Television | Syndicated Television Programming
Commitments
2014	27,119,000	[1]
2015	26,675,000	[1]
2016	17,387,000	[1]
2017	3,133,000	[1]
2018	153,000	[1]
Thereafter	214,000	[1]
Total obligations	74,681,000	[1]
Program obligations	$ 6,300,000

[1] Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013.

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Accrued Expenses

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Accrued Expenses

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

LIN Television

Entity Information [Line Items]

Accrued Expenses

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

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Basis of Presentation and Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2013 segment
Principles of consolidation
Number of reportable segments	1
8.375% Senior Notes
Basis of presentation and summary of significant accounting policies
Interest rate (as a percent)	8.375%
6.375% Senior Notes
Basis of presentation and summary of significant accounting policies
Interest rate (as a percent)	6.375%
LIN Television
Principles of consolidation
Number of reportable segments	1
LIN Television | 8.375% Senior Notes
Basis of presentation and summary of significant accounting policies
Interest rate (as a percent)	8.375%
LIN Television | 6.375% Senior Notes
Basis of presentation and summary of significant accounting policies
Interest rate (as a percent)	6.375%

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Restructuring and Contract Termination Costs (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of activities for restructuring actions

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

LIN Television

Entity Information [Line Items]

Schedule of activities for restructuring actions

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

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Income Taxes (Details 3) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Operating loss carryforwards
Net operating loss carryforwards utilized upon completion of sale transaction	$ 4.9
Federal
Operating loss carryforwards
Net operating loss carryforwards	4.6
State
Operating loss carryforwards
Net operating loss carryforwards	13.1
LIN Television
Operating loss carryforwards
Net operating loss carryforwards utilized upon completion of sale transaction	4.9
LIN Television | Federal
Operating loss carryforwards
Net operating loss carryforwards	4.6
LIN Television | State
Operating loss carryforwards
Net operating loss carryforwards	$ 13.1

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of property and equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

LIN Television

Entity Information [Line Items]

Schedule of property and equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

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Basis of Presentation and Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 12,525		$ 46,307		$ 18,057	$ 11,648
Accounts receivable, net	145,309		126,150
Other assets	15,201		6,863
Total current assets	179,933		179,320
Property and equipment, net	221,078		241,491
Broadcast licenses and other intangible assets, net	583,564		596,069
Other assets	12,299		12,885
Total assets	1,216,850	[1]	1,241,414	[1]
Current liabilities:
Current portion of long-term debt	17,364		10,756
Accounts payable	14,002		18,955
Accrued expenses	51,696		153,246
Program obligations	7,027		10,770
Total current liabilities	91,509		362,712
Long-term debt, excluding current portion	927,328		879,471
Program obligations	4,146		4,281
Other liabilities	27,209		42,716
Total liabilities	1,114,878	[1]	1,329,736	[1]
WBDT, Vaughan and KASY
Current assets:
Cash and cash equivalents	278		418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	56,056		60,380
Current liabilities:
Current portion of long-term debt	1,162		1,451
Accounts payable	63		0
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	56,056		60,380
LIN Television
Current assets:
Cash and cash equivalents	12,525		46,307		18,057	11,648
Accounts receivable, net	145,409		126,150
Other assets	15,201		6,863
Total current assets	180,033		179,320
Property and equipment, net	221,078		241,491
Broadcast licenses and other intangible assets, net	583,564		596,069
Other assets	12,299		12,885
Total assets	1,216,950	[1]	1,241,414	[1]
Current liabilities:
Current portion of long-term debt	17,364		10,756
Accounts payable	14,002		18,955
Accrued expenses	51,696		153,246
Program obligations	7,027		10,770
Total current liabilities	91,509		362,712
Long-term debt, excluding current portion	929,328		879,471
Program obligations	4,146		4,281
Other liabilities	27,209		42,716
Total liabilities	1,116,878	[1]	1,329,736	[1]
LIN Television | WBDT, Vaughan and KASY
Current assets:
Cash and cash equivalents	278		418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	56,056		60,380
Current liabilities:
Current portion of long-term debt	1,162		1,451
Accounts payable	63		0
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$ 56,056		$ 60,380

[1] Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

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Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
401(k) Plan
Defined contribution plan
Employer's contribution for eligible employees (as a percent)	3.00%
Vesting percentage for employer contribution	100.00%
Amount contributed in the plan	$ 4.8	$ 3.9	$ 3.6
401(k) Plan | Period effective January 1, 2010
Defined contribution plan
Period of service after which employer contribution vests	2 years
LIN Television Corporation Supplemental Income Deferral Plan
Defined contribution plan
Amount contributed in the plan	0.5	0.5	0.2
LIN Television Corporation Supplemental Income Deferral Plan | Minimum
Defined contribution plan
Percentage of base salaries which can be deferred	5.00%
Percentage of annual non-equity incentive awards which can be deferred	5.00%
LIN Television Corporation Supplemental Income Deferral Plan | Maximum
Defined contribution plan
Percentage of base salaries which can be deferred	80.00%
Percentage of annual non-equity incentive awards which can be deferred	100.00%
LIN Television | 401(k) Plan
Defined contribution plan
Employer's contribution for eligible employees (as a percent)	3.00%
Vesting percentage for employer contribution	100.00%
Amount contributed in the plan	4.8	3.9	3.6
LIN Television | 401(k) Plan | Period effective January 1, 2010
Defined contribution plan
Period of service after which employer contribution vests	2 years
LIN Television | LIN Television Corporation Supplemental Income Deferral Plan
Defined contribution plan
Employer's contribution for eligible employees (as a percent)	5.00%
Amount contributed in the plan	$ 0.5	$ 0.5	$ 0.2
LIN Television | LIN Television Corporation Supplemental Income Deferral Plan | Minimum
Defined contribution plan
Percentage of base salaries which can be deferred	5.00%
Percentage of annual non-equity incentive awards which can be deferred	5.00%
LIN Television | LIN Television Corporation Supplemental Income Deferral Plan | Maximum
Defined contribution plan
Percentage of base salaries which can be deferred	80.00%
Percentage of annual non-equity incentive awards which can be deferred	100.00%

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Intangible Assets (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets:
Amortization of intangible assets	$ 22,826,000	$ 6,364,000	$ 1,199,000
Projected aggregate amortization expense for the next five years and thereafter
2014	15,971,000
2015	5,783,000
2016	4,980,000
2017	3,266,000
2018	2,042,000
Thereafter	15,007,000
Net finite-lived intangible assets	47,049,000	59,554,000
Impairment charge related to discontinued operations			1,600,000
Changes in the carrying amount of goodwill
Balance at the beginning of the period	192,514,000	122,069,000
Acquisitions	11,014,000	70,445,000
Balance at the end of the period	203,528,000	192,514,000	122,069,000
LIN Television
Finite-Lived Intangible Assets:
Amortization of intangible assets	22,826,000	6,364,000	1,199,000
Projected aggregate amortization expense for the next five years and thereafter
2014	15,971,000
2015	5,783,000
2016	4,980,000
2017	3,266,000
2018	2,042,000
Thereafter	15,007,000
Net finite-lived intangible assets	47,049,000	59,554,000
Impairment charge related to discontinued operations			1,600,000
Changes in the carrying amount of goodwill
Balance at the beginning of the period	192,514,000	122,069,000
Acquisitions	11,014,000	70,445,000
Balance at the end of the period	$ 203,528,000	$ 192,514,000	$ 122,069,000

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Unaudited Quarterly Data (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule of unaudited quarterly data

	Quarter Ended
	March 31, 2013			June 30, 2013		September 30, 2013			December 31, 2013
	(in thousands, except per share data)
Net revenues	$	140,992		$	164,346	$	163,110		$	183,915
Operating income	$	11,776		$	26,916	$	23,226		$	28,026
(Loss) income from continuing operations	$	(1,020	)	$	7,169	$	146,508	(1)	$	3,944
Net (loss) income attributable to LIN Media LLC	$	(856	)	$	7,475	$	146,938		$	4,556
Basic (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Basic (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Diluted (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Diluted (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	51,910			52,278		52,791			52,879
Diluted	51,910			55,595		55,855			56,240

________________________________________

⁽¹⁾ During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

	Quarter Ended
	March 31, 2012			June 30, 2012		September 30, 2012		December 31, 2012
	(in thousands, except per share data)
Net revenues	$	103,200		$	121,016	$	133,076	$	196,170
Operating income	$	20,460		$	34,995	$	44,367	$	71,239
Income (loss) from continuing operations	$	5,115		$	15,457	$	19,619	$	(58,163	)
(Loss) income from discontinued operations	$	(1,231	)	$	11,602	$	—	$	—
Net income (loss) attributable to LIN Media LLC	$	4,266		$	27,118	$	19,659	$	(58,088	)
Basic earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.28	$	0.37	$	(1.09	)
Basic earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.49	$	0.37	$	(1.09	)
Diluted earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.27	$	0.36	$	(1.09	)
Diluted earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.48	$	0.36	$	(1.09	)
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	56,184			55,174		53,066		53,169
Diluted	57,512			56,300		54,353		53,169

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Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Tax benefit (provision)	$ 6,439	$ 2,132	$ (6,912)
LIN Television
Tax benefit (provision)	$ 6,439	$ 2,132	$ (6,912)

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Debt (Details) (USD $)	1 Months Ended	12 Months Ended							12 Months Ended		12 Months Ended		12 Months Ended											12 Months Ended			12 Months Ended					12 Months Ended		12 Months Ended			0 Months Ended			12 Months Ended						12 Months Ended				12 Months Ended							12 Months Ended		12 Months Ended		12 Months Ended												12 Months Ended			12 Months Ended				12 Months Ended		12 Months Ended				0 Months Ended			12 Months Ended					12 Months Ended
	Feb. 28, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Senior Secured Credit Facility LIBOR	Dec. 31, 2013 Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2012 Credit Agreement	Dec. 24, 2012 Credit Agreement	Dec. 21, 2011 2009 Senior Secured Credit Facility	Dec. 31, 2013 Revolving credit loans	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility	Dec. 31, 2012 Revolving credit loans Senior Secured Credit Facility	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility LIBOR	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility Adjusted base rate, prime rate	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility Adjusted base rate, Federal Funds rate	Dec. 31, 2013 Revolving credit loans Senior Secured Credit Facility Adjusted base rate, one month LIBOR	Dec. 31, 2013 Revolving credit loans Credit Agreement	May 09, 2013 Revolving credit loans Credit Agreement	Dec. 24, 2012 Revolving credit loans Credit Agreement	Dec. 31, 2012 Term loans, net of discount Vaughan	Dec. 31, 2012 Term loans, net of discount KASY	Dec. 31, 2011 Term loans, net of discount WBDT	Dec. 31, 2013 Term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2012 Term loans, net of discount Senior Secured Credit Facility	Feb. 28, 2013 Incremental term loans, net of discount	Dec. 31, 2013 Incremental term loans, net of discount Senior Secured Credit Facility	Feb. 28, 2013 Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2012 Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 24, 2012 Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2013 Incremental term loans, net of discount Senior Secured Credit Facility LIBOR Minimum	Dec. 31, 2013 Incremental term loans, net of discount Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2013 Incremental term loans, net of discount Senior Secured Credit Facility Adjusted Base Rate Minimum	Dec. 31, 2013 Incremental term loans, net of discount Senior Secured Credit Facility Adjusted LIBOR	Dec. 31, 2013 8.375% Senior Notes	Dec. 31, 2012 8.375% Senior Notes	Oct. 12, 2012 6.375% Senior Notes	Dec. 31, 2013 6.375% Senior Notes	Dec. 31, 2012 6.375% Senior Notes	Dec. 31, 2013 Senior Subordinated Notes	Dec. 31, 2012 Senior Subordinated Notes	Dec. 31, 2011 Senior Subordinated Notes	Dec. 31, 2013 6.5% Senior Subordinated Notes Due 2013	Dec. 31, 2013 Capital lease obligations	Dec. 31, 2012 Capital lease obligations	Dec. 31, 2013 Capital lease obligations Minimum	Dec. 31, 2013 Capital lease obligations Maximum	Dec. 31, 2013 Other debt	Dec. 31, 2012 Other debt	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2013 LIN Television Senior Secured Credit Facility LIBOR	Dec. 31, 2013 LIN Television Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2012 LIN Television Credit Agreement	Dec. 24, 2012 LIN Television Credit Agreement	Dec. 21, 2011 LIN Television 2009 Senior Secured Credit Facility	Dec. 31, 2013 LIN Television Revolving credit loans	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility	Dec. 31, 2012 LIN Television Revolving credit loans Senior Secured Credit Facility	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility LIBOR	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility Adjusted base rate, prime rate	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility Adjusted base rate, Federal Funds rate	Dec. 31, 2013 LIN Television Revolving credit loans Senior Secured Credit Facility Adjusted base rate, one month LIBOR	Dec. 31, 2013 LIN Television Revolving credit loans Credit Agreement	May 09, 2013 LIN Television Revolving credit loans Credit Agreement	Dec. 24, 2012 LIN Television Revolving credit loans Credit Agreement	Dec. 31, 2013 LIN Television Term loans, net of discount	Dec. 31, 2012 LIN Television Term loans, net of discount Vaughan	Dec. 31, 2012 LIN Television Term loans, net of discount KASY	Dec. 31, 2011 LIN Television Term loans, net of discount WBDT	Dec. 31, 2013 LIN Television Term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2012 LIN Television Term loans, net of discount Senior Secured Credit Facility	Feb. 12, 2013 LIN Television Incremental term loans, net of discount	Dec. 31, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility	Feb. 12, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2012 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 24, 2012 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility	Dec. 31, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility Adjusted Base Rate	Dec. 31, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility Adjusted Base Rate Minimum	Dec. 31, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility Adjusted LIBOR	Dec. 31, 2013 LIN Television Incremental term loans, net of discount Senior Secured Credit Facility Adjusted LIBOR Minimum	Dec. 31, 2013 LIN Television 8.375% Senior Notes	Dec. 31, 2012 LIN Television 8.375% Senior Notes	Oct. 12, 2012 LIN Television 6.375% Senior Notes	Dec. 31, 2013 LIN Television 6.375% Senior Notes	Dec. 31, 2012 LIN Television 6.375% Senior Notes	Dec. 31, 2012 LIN Television Senior Subordinated Notes	Dec. 31, 2011 LIN Television Senior Subordinated Notes	Dec. 31, 2013 LIN Television 6.5% Senior Subordinated Notes Due 2013	Dec. 31, 2013 LIN Television Capital lease obligations	Dec. 31, 2012 LIN Television Capital lease obligations	Dec. 31, 2013 LIN Television Capital lease obligations Minimum	Dec. 31, 2013 LIN Television Capital lease obligations Maximum	Dec. 31, 2013 LIN Television Other debt	Dec. 31, 2012 LIN Television Other debt
Long-term Debt
Gross carrying amount of debt																								$ 118,750,000	$ 125,000,000		$ 314,200,000		$ 257,400,000																																												$ 118,750,000	$ 125,000,000		$ 315,200,000		$ 260,000,000
Face amount of debt											75,000,000										4,600,000	1,700,000	900,000	125,000,000		60,000,000		260,000,000																															75,000,000										0	4,600,000	1,700,000	900,000	125,000,000		60,000,000		260,000,000
Unamortized discount																								345,000	435,000		1,684,000		2,020,000																																												345,000	435,000		1,684,000		2,020,000
Interest rate (as a percent)																															1.00%		2.00%		8.375%			6.375%					6.50%																																						2.00%		1.00%	8.375%			6.375%				6.50%
Total debt		944,692,000	890,227,000								5,000,000	0												118,405,000	124,565,000		312,516,000		255,380,000						200,000,000	200,000,000		290,000,000	290,000,000					14,604,000	14,881,000			4,167,000	5,401,000	946,692,000	890,227,000								5,000,000	0													118,405,000	124,565,000		312,516,000		255,380,000						200,000,000	200,000,000		290,000,000	290,000,000				14,604,000	14,881,000			6,167,000	5,401,000
Less current portion		17,364,000	10,756,000																																															17,364,000	10,756,000
Total long-term debt		927,328,000	879,471,000																																															929,328,000	879,471,000
Term of debt instrument											5 years													6 years			7 years																																5 years														6 years			7 years
Variable rate basis													LIBOR		Prime Rate	Federal Funds Effective Rate	one-month LIBOR															adjusted Base Rate		adjusted LIBOR																											LIBOR		Prime Rate	Federal Funds Effective Rate	one-month LIBOR															adjusted Base Rate		adjusted LIBOR
Basis spread next fiscal quarter													3.00%	2.00%																																															3.00%	2.00%
Commitment fee (as a percent)					0.375%	0.375%																																															0.375%	0.375%
Commitment fee next fiscal quarter					0.50%	0.50%																																															0.50%	0.50%
Amount for which terms were amended																			15,000,000	60,000,000										257,400,000																																					15,000,000	60,000,000											257,400,000
Customary fees and expenses in connection with the closing of amendment								1,700,000																																																1,700,000
Loss on extinguishment of debt		0	3,341,000	1,694,000			1,200,000		200,000																																2,100,000	1,500,000								0	3,341,000	1,694,000			1,200,000		200,000																																2,100,000	1,500,000
Available balance at the end of the period																		70,000,000						0										0																																70,000,000
Interest rate (as a percent)																		0.17%						0.17%										1.00%																																0.17%							0.17%									1.00%
Applicable margin (as a percent)													2.75%	1.75%		0.50%	1.00%	2.75%						2.75%								2.00%		3.00%																											2.75%	1.75%		0.50%	1.00%	2.75%							2.75%							2.00%		3.00%
Total (as a percent)																		2.92%						2.92%										4.00%																																2.92%							2.92%									4.00%
Percentage of principal amount at which debt instrument may be required to be repurchased in the event of change of control																																			101.00%			101.00%																																														101.00%			101.00%
Face amount of debt	60,000,000																																				290,000,000																																																	290,000,000
Redemption of debt																																								252,000,000	165,000,000																																																252,000,000	165,000,000
Capital lease obligations assumed																																												15,100,000																																																15,100,000
Term of capital lease obligations																																														4 years	19 years																																															4 years	19 years
Additional facility outstanding										$ 25,000,000																																																$ 25,000,000

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of future payments for the non-cancelable operating leases and agreements, and future payments associated with syndicated television programs

Future payments for these non-cancelable operating leases and agreements, and future payments associated with syndicated television programs as of December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

^{_____________________________________________} 

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013.

LIN Television

Entity Information [Line Items]

Schedule of future payments for the non-cancelable operating leases and agreements, and future payments associated with syndicated television programs

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

XML

Supplemental Disclosure of Cash Flow Information

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Supplemental Disclosure of Cash Flow Information

Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

LIN Television

Entity Information [Line Items]

Supplemental Disclosure of Cash Flow Information

Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

XML

Unaudited Quarterly Data

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Data

Unaudited Quarterly Data

	Quarter Ended
	March 31, 2013			June 30, 2013		September 30, 2013			December 31, 2013
	(in thousands, except per share data)
Net revenues	$	140,992		$	164,346	$	163,110		$	183,915
Operating income	$	11,776		$	26,916	$	23,226		$	28,026
(Loss) income from continuing operations	$	(1,020	)	$	7,169	$	146,508	(1)	$	3,944
Net (loss) income attributable to LIN Media LLC	$	(856	)	$	7,475	$	146,938		$	4,556
Basic (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Basic (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Diluted (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Diluted (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	51,910			52,278		52,791			52,879
Diluted	51,910			55,595		55,855			56,240

________________________________________

⁽¹⁾ During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

	Quarter Ended
	March 31, 2012			June 30, 2012		September 30, 2012		December 31, 2012
	(in thousands, except per share data)
Net revenues	$	103,200		$	121,016	$	133,076	$	196,170
Operating income	$	20,460		$	34,995	$	44,367	$	71,239
Income (loss) from continuing operations	$	5,115		$	15,457	$	19,619	$	(58,163	)
(Loss) income from discontinued operations	$	(1,231	)	$	11,602	$	—	$	—
Net income (loss) attributable to LIN Media LLC	$	4,266		$	27,118	$	19,659	$	(58,088	)
Basic earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.28	$	0.37	$	(1.09	)
Basic earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.49	$	0.37	$	(1.09	)
Diluted earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.27	$	0.36	$	(1.09	)
Diluted earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.48	$	0.36	$	(1.09	)
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	56,184			55,174		53,066		53,169
Diluted	57,512			56,300		54,353		53,169

XML

Acquisitions (Details) (USD $)				0 Months Ended				0 Months Ended		12 Months Ended	0 Months Ended			0 Months Ended				12 Months Ended		0 Months Ended				0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended	12 Months Ended			0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 10, 2012 ACME KASY-TV Licensed, LLC ("KASY")	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Oct. 12, 2012 LIN Television Vaughan market	Feb. 03, 2014 LIN Television Federated Media Publishing, Inc. Subsequent event	Dec. 31, 2013 LIN Television Dedicated Media Inc and HYFN Inc	Apr. 09, 2013 LIN Television Dedicated Media, Inc.	Dec. 31, 2013 LIN Television Dedicated Media, Inc.	Dec. 31, 2013 LIN Television Dedicated Media, Inc. Maximum	Apr. 09, 2013 LIN Television Dedicated Media, Inc. Customer relationships	Apr. 09, 2013 LIN Television Dedicated Media, Inc. Completed technology	Apr. 09, 2013 LIN Television Dedicated Media, Inc. Trademarks	Apr. 04, 2013 LIN Television HYFN, Inc.	Dec. 31, 2013 LIN Television HYFN, Inc.	Dec. 31, 2013 LIN Television HYFN, Inc. Maximum	Apr. 04, 2013 LIN Television HYFN, Inc. Customer relationships	Apr. 04, 2013 LIN Television HYFN, Inc. Completed technology	Apr. 04, 2013 LIN Television HYFN, Inc. Trademarks	Oct. 12, 2012 LIN Television New Vision and Vaughan	Oct. 12, 2012 LIN Television New Vision and Vaughan Network affiliations	Oct. 31, 2012 LIN Television New Vision and Vaughan Network affiliations	Oct. 12, 2012 LIN Television New Vision and Vaughan Favorable leases	Oct. 31, 2012 LIN Television New Vision and Vaughan Favorable leases	Oct. 12, 2012 LIN Television New Vision and Vaughan Advertiser relationships	Oct. 31, 2012 LIN Television New Vision and Vaughan Advertiser relationships	Oct. 12, 2012 LIN Television New Vision and Vaughan Retransmission consent agreements	Oct. 31, 2012 LIN Television New Vision and Vaughan Retransmission consent agreements	Oct. 12, 2012 LIN Television New Vision and Vaughan Other intangible assets	Oct. 31, 2012 LIN Television New Vision and Vaughan Other intangible assets	Oct. 12, 2012 LIN Television New Vision	Dec. 31, 2012 LIN Television New Vision	Dec. 31, 2011 LIN Television New Vision	Dec. 31, 2012 LIN Television New Vision and ACME	Dec. 10, 2012 LIN Television ACME	Dec. 10, 2012 LIN Television ACME KASY-TV Licensed, LLC ("KASY")	Nov. 22, 2011 LIN Television Nami Media
Acquisitions
Ownership interest (as a percent)									100.00%		60.00%						50.10%																							57.60%
Purchase price								$ 4,600,000	$ 22,400,000		$ 5,800,000						$ 7,200,000																	$ 334,900,000
Potential obligation or liability	190,723,000				190,723,000								26,000,000						62,400,000
Provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed
Current assets											7,315,000						3,759,000																						1,656,000
Non-current assets																	13,000																						1,968,000
Equipment											99,000						179,000
Other intangible assets											4,620,000			3,900,000	500,000	200,000	3,580,000			2,400,000	1,100,000	100,000		30,800,000		8,600,000		6,100,000		7,000,000		3,300,000							12,898,000
Program rights assets																							2,040,000
Property and equipment																							100,124,000
Broadcast licenses																							133,120,000
Definite-lived intangible assets																							55,837,000	30,800,000		8,600,000		6,100,000		7,000,000		3,300,000
Goodwill	203,528,000	192,514,000	122,069,000		203,528,000	192,514,000	122,069,000				1,854,000						9,160,000						65,024,000											65,000,000				5,300,000	5,331,000
Current liabilities											(4,302,000)						(920,000)						(417,000)
Non-current liabilities																							(2,239,000)
Long-term debt assumed																							(13,989,000)
Non-current liabilities																	(1,361,000)																						(2,858,000)
Noncontrolling interest											(3,834,000)						(7,191,000)
Total											5,752,000						7,219,000						339,500,000																18,995,000
Estimated remaining useful lives														8 years	4 years	2 years				8 years	3 years	3 years		2 years	2 years	32 years	32 years	10 years	10 years	5 years	5 years	6 years	6 years
Amount of purchase price paid				1,700,000													6,900,000																					17,300,000	19,000,000
Assumption of finance lease obligations																	300,000																	14,300,000
Net revenue																																			658,163,000	514,340,000
Net (loss) income																																			(11,720,000)	23,950,000
Basic (loss) income per common share attributable to LIN LLC (in dollars per share)																																			$ (0.22)	$ 0.43
Diluted (loss) income per common share attributable to LIN LLC (in dollars per share)																																			$ (0.22)	$ 0.42
Fair value of option to purchase the remaining outstanding shares												0						0
Net revenues										24,200,000								24,200,000																			40,000,000
Operating income										(2,800,000)								(2,800,000)																			11,200,000
Number of markets covered by network-affiliated television stations								3
Transaction costs																																		$ 7,300,000
Ownership interest calculated on a fully diluted basis (as a percent)																																								50.10%

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of provision for (benefit from) income taxes

The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

Schedule of reconciliation of the amount calculated by applying the 35 % federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes and effective income tax rate on continuing operations

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

Schedule of the components of the net deferred tax liability

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

LIN Television

Entity Information [Line Items]

Schedule of provision for (benefit from) income taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

Schedule of reconciliation of the amount calculated by applying the 35 % federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes and effective income tax rate on continuing operations

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

Schedule of the components of the net deferred tax liability

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged(Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

LIN Television

Entity Information [Line Items]

Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged (Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

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Schedule I-Condensed Financial Information of the Registrant

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule I-Condensed Financial Information of the Registrant

Schedule I—Condensed Financial Information of the Registrant

LIN Media LLC

Condensed Balance Sheets

	Year Ended December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Advances to consolidated subsidiaries	$	1,900		$	—
Investment in consolidated subsidiaries	87,227			—
Total assets	$	89,127		$	—
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accumulated losses in excess of investment in consolidated subsidiaries	$	—		$	91,564
Shareholders' equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 39,013,005 and 35,672,528 shares as of December 31, 2013 and 2012, respectively, Outstanding: 34,065,346 and 30,724,869 shares as of December 31, 2013 and 2012, respectively (a)	624,564			313
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of December 31, 2013 and 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A or class C common shares (a)	518,395			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of December 31, 2013 and 2012, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost	(21,984		)	(21,984		)
Additional paid-in capital (a)	—			1,129,691
Accumulated deficit	(1,006,322		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total shareholders' equity (deficit)	89,127			(91,564		)
Total liabilities and LIN Media LLC shareholders' equity	$	89,127		$	—

____________________________________________________

^(a) In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN Media LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN Media LLC.

LIN Media LLC

Condensed Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net Revenues	$	—		$	—		$	—
Operating expenses:
Corporate	709			—			—
Operating loss	(709		)	—			—
Other income:
Intercompany income	(20		)	—			—
Total other income	(20		)	—			—
Loss from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(689		)	—			—
Net loss from continuing operations	(689		)	—			—
Equity in income (loss) from operations of consolidated subsidiaries	158,802			(7,045		)	48,577
Net income (loss) attributable to LIN Media LLC	$	158,113		$	(7,045	)	$	48,577
Basic income (loss) per common share attributable to LIN Media LLC	$	3.02		$	(0.13	)	$	0.87
Diluted income (loss) per common share attributable to LIN Media LLC	$	2.84		$	(0.13	)	$	0.85
Weighted-average number of common shares outstanding used in calculating basic income per common share	52,439			54,130			55,768
Weighted-average number of common shares outstanding used in calculating diluted income per common share	55,639			54,130			57,079

LIN Media LLC

Condensed Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013		2012			2011
	(in thousands)
Net income (loss) attributable to LIN Media LLC	$	158,113	$	(7,045	)	$	48,577
Pension net gain, net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738		2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively	1,120		969			374
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	(3,652	)	$	37,739

LIN Media LLC

Condensed Statements of Cash Flows

	Year Ended December 31,
	2013			2012		2011
	(in thousands)
OPERATING ACTIVITIES:
Net cash used in operating activities	$	(589	)	$	—	$	—
INVESTING ACTIVITIES:
Receipt of dividend	2,000			—		—
Advances to consolidated subsidiaries	(2,000		)	—		—
Net cash provided by investing activities	—			—		—
FINANCING ACTIVITIES:
Net proceeds from exercises of employee and director stock-based compensation	589			—		—
Net cash provided by financing activities	589			—		—
Net change in cash and cash equivalents	—			—		—
Cash and cash equivalents at the beginning of the period	—			—		—
Cash and cash equivalents at the end of the period	$	—		$	—	$	—

1. Background and Basis of Presentation

LIN Media LLC (“LIN LLC”) has no material assets or operations other than its ownership in LIN Television Corporation (“LIN Television”) and its subsidiaries. Certain covenants within LIN Television's Senior Secured Credit Facility limit its ability to distribute funds to LIN LLC in the form of dividends, loans or advances. Accordingly, these condensed financial statements of LIN LLC have been presented on a "Parent Only" basis. The condensed parent company financial statements should be read in conjunction with the consolidated financial statements and notes of LIN LLC included in this Annual Report on Form 10-K.

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Consolidated Statement of Stockholders' Equity (Deficit) (USD $) In Thousands, except Share data, unless otherwise specified	Total USD ($)	Class A USD ($)	Class B	Class C	Total Stockholder's Deficit USD ($)	Common Stock Class A USD ($)	Common Stock Class B USD ($)	Common Stock Class C	Treasury Stock (at cost) USD ($)	Additional Paid-In Capital USD ($)	Accumulated Deficit USD ($)	Accumulated Other Comprehensive Loss USD ($)	LIN Television USD ($)	LIN Television Class A USD ($)	LIN Television Class B	LIN Television Common Stock USD ($)	LIN Television Parent Company Stock USD ($)	LIN Television Additional Paid-In Capital USD ($)	LIN Television Accumulated Deficit USD ($)	LIN Television Accumulated Other Comprehensive Loss USD ($)
Balance at Dec. 31, 2010					$ (131,432)	$ 294	$ 235		$ (7,869)	$ 1,109,814	$ (1,205,967)	$ (27,939)	$ (131,432)			$ 0	$ (7,869)	$ 1,110,343	$ (1,205,967)	$ (27,939)
Balance (in shares) at Dec. 31, 2010						32,509,759	23,502,059	2								1,000
Increase (Decrease) in Stockholders' Equity
Pension liability adjustment, net of tax	(10,838)				(10,838)							(10,838)	(10,838)							(10,838)
Unrealized gain on cash flow hedge, net of tax													7,017					7,017
Issuance of LIN Media LLC class A common stock					4,773	12				4,761			4,773					4,773
Issuance of LIN Media LLC class A common stock (in shares)						1,150,000
Conversion of class B common shares to class A common shares (in shares)						100,333	(100,333)
Stock-based compensation					7,017	3				7,014
Stock-based compensation (in shares)						890,077
Purchase of LIN Media/TV Corp. class A common stock					(2,729)				(2,729)				2,729				2,729
Net income (loss) attributable to reporting entity	48,577				48,577						48,577		48,577						48,577
Balance at Dec. 31, 2011					(84,632)	309	235		(10,598)	1,121,589	(1,157,390)	(38,777)	(84,632)			0	(10,598)	1,122,133	(1,157,390)	(38,777)
Balance (in shares) at Dec. 31, 2011						34,650,169	23,401,726	2								1,000
Increase (Decrease) in Stockholders' Equity
Pension liability adjustment, net of tax	3,393				3,393							3,393	3,393							3,393
Issuance of LIN Media LLC class A common stock					1,314	4				1,310
Issuance of LIN Media LLC class A common stock (in shares)						1,022,359
Conversion of class B common shares to class A common shares (in shares)			0
Stock-based compensation					6,792					6,792			8,106					8,106
Purchase of LIN Media/TV Corp. class A common stock		(11,400)			(11,386)				(11,386)				(11,386)	(11,400)			(11,386)
Net income (loss) attributable to reporting entity	(7,045)				(7,045)						(7,045)		(7,045)						(7,045)
Balance at Dec. 31, 2012					(91,564)	313	235		(21,984)	1,129,691	(1,164,435)	(35,384)	(91,564)			0	(21,984)	1,130,239	(1,164,435)	(35,384)
Balance (in shares) at Dec. 31, 2012		30,724,869	23,401,726	2		35,672,528	23,401,726	2								1,000
Increase (Decrease) in Stockholders' Equity
Pension liability adjustment, net of tax	9,858				9,858							9,858	9,858							9,858
Issuance of LIN Media LLC class A common stock					1,845	395				1,450			1,256					1,256
Issuance of LIN Media LLC class A common stock (in shares)						840,477
Conversion of class B common shares to class A common shares					0	25	(25)
Conversion of class B common shares to class A common shares (in shares)			(2,500,000)			2,500,000	(2,500,000)								(2,500,000)
Tax benefit from exercise of share options					1,591					1,591			1,591					1,591
Stock-based compensation					9,284	2,593				6,691			9,284					9,284
Dividends declared													(2,000)					(2,000)
Net income (loss) attributable to reporting entity	158,113				158,113						158,113		158,802						158,802
Effect of the Merger					0	621,238	518,185			(1,139,423)
Balance at Dec. 31, 2013					$ 89,127	$ 624,564	$ 518,395		$ (21,984)	$ 0	$ (1,006,322)	$ (25,526)	$ 87,227			$ 0	$ (21,984)	$ 1,140,370	$ (1,005,633)	$ (25,526)
Balance (in shares) at Dec. 31, 2013		34,065,346	20,901,726	2		39,013,005	20,901,726	2								1,000

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Principles of Consolidation

Principles of Consolidation

LIN Media LLC ("LIN LLC"), together with its subsidiaries, including LIN Television Corporation ("LIN Television"), is a local multimedia company operating in the United States. LIN LLC and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. ("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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

We conduct our business through LIN Television and its subsidiaries. Prior to the Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the 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 Merger.

We guarantee all of LIN Television's debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television's Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the "8³/₈% Senior Notes") and 6³/₈% Senior Notes due 2021 (the "6³/₈% Senior Notes") on a joint-and-several basis, subject to customary release provisions.

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"). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements ("LMAs"), shared services agreements ("SSAs") or joint sales agreements ("JSAs"), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

Joint Venture Sale Transaction

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 the transactions contemplated by 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”). 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. 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 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. 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 a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction.

Variable Interest Entities

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, 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.

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

Use of estimates

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.

Cash and cash equivalents

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound.

Property and equipment

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs.

Advertising expense

Advertising expense

Advertising costs are expensed as incurred.

Intangible assets

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6—"Intangible Assets

Long-lived assets

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

Income taxes

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an $18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Earnings per share

Earnings per 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 is a reconciliation of the weighted-average common shares outstanding for purposes of calculating basic and diluted income (loss) per common share (in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	$	156,601		$	(17,972	)	$	49,701
Net (loss) income attributable to noncontrolling interest included in continuing operations	(1,512		)	(556		)	204
Income (loss) from continuing operations attributable to LIN LLC	158,113			(17,416		)	49,497
Income (loss) from discontinued operations, including gain on sale	—			10,371			(920		)
Net income (loss) attributable to LIN LLC	$	158,113		$	(7,045	)	$	48,577
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	52,439			54,130			55,768
Effect of dilutive securities:
Share options and restricted shares	3,200			—			1,311
Weighted-average common shares, diluted	55,639			54,130			57,079

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 income per common share calculation. Potentially dilutive securities representing 0.1 million, 1.2 million, and 0.4 million weighted shares of common shares issuable for share options and restricted shares for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the computation of diluted income (loss) per common share for these periods because their effect would have been anti-dilutive. The net income (loss) 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 amounts whether through distributions or in liquidation.

Fair value of financial instruments

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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.

LIN Television

Entity Information [Line Items]

Principles of Consolidation

Principles of Consolidation

LIN Television Corporation, a Delaware corporation (“LIN Television”), together with its subsidiaries, is a local multimedia company operating in the United States. LIN Television and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN Television and all subsidiaries included in our consolidated financial statements. LIN Television is a wholly-owned subsidiary of LIN Media LLC, a Delaware limited liability company (“LIN LLC”).

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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

LIN LLC's assets, liabilities, and operations relate solely to the administration of the LIN LLC partnership. LIN LLC guarantees all of our debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee our Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the “8³/₈% Senior Notes”) and 6³/₈% Senior Notes due 2021 (the “6³/₈% Senior Notes”) on a joint-and-several basis, subject to customary release provisions.

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”). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”) or joint sales agreements (“JSAs”), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

Joint Venture Sale Transaction

On February 12, 2013, we, along with LIN TV and our wholly-owned subsidiary, LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into and closed the transactions contemplated by 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”). 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. 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 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, we 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. As a result of the JV Sale Transaction, LIN TV, after utilizing all of its available federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

Variable Interest Entities

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, 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.

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

Use of estimates

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.

Cash and cash equivalents

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

Property and equipment

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs.

Advertising expense

Advertising expense

Advertising costs are expensed as incurred.

Intangible assets

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6 -"Intangible Assets."

Long-lived assets

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for LIN LLC's class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to paid-in capital.

Income taxes

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an$18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Fair value of financial instruments

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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.

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Unaudited Quarterly Data Parenthetical (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes
Income tax benefit	$ 125,420,000	$ (40,463,000)	$ 16,045,000
Decrease in valuation allowance	18,200,000
Merger transaction
Income Taxes
Income tax benefit	$ 124,300,000

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of stock-based compensation expense included in the entity's consolidated statements of operations

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

Schedule of additional information regarding stock options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

Schedule of assumptions used to estimate the fair value of each stock option grant or modification on the date of grant

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for our class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

Schedule of additional information regarding the restricted stock unit awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

Schedule of information for restricted stock unit and stock option awards

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

LIN Television

Entity Information [Line Items]

Schedule of stock-based compensation expense included in the entity's consolidated statements of operations

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

Schedule of additional information regarding stock options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

Schedule of assumptions used to estimate the fair value of each stock option grant or modification on the date of grant

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for LIN LLC class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

Schedule of additional information regarding the restricted stock unit awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

Schedule of information for restricted stock unit and stock option awards

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

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Basis of Presentation and Summary of Significant Accounting Policies (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Barter transactions
Multiplier for calculating fair value under barter programs	1
Barter revenue	$ 5,552,000	$ 4,220,000	$ 4,071,000
Barter expense	(5,455,000)	(4,176,000)	(3,967,000)
Advertising expense
Advertising costs incurred	3,900,000	3,100,000	2,600,000
Buildings and fixtures | Minimum
Property and equipment
Estimated useful life	30 years
Buildings and fixtures | Maximum
Property and equipment
Estimated useful life	40 years
Broadcast equipment and other | Minimum
Property and equipment
Estimated useful life	3 years
Broadcast equipment and other | Maximum
Property and equipment
Estimated useful life	15 years
LIN Television
Barter transactions
Multiplier for calculating fair value under barter programs	1
Barter revenue	5,552,000	4,220,000	4,071,000
Barter expense	(5,455,000)	(4,176,000)	(3,967,000)
Advertising expense
Advertising costs incurred	$ 3,900,000	$ 3,100,000	$ 2,600,000
LIN Television | Buildings and fixtures | Minimum
Property and equipment
Estimated useful life	30 years
LIN Television | Buildings and fixtures | Maximum
Property and equipment
Estimated useful life	40 years
LIN Television | Broadcast equipment and other | Minimum
Property and equipment
Estimated useful life	3 years
LIN Television | Broadcast equipment and other | Maximum
Property and equipment
Estimated useful life	15 years

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Commitments and Contingencies (Details 2) (USD $)	1 Months Ended	12 Months Ended				12 Months Ended		0 Months Ended					12 Months Ended		1 Months Ended	12 Months Ended					0 Months Ended				0 Months Ended	1 Months Ended		0 Months Ended		12 Months Ended		1 Months Ended
	Feb. 28, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2013	Dec. 31, 2012 Joint venture	Feb. 12, 2013 Joint venture	Feb. 12, 2013 GECC Note Joint venture	Dec. 31, 2013 GECC Note Joint venture	Feb. 28, 2013 GECC Note Joint venture	Dec. 31, 2013 GECC Note Joint venture Period until March 1, 2013	Dec. 31, 2013 GECC Note Joint venture Period after March 1, 2013	Dec. 31, 2013 NBCUniversal Joint venture station	Feb. 12, 2013 NBCUniversal Joint venture	Feb. 28, 2013 LIN Television	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2013 LIN Television Joint venture	Dec. 31, 2012 LIN Television Joint venture	Feb. 12, 2013 LIN Television GECC Note Joint venture	Dec. 31, 2013 LIN Television GECC Note Joint venture	Dec. 31, 2013 LIN Television GECC Note Joint venture Period until March 1, 2013	Dec. 31, 2013 LIN Television GECC Note Joint venture Period after March 1, 2013	Feb. 12, 2013 LIN Television Sale Transaction Joint venture	Feb. 28, 2013 LIN Television Sale Transaction Joint venture	Dec. 31, 2012 LIN Television Sale Transaction Joint venture	Feb. 12, 2013 LIN Television Sale Transaction Joint venture Subsequent event	Feb. 12, 2013 LIN Texas Sale Transaction Joint venture	Dec. 31, 2013 LIN Texas Sale Transaction Joint venture Subsequent event	Feb. 12, 2013 LIN Texas Sale Transaction Joint venture Subsequent event	Feb. 28, 2013 Senior Secured Credit Facility Sale Transaction Joint venture	Feb. 28, 2013 Senior Secured Credit Facility Incremental term loans, net of discount Sale Transaction Joint venture	Feb. 28, 2013 Senior Secured Credit Facility Incremental term loans, net of discount LIN Television Sale Transaction Joint venture
Commitment and Contingencies
Debt financing provided by GECC									$ 815,500,000													$ 815,500,000
Interest rate (as a percent)											8.00%	9.00%											8.00%	9.00%
Ownership interest percentage						20.38%	20.38%												20.38%	20.38%									20.38%		20.38%
Equity interest held by NBCUniversal (as a percent)													79.62%	79.62%
Voting Interest in Joint Venture													50.00%
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage						50.00%
Number of Television Station's Being Operated													2
Proceeds from sale of equity interest																					1.00				1.00				1.00
Capital contribution in exchange of equity interest sold		100,000,000	0	0				100,000,000								100,000,000	0	0			100,000,000							100,000,000
Additional borrowings	60,000,000																																60,000,000	60,000,000
Loss Contingency Cash on Hand and Borrowings Utilized to Fund Payment	40,000,000														40,000,000											40,000,000						40,000,000
Accrued capital contribution to joint venture		0	100,000,000							100,000,000						0	100,000,000										100,000,000
Amount of cash on hand and borrowings under the revolving credit facility utilized to fund the payment			162,800,000														162,800,000
Current Tax Liability Associated with Transaction Extinguished			131,500,000
Ownership interest (as a percent)		100.00%														100.00%														100.00%
Capital Loss Resulting from Difference Between Tax Basis and Fair Value of Subsidiary Stock		343,000,000														343,000,000
Income Tax Expense (Benefit) Tax Saving Due to Offsetting of Realized Capital Loss and Operating Loss with Capital Gain		131,500,000
Current Deferred Tax Liability Associated with Transaction					$ 31,300,000

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 12,525		$ 46,307
Accounts receivable, less allowance for doubtful accounts	145,309		126,150
Deferred income tax assets	6,898		0
Other current assets	15,201		6,863
Total current assets	179,933		179,320
Property and equipment, net	221,078		241,491
Deferred financing costs	16,448		19,135
Goodwill	203,528		192,514
Broadcast licenses	536,515		536,515
Other intangible assets, net	47,049		59,554
Other assets	12,299		12,885
Total assets	1,216,850	[1]	1,241,414	[1]
Current liabilities:
Current portion of long-term debt	17,364		10,756
Accounts payable	14,002		18,955
Income taxes payable	1,420		766
Accrued expenses	51,696		153,246
Deferred income tax liabilities	0		168,219
Program obligations	7,027		10,770
Total current liabilities	91,509		362,712
Long-term debt, excluding current portion	927,328		879,471
Deferred income tax liabilities	64,686		40,556
Program obligations	4,146		4,281
Other liabilities	27,209		42,716
Total liabilities	1,114,878	[1]	1,329,736	[1]
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845		3,242
Shareholders' equity (deficit):
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost (b)	(21,984)	[2]	(21,984)	[2]
Additional paid-in capital	0	[2]	1,129,691	[2]
Accumulated deficit	(1,006,322)		(1,164,435)
Accumulated other comprehensive loss	(25,526)		(35,384)
Total equity (deficit)	89,127		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	1,216,850		1,241,414
Class A common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	624,564	[2]	313	[2]
Class B common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	518,395	[2]	235	[2]
Class C common stock
Shareholders' equity (deficit):
Common Stock, $0.01 par value	0		0
LIN Television
Current assets:
Cash and cash equivalents	12,525		46,307
Accounts receivable, less allowance for doubtful accounts	145,409		126,150
Deferred income tax assets	6,898		0
Other current assets	15,201		6,863
Total current assets	180,033		179,320
Property and equipment, net	221,078		241,491
Deferred financing costs	16,448		19,135
Goodwill	203,528		192,514
Broadcast licenses	536,515		536,515
Other intangible assets, net	47,049		59,554
Other assets	12,299		12,885
Total assets	1,216,950	[1]	1,241,414	[1]
Current liabilities:
Current portion of long-term debt	17,364		10,756
Accounts payable	14,002		18,955
Income taxes payable	1,420		766
Accrued expenses	51,696		153,246
Deferred income tax liabilities	0		168,219
Program obligations	7,027		10,770
Total current liabilities	91,509		362,712
Long-term debt, excluding current portion	929,328		879,471
Deferred income tax liabilities	64,686		40,556
Program obligations	4,146		4,281
Other liabilities	27,209		42,716
Total liabilities	1,116,878	[1]	1,329,736	[1]
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845		3,242
Shareholders' equity (deficit):
Common Stock, $0.01 par value	0		0
Investment in parent company's stock, at cost	(21,984)		(21,984)
Additional paid-in capital	1,140,370		1,130,239
Accumulated deficit	(1,005,633)		(1,164,435)
Accumulated other comprehensive loss	(25,526)		(35,384)
Total equity (deficit)	87,227		(91,564)
Total liabilities, redeemable noncontrolling interest and equity (deficit)	$ 1,216,950		$ 1,241,414

[1] Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

[2] In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN LLC.

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Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

LIN Television

Entity Information [Line Items]

Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net income (loss)	$ 156,601	$ (7,601)	$ 48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120	969	374
Comprehensive income (loss)	166,459	(4,208)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512)	(556)	204
Comprehensive income (loss) attributable to reporting entity	167,971	(3,652)	37,739
LIN Television
Net income (loss)	157,290	(7,601)	48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120	969	374
Comprehensive income (loss)	167,148	(4,208)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512)	(556)	204
Comprehensive income (loss) attributable to reporting entity	$ 168,660	$ (3,652)	$ 37,739

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Property and Equipment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property and equipment
Total property and equipment	$ 520,273	$ 509,994
Less accumulated depreciation	(299,195)	(268,503)
Property and equipment, net	221,078	241,491
Depreciation expense	46,854	32,149	26,246
Land and land improvements
Property and equipment
Total property and equipment	21,152	21,147
Buildings and fixtures
Property and equipment
Total property and equipment	179,209	176,940
Broadcast equipment and other
Property and equipment
Total property and equipment	319,912	311,907
LIN Television
Property and equipment
Total property and equipment	520,273	509,994
Less accumulated depreciation	(299,195)	(268,503)
Property and equipment, net	221,078	241,491
Depreciation expense	46,854	32,149	26,246
LIN Television | Land and land improvements
Property and equipment
Total property and equipment	21,152	21,147
LIN Television | Buildings and fixtures
Property and equipment
Total property and equipment	179,209	176,940
LIN Television | Broadcast equipment and other
Property and equipment
Total property and equipment	$ 319,912	$ 311,907

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Summary of information for discontinued operations

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

LIN Television

Entity Information [Line Items]

Summary of information for discontinued operations

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

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Share-Based Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-based compensation
Share-based compensation expense before tax	$ 9,374,000	$ 6,857,000	$ 6,176,000
Proceeds from the exercise of stock options and purchase of class A common stock	1,845,000	1,314,000	841,000
Stock Plans
Stock-based compensation
Number of shares authorized for grant	6,787,940
Number of shares available for grant	2,375,605
Number of shares unavailable for future grants under the plans in effect prior to 2002	1,552,983
Stock Plans | Employee stock options
Stock-based compensation
Vesting period	4 years
Expiration term	10 years
Share-based compensation expense before tax	2,933,000	1,868,000	1,492,000
Modifications to stock option agreements	93,000	93,000	364,000
Amount of compensation expense relating to unvested employee stock options and restricted stock unit awards not yet recognized	2,600,000
Expected weighted-average period for recognition of compensation expense	1 year 3 months 18 days
Proceeds from the exercise of stock options and purchase of class A common stock	1,400,000
Stock Plans | Restricted stock unit awards
Stock-based compensation
Share-based compensation expense before tax	6,348,000	4,896,000	4,320,000
Amount of compensation expense relating to unvested employee stock options and restricted stock unit awards not yet recognized	14,000,000
Expected weighted-average period for recognition of compensation expense	1 year 8 months 12 days
ESPP
Stock-based compensation
Proceeds from the exercise of stock options and purchase of class A common stock	400,000
LIN Television
Stock-based compensation
Share-based compensation expense before tax	9,374,000	6,857,000	6,176,000
Proceeds from the exercise of stock options and purchase of class A common stock	1,256,000	1,314,000	841,000
LIN Television | Stock Plans
Stock-based compensation
Number of shares authorized for grant	6,787,940
Number of shares available for grant	2,375,605
Number of shares unavailable for future grants under the plans in effect prior to 2002	1,552,983
LIN Television | Stock Plans | Employee stock options
Stock-based compensation
Vesting period	4 years
Expiration term	10 years
Share-based compensation expense before tax	2,933,000	1,868,000	1,492,000
Modifications to stock option agreements	93,000	93,000	364,000
Amount of compensation expense relating to unvested employee stock options and restricted stock unit awards not yet recognized	2,600,000
Expected weighted-average period for recognition of compensation expense	1 year 3 months 18 days
Proceeds from the exercise of stock options and purchase of class A common stock	1,400,000
LIN Television | Stock Plans | Restricted stock unit awards
Stock-based compensation
Share-based compensation expense before tax	6,348,000	4,896,000	4,320,000
Amount of compensation expense relating to unvested employee stock options and restricted stock unit awards not yet recognized	14,000,000
Expected weighted-average period for recognition of compensation expense	1 year 8 months 12 days
LIN Television | ESPP
Stock-based compensation
Proceeds from the exercise of stock options and purchase of class A common stock	$ 400,000

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Restructuring and Contract Termination Costs

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Restructuring and Contract Termination Costs

Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

LIN Television

Entity Information [Line Items]

Restructuring and Contract Termination Costs

Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

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Investments (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Summarized financial information of SVH and SVO

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January 1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701
	February 12,			December 31,
	2013 (2)			2012
SVH:
Cash and cash equivalents	$	6,905		$	—
Non-current assets	205,433			209,552
Current liabilities	8,155			544
Non-current liabilities(1)	865,354			864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159			10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695			39,382

_______________________________________________________________________________

⁽¹⁾  See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾  Represents balances prior to the effect of the JV Sale Transaction.

LIN Television

Entity Information [Line Items]

Summarized financial information of SVH and SVO

	January1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701

	February 12,		December 31,
	2013 (2)		2012
SVH:
Cash and cash equivalents	$	6,905	$	—
Non-current assets	205,433		209,552
Current liabilities	8,155		544
Non-current liabilities(1)	865,354		864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159		10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695		39,382

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Income Taxes

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Income Taxes

Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 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 tax liability during the fourth quarter of 2013.

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in equity when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

LIN Television

Entity Information [Line Items]

Income Taxes

Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 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 tax liability during the fourth quarter of 2013.

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in additional paid-in capital when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

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Retirement Plans (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Retirement plan
Employer's contribution as percentage of cash balance plan participants eligible compensation	5.00%
Anticipated employer's contribution to the plan in 2014	$ 5,700,000
Change in projected benefit obligation
Projected benefit obligation, beginning of period	134,969,000	133,047,000
Service cost	0	0	0
Interest cost	5,259,000	5,379,000	5,872,000
Actuarial loss	(10,282,000)	1,485,000
Benefits paid	(4,943,000)	(4,942,000)
Curtailment	0	0
Projected benefit obligation, end of period	125,003,000	134,969,000	133,047,000
Accumulated benefit obligation
Accumulated benefit obligation	125,003,000	134,969,000
Change in plan assets
Fair value of plan assets, beginning of period	96,412,000	82,314,000
Actual return on plan assets	10,611,000	11,621,000
Employer contributions	5,359,000	7,419,000	5,400,000
Benefits paid	(4,943,000)	(4,942,000)
Fair value of plan assets, end of period	107,439,000	96,412,000	82,314,000
Unfunded status of the plan and amount recognized as accrued benefit liability
Unfunded status of the plan	(17,564,000)	(38,557,000)
Total amount recognized as accrued benefit liability	(17,564,000)	(38,557,000)
Pension related accounts recognized on the consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs
Other accrued expenses (current)	(695,000)	(373,000)
Other liabilities (long-term)	(16,869,000)	(38,184,000)
Total amount recognized as accrued pension benefit liability	(17,564,000)	(38,557,000)
Accumulated other comprehensive loss:
Net loss	32,681,000	48,978,000
Tax benefit	12,915,000	19,354,000
Net loss, net of tax benefit	19,766,000	29,624,000
Pension tax liability	5,760,000	5,760,000
Accumulated other comprehensive loss related to net periodic pension benefit cost	25,526,000	35,384,000
Net losses expected to be amortized during the next fiscal year
Net losses expected to be amortized during the next fiscal year	1,300,000
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Net gain (loss)	14,443,000	3,947,000	(18,503,000)
Amortization of net actuarial loss	1,854,000	1,578,000	753,000
Net gain (loss)	16,297,000	5,525,000	(17,750,000)
Tax benefit (provision)	6,439,000	2,132,000	(6,912,000)
Total amount recognized in other comprehensive income (loss)	9,858,000	3,393,000	(10,838,000)
Components of net periodic pension benefit cost
Service cost	0	0	0
Interest cost	5,259,000	5,379,000	5,872,000
Expected return on plan assets	(6,450,000)	(6,190,000)	(6,824,000)
Amortization of prior service cost	0	0	0
Amortization of net loss	1,854,000	1,579,000	754,000
Net periodic benefit cost	663,000	768,000	(198,000)
Expected future pension benefit payments for the next 10 years
2014	7,914,000
2015	5,879,000
2016	5,955,000
2017	5,966,000
2018	6,281,000
2019 through 2023	38,156,000
Actual return on plan assets
Actual rate of return on plan assets (as a percent)	12.00%	15.40%	4.00%
Target and actual asset allocation percentage
Target Allocation (as a percent)	100.00%
Percentage of Plan Assets	100.00%	100.00%
Quoted Prices in Active Markets for Identical Assets (Level 1)
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	106,749,000	95,839,000
Equity securities
Target and actual asset allocation percentage
Target Allocation (as a percent)	60.00%
Percentage of Plan Assets	60.00%	55.00%
Debt securities
Target and actual asset allocation percentage
Target Allocation (as a percent)	40.00%
Percentage of Plan Assets	40.00%	45.00%
Cash or cash equivalents
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
Cash or cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1)
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
Money market funds
Change in plan assets
Fair value of plan assets, end of period	762,000	519,000
Money market funds | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	762,000	519,000
U.S. equity
Change in plan assets
Fair value of plan assets, end of period	37,645,000	30,034,000
U.S. equity | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	37,645,000	30,034,000
International equity
Change in plan assets
Fair value of plan assets, end of period	18,884,000	15,241,000
International equity | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	18,884,000	15,241,000
REIT
Change in plan assets
Fair value of plan assets, end of period	3,213,000	3,875,000
REIT | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	3,213,000	3,875,000
High yield bond
Change in plan assets
Fair value of plan assets, end of period	4,101,000	2,916,000
High yield bond | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	4,101,000	2,916,000
Emerging markets
Change in plan assets
Fair value of plan assets, end of period	5,994,000	6,374,000
Emerging markets | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	5,994,000	6,374,000
Investment grade fixed income
Change in plan assets
Fair value of plan assets, end of period	36,150,000	36,880,000
Investment grade fixed income | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	36,150,000	36,880,000
SERP
Weighted average assumptions used to estimate pension benefit obligations and to determine net periodic pension benefit cost
Discount rate used to estimate our pension benefit obligation (as a percent)	4.70%	3.60%	3.90%
Discount rate used to determine net periodic pension benefit cost (as a percent)	3.60%	3.90%	5.25%
Retirement Plan
Weighted average assumptions used to estimate pension benefit obligations and to determine net periodic pension benefit cost
Discount rate used to estimate our pension benefit obligation (as a percent)	5.00%	4.00%	4.20%
Discount rate used to determine net periodic pension benefit cost (as a percent)	4.00%	4.20%	5.25%
Expected long-term rate-of-return on plan assets (as a percent)	7.00%	7.00%	7.00%
LIN Television
Retirement plan
Employer's contribution as percentage of cash balance plan participants eligible compensation	5.00%
Anticipated employer's contribution to the plan in 2014	5,700,000
Change in projected benefit obligation
Projected benefit obligation, beginning of period	134,969,000	133,047,000
Interest cost	5,259,000	5,379,000	5,872,000
Actuarial loss	(10,282,000)	1,485,000
Benefits paid	(4,943,000)	(4,942,000)
Projected benefit obligation, end of period	125,003,000	134,969,000	133,047,000
Accumulated benefit obligation
Accumulated benefit obligation	125,003,000	134,969,000
Change in plan assets
Fair value of plan assets, beginning of period	96,412,000	82,314,000
Actual return on plan assets	10,611,000	11,621,000
Employer contributions	5,359,000	7,419,000	5,400,000
Benefits paid	(4,943,000)	(4,942,000)
Fair value of plan assets, end of period	107,439,000	96,412,000	82,314,000
Unfunded status of the plan and amount recognized as accrued benefit liability
Unfunded status of the plan	(17,564,000)	(38,557,000)
Total amount recognized as accrued benefit liability	(17,564,000)	(38,557,000)
Pension related accounts recognized on the consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs
Other accrued expenses (current)	(695,000)	(373,000)
Other liabilities (long-term)	(16,869,000)	(38,184,000)
Total amount recognized as accrued pension benefit liability	(17,564,000)	(38,557,000)
Accumulated other comprehensive loss:
Net loss	32,681,000	48,978,000
Tax benefit	12,915,000	19,354,000
Net loss, net of tax benefit	19,766,000	29,624,000
Pension tax liability	5,760,000	5,760,000
Accumulated other comprehensive loss related to net periodic pension benefit cost	25,526,000	35,384,000
Net losses expected to be amortized during the next fiscal year
Net losses expected to be amortized during the next fiscal year	1,300,000
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Net gain (loss)	14,443,000	3,947,000	(18,503,000)
Amortization of net actuarial loss	1,854,000	1,578,000	753,000
Net gain (loss)	16,297,000	5,525,000	(17,750,000)
Tax benefit (provision)	6,439,000	2,132,000	(6,912,000)
Total amount recognized in other comprehensive income (loss)	9,858,000	3,393,000	(10,838,000)
Components of net periodic pension benefit cost
Interest cost	5,259,000	5,379,000	5,872,000
Expected return on plan assets	(6,450,000)	(6,190,000)	(6,824,000)
Amortization of net loss	1,854,000	1,579,000	754,000
Net periodic benefit cost	663,000	768,000	(198,000)
Expected future pension benefit payments for the next 10 years
2014	7,914,000
2015	5,879,000
2016	5,955,000
2017	5,966,000
2018	6,281,000
2019 through 2023	38,156,000
Actual return on plan assets
Actual rate of return on plan assets (as a percent)	12.00%	15.40%	4.00%
Target and actual asset allocation percentage
Target Allocation (as a percent)	100.00%
Percentage of Plan Assets	100.00%	100.00%
LIN Television | Quoted Prices in Active Markets for Identical Assets (Level 1)
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
LIN Television | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	106,749,000	95,839,000
LIN Television | Equity securities
Target and actual asset allocation percentage
Target Allocation (as a percent)	60.00%
Percentage of Plan Assets	60.00%	55.00%
LIN Television | Debt securities
Target and actual asset allocation percentage
Target Allocation (as a percent)			40.00%
Percentage of Plan Assets	40.00%	45.00%
LIN Television | Cash or cash equivalents
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
LIN Television | Cash or cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1)
Change in plan assets
Fair value of plan assets, end of period	690,000	573,000
LIN Television | Money market funds
Change in plan assets
Fair value of plan assets, end of period	762,000	519,000
LIN Television | Money market funds | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	762,000	519,000
LIN Television | U.S. equity
Change in plan assets
Fair value of plan assets, end of period	37,645,000	30,034,000
LIN Television | U.S. equity | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	37,645,000	30,034,000
LIN Television | International equity
Change in plan assets
Fair value of plan assets, end of period	18,884,000	15,241,000
LIN Television | International equity | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	18,884,000	15,241,000
LIN Television | REIT
Change in plan assets
Fair value of plan assets, end of period	3,213,000	3,875,000
LIN Television | REIT | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	3,213,000	3,875,000
LIN Television | High yield bond
Change in plan assets
Fair value of plan assets, end of period	4,101,000	2,916,000
LIN Television | High yield bond | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	4,101,000	2,916,000
LIN Television | Emerging markets
Change in plan assets
Fair value of plan assets, end of period	5,994,000	6,374,000
LIN Television | Emerging markets | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	5,994,000	6,374,000
LIN Television | Investment grade fixed income
Change in plan assets
Fair value of plan assets, end of period	36,150,000	36,880,000
LIN Television | Investment grade fixed income | Significant Observable Inputs (Level 2)
Change in plan assets
Fair value of plan assets, end of period	$ 36,150,000	$ 36,880,000
LIN Television | SERP
Weighted average assumptions used to estimate pension benefit obligations and to determine net periodic pension benefit cost
Discount rate used to estimate our pension benefit obligation (as a percent)	4.70%	3.60%	3.90%
Discount rate used to determine net periodic pension benefit cost (as a percent)	3.60%	3.90%	5.25%
LIN Television | Retirement Plan
Weighted average assumptions used to estimate pension benefit obligations and to determine net periodic pension benefit cost
Discount rate used to estimate our pension benefit obligation (as a percent)	5.00%	4.00%	4.20%
Discount rate used to determine net periodic pension benefit cost (as a percent)	4.00%	4.20%	5.25%
Expected long-term rate-of-return on plan assets (as a percent)	7.00%	7.00%	7.00%

XML

Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension net gain (loss), tax	$ 5,705	$ 1,523	$ (7,291)
Amortization of pension net losses, tax	734	609	379
LIN Television
Pension net gain (loss), tax	5,705	1,523	(7,291)
Amortization of pension net losses, tax	$ 734	$ 609	$ 379

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Accounts receivable, allowance for doubtful accounts	$ 3,188		$ 3,599
Treasury stock, shares	4,947,659		4,947,659
Total assets	56,056		60,380
Broadcast licenses and other intangible assets, net	44,677		46,604
Program rights	2,186		2,060
Total liabilities	4,126		4,577
Program obligations	2,727		4,152
Class A common stock
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	100,000,000		100,000,000
Common stock, issued shares	39,013,005		35,672,528
Common stock, outstanding shares	34,065,346		30,724,869
Class B common stock
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	20,901,726		23,401,726
Common stock, outstanding shares	20,901,726		23,401,726
Class C common stock
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	50,000,000		50,000,000
Common stock, issued shares	2		2
Common stock, outstanding shares	2		2
LIN Television
Accounts receivable, allowance for doubtful accounts	3,188		3,599
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized	1,000		1,000
Total assets	56,056	[1]	60,380	[1]
Broadcast licenses and other intangible assets, net	44,677		46,604
Program rights	2,186		2,060
Total liabilities	4,126		4,577
Program obligations	$ 2,727		$ 4,152

[1] Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 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 $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

XML

Debt

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Debt

Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	4,167		5,401
Total debt	944,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	927,328	$	879,471

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. LIN Television and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/8% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. LIN Television fully and unconditionally guarantees this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		—		502,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	4,167	$	946,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values 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):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	4,167		4,167		5,401		5,401
Total	$	930,088	$	954,255	$	875,346	$	910,500

LIN Television

Entity Information [Line Items]

Debt

Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		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	14,604		14,881
Other debt	6,167		5,401
Total debt	946,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	929,328	$	879,471

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. We and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/₈% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. We fully and unconditionally guarantee this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. We fully and unconditionally guarantee this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. We fully and unconditionally guarantee this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		2,000		504,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	6,167	$	948,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values 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):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	6,167		6,167		5,401		5,401
Total	$	932,088	$	956,255	$	875,346	$	910,500

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended					12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013	Feb. 27, 2014 Class A common stock	Feb. 27, 2014 Class B common stock	Feb. 27, 2014 Class C common stock	Dec. 31, 2013 LIN Television	Feb. 25, 2014 LIN Television
Entity Information [Line Items]
Entity Registrant Name	LIN Television Corporation					LIN Television Corporation
Entity Central Index Key	0000931058					0000931058
Document Type	10-K					10-K
Document Period End Date	Dec. 31, 2013					Dec. 31, 2013
Amendment Flag	false					false
Current Fiscal Year End Date	--12-31					--12-31
Entity Well-known Seasoned Issuer	No					No
Entity Voluntary Filers	No					No
Entity Current Reporting Status	Yes					Yes
Entity Filer Category	Non-accelerated Filer					Non-accelerated Filer
Entity Public Float		$ 794
Entity Common Stock, Shares Outstanding			34,495,067	20,901,726	2		1,000
Document Fiscal Year Focus	2013					2013
Document Fiscal Period Focus	FY					FY

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Derivative Financial Instruments

Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010, the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

LIN Television

Entity Information [Line Items]

Derivative Financial Instruments

Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010, the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

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Condensed Consolidating Financial Statements (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed consolidating financial statements
Net income (loss)	$ 156,601	$ (7,601)	$ 48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax	1,120	969	374
Comprehensive income (loss)	166,459	(4,208)	37,943
Comprehensive loss attributable to noncontrolling interest	(1,512)	(556)	204
Comprehensive income (loss) attributable to reporting entity	167,971	(3,652)	37,739
Pension net gain (loss), tax	5,705	1,523	(7,291)
Amortization of pension net losses, tax	734	609	379
LIN Media LLC
Condensed consolidating financial statements
Net income (loss)	158,113	(7,045)	48,577
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax	1,120	969	374
Comprehensive income (loss)	167,971	(3,652)	37,739
Comprehensive income (loss) attributable to reporting entity	167,971	(3,652)	37,739
Pension net gain (loss), tax	5,705	1,523	(7,291)
Amortization of pension net losses, tax	734	609	379
LIN Television Corporation
Condensed consolidating financial statements
Net income (loss)	158,802	(7,045)	48,577
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax	1,120	969	374
Comprehensive income (loss)	168,660	(3,652)	37,739
Comprehensive income (loss) attributable to reporting entity	168,660	(3,652)	37,739
Guarantor Subsidiaries
Condensed consolidating financial statements
Net income (loss)	47,296	5,954	52,349
Comprehensive income (loss)	47,296	5,954	52,349
Comprehensive income (loss) attributable to reporting entity	47,296	5,954	52,349
Non-Guarantor Subsidiaries
Condensed consolidating financial statements
Net income (loss)	(1,477)	(132)	141
Comprehensive income (loss)	(1,477)	(132)	141
Comprehensive loss attributable to noncontrolling interest	(1,512)	(556)
Comprehensive income (loss) attributable to reporting entity	35	424	141
Eliminations
Condensed consolidating financial statements
Net income (loss)	(206,133)	667	(100,863)
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	(8,738)	(2,424)	11,212
Amortization of pension net losses, net of tax	(1,120)	(969)	(374)
Comprehensive income (loss)	(215,991)	(2,726)	(90,025)
Comprehensive loss attributable to noncontrolling interest			204
Comprehensive income (loss) attributable to reporting entity	$ (215,991)	$ (2,726)	$ (90,229)

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net revenues	$ 652,363	$ 553,462	$ 400,003
Operating expenses:
Direct operating	251,078	160,222	130,618
Selling, general and administrative	162,550	125,267	103,770
Amortization of program rights	29,242	23,048	21,406
Corporate	41,377	34,246	26,481
Depreciation	46,854	32,149	26,246
Amortization of intangible assets	22,826	6,364	1,199
Restructuring	3,895	1,009	707
Contract termination costs (Note 12)	3,887	0	0
Loss from asset dispositions	710	96	472
Operating income	89,944	171,061	89,104
Other expense:
Interest expense, net	56,607	46,683	50,706
Share of loss in equity investments	56	98,309	4,957
Gain on derivative instruments	0	0	(1,960)
Loss on extinguishment of debt	0	3,341	1,694
Other expense, net	2,100	237	51
Total other expense, net	58,763	148,570	55,448
Income before (benefit from) provision for income taxes	31,181	22,491	33,656
(Benefit from) provision for income taxes	(125,420)	40,463	(16,045)
Income (loss) from continuing operations	156,601	(17,972)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	0	(1,018)	(920)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	0	11,389	0
Net income (loss)	156,601	(7,601)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512)	(556)	204
Net income (loss) attributable to reporting entity	158,113	(7,045)	48,577
Basic income (loss) per common share attributable to reporting entity:
Income (loss) from continuing operations attributable to reporting entity (in dollars per share)	$ 3.02	$ (0.32)	$ 0.89
(Loss) gain on the sale of discontinued operations, net	$ 0.00	$ (0.02)	$ (0.02)
Gain on the sale of discontinued operations, net of tax (in dollars per share)		$ 0.21
Net income (loss) attributable to reporting entity (in dollars per share)	$ 3.02	$ (0.13)	$ 0.87
Weighted-average number of common shares outstanding used in calculating basic income (loss) per common share (in shares)	52,439	54,130	55,768
Diluted income (loss) per common share attributable to reporting entity:
Income (loss) from continuing operations attributable to reporting entity (in dollars per share)	$ 2.84	$ (0.32)	$ 0.87
Loss from discontinued operations, net of tax (in dollars per share)	$ 0.00	$ (0.02)	$ (0.02)
Gain on the sale of discontinued operations, net of tax (in dollars per share)		$ 0.21
Net income (loss) attributable to reporting entity (in dollars per share)	$ 2.84	$ (0.13)	$ 0.85
Weighted-average number of common shares outstanding used in calculating diluted income (loss) per common share (in shares)	55,639	54,130	57,079
LIN Television
Net revenues	652,363	553,462	400,003
Operating expenses:
Direct operating	251,078	160,222	130,618
Selling, general and administrative	162,550	125,267	103,770
Amortization of program rights	29,242	23,048	21,406
Corporate	40,668	34,246	26,481
Depreciation	46,854	32,149	26,246
Amortization of intangible assets	22,826	6,364	1,199
Restructuring	3,895	1,009	707
Contract termination costs (Note 12)	3,887	0	0
Loss from asset dispositions	710	96	472
Operating income	90,653	171,061	89,104
Other expense:
Interest expense, net	56,627	46,683	50,706
Share of loss in equity investments	56	98,309	4,957
Gain on derivative instruments	0	0	(1,960)
Loss on extinguishment of debt	0	3,341	1,694
Other expense, net	2,100	237	51
Total other expense, net	58,783	148,570	55,448
Income before (benefit from) provision for income taxes	31,870	22,491	33,656
(Benefit from) provision for income taxes	(125,420)	40,463	(16,045)
Income (loss) from continuing operations	157,290	(17,972)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	0	(1,018)	(920)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	0	11,389	0
Net income (loss)	157,290	(7,601)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512)	(556)	204
Net income (loss) attributable to reporting entity	$ 158,802	$ (7,045)	$ 48,577

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Acquisitions

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Acquisitions

Acquisitions

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"), which we subsequently converted into a Delaware limited liability company. Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

Dedicated Media, Inc.

On April 9, 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

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 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, LIN Television acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

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 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
Definite-lived 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 $1.9 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 December 31, 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 December 31, 2013, we believe that achievement of 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 our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, LIN Television completed its acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

LIN Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

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

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

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

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 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.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, LIN Television acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

LIN Television also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 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 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.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

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 Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate LIN LLC to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

LIN Television

Entity Information [Line Items]

Acquisitions

Acquisitions

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

Dedicated Media, Inc.

On April 9, 2013, we acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

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 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, we acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

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 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
Definite-lived 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 $1.9 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 December 31, 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 December 31, 2013, we believe that achievement of 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 our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, we completed our acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

We also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

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

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

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

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 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.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, we acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

We also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 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 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.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

Nami Media, Inc.

On November 22, 2011, we acquired a 57.6% interest (a 50.1% interest calculated on a fully diluted basis) in Nami Media Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate us to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

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Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Basis of Presentation and Summary of Significant Accounting Policies

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 ("LIN Television"), is a local multimedia company operating in the United States. LIN LLC and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. ("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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

We conduct our business through LIN Television and its subsidiaries. Prior to the Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the 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 Merger.

We guarantee all of LIN Television's debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television's Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the "8³/₈% Senior Notes") and 6³/₈% Senior Notes due 2021 (the "6³/₈% Senior Notes") on a joint-and-several basis, subject to customary release provisions.

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"). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements ("LMAs"), shared services agreements ("SSAs") or joint sales agreements ("JSAs"), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

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 the transactions contemplated by 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”). 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. 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 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. 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 a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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, 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.

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

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.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6—"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to equity.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an $18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Earnings per 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 is a reconciliation of the weighted-average common shares outstanding for purposes of calculating basic and diluted income (loss) per common share (in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	$	156,601		$	(17,972	)	$	49,701
Net (loss) income attributable to noncontrolling interest included in continuing operations	(1,512		)	(556		)	204
Income (loss) from continuing operations attributable to LIN LLC	158,113			(17,416		)	49,497
Income (loss) from discontinued operations, including gain on sale	—			10,371			(920		)
Net income (loss) attributable to LIN LLC	$	158,113		$	(7,045	)	$	48,577
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	52,439			54,130			55,768
Effect of dilutive securities:
Share options and restricted shares	3,200			—			1,311
Weighted-average common shares, diluted	55,639			54,130			57,079

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 income per common share calculation. Potentially dilutive securities representing 0.1 million, 1.2 million, and 0.4 million weighted shares of common shares issuable for share options and restricted shares for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the computation of diluted income (loss) per common share for these periods because their effect would have been anti-dilutive. The net income (loss) 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 amounts whether through distributions or in liquidation.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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.

LIN Television

Entity Information [Line Items]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

LIN Television Corporation, a Delaware corporation (“LIN Television”), together with its subsidiaries, is a local multimedia company operating in the United States. LIN Television and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN Television and all subsidiaries included in our consolidated financial statements. LIN Television is a wholly-owned subsidiary of LIN Media LLC, a Delaware limited liability company (“LIN LLC”).

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 “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

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 registrant 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 Annual Report on Form 10-K 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.

LIN LLC's assets, liabilities, and operations relate solely to the administration of the LIN LLC partnership. LIN LLC guarantees all of our debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee our Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the “8³/₈% Senior Notes”) and 6³/₈% Senior Notes due 2021 (the “6³/₈% Senior Notes”) on a joint-and-several basis, subject to customary release provisions.

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”). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”) or joint sales agreements (“JSAs”), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments. We operate in one reportable segment.

Joint Venture Sale Transaction

On February 12, 2013, we, along with LIN TV and our wholly-owned subsidiary, LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into and closed the transactions contemplated by 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”). 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. 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 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, we 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 $1.00. 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 of the JV Sale Transaction and the capital contribution 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 capital contribution. As a result of the JV Sale Transaction, LIN TV, after utilizing all of its available federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement 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, and 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 on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented 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, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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, 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.

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 December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

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 $50.4 million as of December 31, 2013 and 2012, 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 December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("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.

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.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6 -"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for LIN LLC's class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to paid-in capital.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an$18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our 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.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Commitments

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 December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

^{_____________________________________________} 

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013.

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH 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 $1.00.

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 $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

On July 30, 2013, 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 on the day of the Merger, LIN TV realized a capital loss of approximately $343 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.  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 tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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.

Litigation

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) 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.

LIN Television

Entity Information [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Commitments

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 December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast and SVH 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 $1.00.

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 $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

On July 30, 2013, 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 on the day of the Merger, LIN TV realized a capital loss of approximately $343 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.  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 tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

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.

Litigation

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) 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.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Share-Based Compensation

Share-Based Compensation

We have several share-based compensation plans, including our 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in our class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of our class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of our class A common stock pursuant to our employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for our class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase our class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of our class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

LIN Television

Entity Information [Line Items]

Share-Based Compensation

Share-Based Compensation

We have several share-based compensation plans, including the 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in LIN LLC's class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.    

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of LIN LLC's class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of LIN TV's class A common stock pursuant to the employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for LIN LLC class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase shares of LIN TV's class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of LIN TV's class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

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Supplemental Disclosure of Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Entity Information [Line Items]
Cash paid for interest expense	$ 48,646	$ 42,348	$ 47,801
Cash paid from income taxes - continuing operations	32,937	1,103	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	0	0	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	179	14,896	0
LIN Television
Entity Information [Line Items]
Cash paid for interest expense	48,646	42,348	47,801
Cash paid from income taxes - continuing operations	32,937	1,103	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH			4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$ 179	$ 14,896

XML

Property and Equipment

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

LIN Television

Entity Information [Line Items]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified				12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended					12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Network affiliations	Dec. 31, 2012 Network affiliations	Dec. 31, 2013 Customer relationships	Dec. 31, 2012 Customer relationships	Dec. 31, 2013 Non-compete agreements	Dec. 31, 2012 Non-compete agreements	Dec. 31, 2013 Completed technology	Dec. 31, 2012 Completed technology	Dec. 31, 2013 Favorable leases	Dec. 31, 2012 Favorable leases	Dec. 31, 2013 Retransmission consent agreements	Dec. 31, 2012 Retransmission consent agreements	Dec. 31, 2013 Other intangible assets	Dec. 31, 2012 Other intangible assets	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2013 LIN Television Network affiliations	Dec. 31, 2012 LIN Television Network affiliations	Dec. 31, 2013 LIN Television Customer relationships	Dec. 31, 2012 LIN Television Customer relationships	Dec. 31, 2013 LIN Television Non-compete agreements	Dec. 31, 2012 LIN Television Non-compete agreements	Dec. 31, 2013 LIN Television Completed technology	Dec. 31, 2012 LIN Television Completed technology	Dec. 31, 2013 LIN Television Favorable leases	Dec. 31, 2012 LIN Television Favorable leases	Dec. 31, 2013 LIN Television Retransmission consent agreements	Dec. 31, 2012 LIN Television Retransmission consent agreements	Dec. 31, 2013 LIN Television Other intangible assets	Dec. 31, 2012 LIN Television Other intangible assets
Finite-Lived Intangible Assets:
Weighted-Average Remaining Useful Life (in years)				1 year		9 years		1 year		3 years		31 years		4 years		19 years					1 year		9 years		1 year		3 years		31 years		4 years		19 years
Finite-lived intangible assets, Gross				$ 32,996	$ 32,996	$ 14,941	$ 8,631	$ 1,588	$ 1,588	$ 10,191	$ 6,370	$ 8,573	$ 8,573	$ 7,860	$ 7,859	$ 9,817	$ 9,609				$ 32,996	$ 32,996	$ 14,941	$ 8,631	$ 1,588	$ 1,588	$ 10,191	$ 6,370	$ 8,573	$ 8,573	$ 7,860	$ 7,859	$ 9,817	$ 9,609
Accumulated amortization	(38,917)	(16,072)																(38,917)	(16,072)
Net finite-lived intangible assets	47,049	59,554																47,049	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses	536,515	536,515																536,515	536,515
Summary:
Goodwill	203,528	192,514	122,069															203,528	192,514	122,069
Broadcast licenses and finite-lived intangible assets, net	583,564	596,069																583,564	596,069
Total intangible assets	$ 787,092	$ 788,583																$ 787,092	$ 788,583

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Discontinued Operations

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Discontinued Operations

Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

LIN Television

Entity Information [Line Items]

Discontinued Operations

Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

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

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

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Investments

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Investments

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 13—"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.

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 $1.00. 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.

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January 1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701
	February 12,			December 31,
	2013 (2)			2012
SVH:
Cash and cash equivalents	$	6,905		$	—
Non-current assets	205,433			209,552
Current liabilities	8,155			544
Non-current liabilities(1)	865,354			864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159			10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695			39,382

_______________________________________________________________________________

⁽¹⁾  See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾  Represents balances prior to the effect of the JV Sale Transaction.

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that LIN Television expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

LIN Television

Entity Information [Line Items]

Investments

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 13—"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.

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 $1.00. 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.

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701

	February 12,		December 31,
	2013 (2)		2012
SVH:
Cash and cash equivalents	$	6,905	$	—
Non-current assets	205,433		209,552
Current liabilities	8,155		544
Non-current liabilities(1)	865,354		864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159		10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695		39,382

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that we expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

_______________________________________________________________________________

⁽¹⁾ See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾ Represents balances prior to the effect of the JV Sale Transaction.

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Intangible Assets

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Intangible Assets

Intangible Assets

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

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

LIN Television

Entity Information [Line Items]

Intangible Assets

Intangible Assets

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

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

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Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 2006 interest rate hedge	Dec. 31, 2010 Cash flow hedge 2006 interest rate hedge 2009 Senior Secured Credit Facility Term loans	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Dec. 31, 2010 LIN Television Cash flow hedge 2006 interest rate hedge 2009 Senior Secured Credit Facility Term loans
Derivative financial instruments
Repayment of principal on loan	$ 85,160	$ 322,179	$ 175,216		$ 45,900	$ 85,160	$ 322,179	$ 175,216	$ 45,900
Gain on derivative instruments	$ 0	$ 0	$ 1,960	$ 2,000		$ 0	$ 0	$ 1,960

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Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for doubtful accounts
Valuation and qualifying accounts
Balance at Beginning of Period	$ 3,599	$ 2,310	$ 2,194
Charged (Released) to Operations	1,608	2,047	760
Deductions	(2,019)	(758)	(644)
Balance at End of Period	3,188	3,599	2,310
Valuation allowance for state and federal deferred tax assets
Valuation and qualifying accounts
Balance at Beginning of Period	18,157	23,422	59,990
Charged (Released) to Operations	(18,157)	(5,265)	(36,568)
Deductions	0	0	0
Balance at End of Period	0	18,157	23,422
LIN Television | Allowance for doubtful accounts
Valuation and qualifying accounts
Balance at Beginning of Period	3,599	2,310	2,194
Charged (Released) to Operations	1,608	2,047	760
Deductions	(2,019)	(758)	(644)
Balance at End of Period	3,188	3,599	2,310
LIN Television | Valuation allowance for state and federal deferred tax assets
Valuation and qualifying accounts
Balance at Beginning of Period	18,157	23,422	59,990
Charged (Released) to Operations	(18,157)	(5,265)	(36,568)
Balance at End of Period	$ 0	$ 18,157	$ 23,422

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Share-Based Compensation (Details 2) (USD $)	7 Months Ended	12 Months Ended
	Jul. 31, 2013	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011		Jul. 30, 2013
Stock Plans
Information for restricted stock unit and stock option awards
Total fair value of awards granted		$ 12,349,000		$ 10,347,000		$ 4,983,000
Total intrinsic value of awards exercised		5,136,000		865,000		225,000
Total fair value of awards vested		18,050,000		7,718,000		7,522,000
Stock Plans | Employee stock options
Shares
Outstanding at the beginning of the year (in shares)	4,894,000	4,894,000
Granted during the year (in shares)		110,000
Exercised or converted during the year (in shares)		(420,000)
Forfeited during the year (in shares)		(163,000)
Expired during the year (in shares)		(9,000)
Outstanding at the end of the year (in shares)		4,412,000		4,894,000
Exercisable or convertible at the end of the year (in shares)		3,304,000
Weighted-Average Exercise Price Per Share
Outstanding at the beginning of the year (in dollars per share)	$ 3.42	$ 3.42
Granted during the year (in dollars per share)		$ 12.29
Exercised or converted during the year (in dollars per share)		$ 3.23
Forfeited during the year (in dollars per share)		$ 5.43
Expired during the year (in dollars per share)		$ 3.57
Outstanding at the end of the year (in dollars per share)		$ 3.58		$ 3.42
Exercisable or convertible at the end of the year (in dollars per share)		$ 2.79
Additional information
Weighted-average remaining contractual life of options outstanding		6 years 1 month 6 days
Weighted-average remaining contractual life of options exercisable		5 years 3 months 18 days
Aggregate intrinsic value of options outstanding		110,700,000
Aggregate intrinsic value of options exercisable		85,500,000
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected dividends		0		0		0
Stock-based compensation expense recognized for modification to stock option agreements
Stock-based compensation expense recognized for modification to stock option agreements		93,000		93,000		364,000
Stock Plans | Employee stock options | Minimum
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected term		5 years	[1]	5 years	[1]	5 years	[1]
Expected volatility (as a percent)		95.00%	[2]	98.00%	[2]	97.00%	[2]
Risk-free rate (as a percent)		0.80%	[3]	0.60%	[3]	0.90%	[3]
Stock Plans | Employee stock options | Maximum
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected term		6 years	[1]	6 years	[1]	6 years	[1]
Expected volatility (as a percent)		96.00%	[2]	99.00%	[2]	99.00%	[2]
Risk-free rate (as a percent)		1.20%	[3]	1.10%	[3]	2.60%	[3]
Stock Plans | Restricted stock unit awards
Shares
Unvested at the beginning of the year (in shares)	2,294,000	2,294,000
Granted during the year (in shares)		582,000
Vested during the year (in shares)		(960,000)
Forfeited during the year (in shares)		(205,000)
Unvested at the end of the year (in shares)		1,711,000
Weighted-Average Price Per Share
Unvested at the beginning of the year (in dollars per share)	$ 5.98	$ 5.98
Granted during the year (in dollars per share)		$ 18.89
Vested during the year (in dollars per share)		$ 6.00
Forfeited during the year (in dollars per share)		$ 5.87
Unvested at the end of the year (in dollars per share)		$ 10.37
ESPP
Information for restricted stock unit and stock option awards
Maximum percentage of eligible compensation that can be contributed by the eligible employees	10.00%
Purchase price expressed as a percentage of the average of the high and low per share trading price of common stock	85.00%
Number of shares purchased by employees		42,734		173,244		187,350
Weighted-average price of shares purchased by employees (in dollars per share)		$ 10.05		$ 3.55		$ 3.38
LIN Television | Stock Plans
Information for restricted stock unit and stock option awards
Total fair value of awards granted		12,349,000		10,347,000		4,983,000
Total intrinsic value of awards exercised		5,136,000		865,000		225,000
Total fair value of awards vested		18,050,000		7,718,000		7,522,000
LIN Television | Stock Plans | Employee stock options
Shares
Outstanding at the beginning of the year (in shares)	4,894,000	4,894,000
Granted during the year (in shares)		110,000
Exercised or converted during the year (in shares)		(420,000)
Forfeited during the year (in shares)		(163,000)
Expired during the year (in shares)		(9,000)
Outstanding at the end of the year (in shares)		4,412,000		4,894,000
Exercisable or convertible at the end of the year (in shares)		3,304,000
Weighted-Average Exercise Price Per Share
Outstanding at the beginning of the year (in dollars per share)	$ 3.42	$ 3.42
Granted during the year (in dollars per share)		$ 12.29
Exercised or converted during the year (in dollars per share)		$ 3.23
Forfeited during the year (in dollars per share)		$ 5.43
Expired during the year (in dollars per share)		$ 3.57
Outstanding at the end of the year (in dollars per share)		$ 3.58		$ 3.42
Exercisable or convertible at the end of the year (in dollars per share)		$ 2.79
Additional information
Weighted-average remaining contractual life of options outstanding		6 years 1 month 6 days
Weighted-average remaining contractual life of options exercisable		5 years 3 months 18 days
Aggregate intrinsic value of options outstanding		110,700,000
Aggregate intrinsic value of options exercisable		85,500,000
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected dividends		0		0		0
Stock-based compensation expense recognized for modification to stock option agreements
Stock-based compensation expense recognized for modification to stock option agreements		$ 93,000		$ 93,000		$ 364,000
LIN Television | Stock Plans | Employee stock options | Minimum
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected term		5 years	[1]	5 years	[1]	5 years	[1]
Expected volatility (as a percent)		95.00%	[4]	98.00%	[4]	97.00%	[4]
Risk-free rate (as a percent)		0.80%	[3]	0.60%	[3]	0.90%	[3]
LIN Television | Stock Plans | Employee stock options | Maximum
Assumptions used to estimate the fair value of each stock option grant or modification on the date of grant
Expected term		6 years	[1]	6 years	[1]	6 years	[1]
Expected volatility (as a percent)		96.00%	[4]	99.00%	[4]	99.00%	[4]
Risk-free rate (as a percent)		1.20%	[3]	1.10%	[3]	2.60%	[3]
LIN Television | Stock Plans | Restricted stock unit awards
Shares
Unvested at the beginning of the year (in shares)	2,294,000	2,294,000
Granted during the year (in shares)		582,000
Vested during the year (in shares)		(960,000)
Forfeited during the year (in shares)		(205,000)
Unvested at the end of the year (in shares)		1,711,000
Weighted-Average Price Per Share
Unvested at the beginning of the year (in dollars per share)	$ 5.98	$ 5.98
Granted during the year (in dollars per share)		$ 18.89
Vested during the year (in dollars per share)		$ 6.00
Forfeited during the year (in dollars per share)		$ 5.87
Unvested at the end of the year (in dollars per share)		$ 10.37
LIN Television | ESPP
Information for restricted stock unit and stock option awards
Maximum percentage of eligible compensation that can be contributed by the eligible employees								10.00%
Purchase price expressed as a percentage of the average of the high and low per share trading price of common stock	85.00%
Number of shares purchased by employees		42,734		173,244		187,350
Weighted-average price of shares purchased by employees (in dollars per share)		$ 10.05		$ 3.55		$ 3.38

[1] The expected term was estimated using our historical experience.

[2] Expected volatility is based on historical trends for our class A common shares over the expected term.

[3] The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

[4] Expected volatility is based on historical trends for LIN LLC class A common shares over the expected term.

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Debt (Details 2) (USD $)	Dec. 31, 2013		Dec. 31, 2012
Scheduled future principal repayments on debt agreements
2014	$ 17,364,000
2015	23,640,000
2016	29,844,000
2017	72,096,000
2018	502,009,000
2019 and thereafter	301,768,000
Total debt	946,721,000
Carrying amounts and fair values of long-term debt
Carrying Amount	930,088,000		875,346,000
Estimated Fair Value	954,255,000		910,500,000
Revolving credit loans
Long-term Debt
Additional facility outstanding	25,000,000
Scheduled future principal repayments on debt agreements
2014	0
2015	0
2016	0
2017	5,000,000	[1]
2018	0
2019 and thereafter	0
Total debt	5,000,000
Carrying amounts and fair values of long-term debt
Carrying Amount	5,000,000		0
Estimated Fair Value	5,000,000		0
Term loans
Carrying amounts and fair values of long-term debt
Carrying Amount	430,921,000		379,945,000
Estimated Fair Value	432,105,000		380,599,000
Term loans, net of discount
Scheduled future principal repayments on debt agreements
2014	12,500,000
2015	18,750,000
2016	25,000,000
2017	62,500,000
2018	0
2019 and thereafter	0
Total debt	118,750,000
Incremental term loans, net of discount
Scheduled future principal repayments on debt agreements
2014	3,200,000
2015	3,200,000
2016	3,200,000
2017	3,200,000
2018	301,400,000
2019 and thereafter	0
Total debt	314,200,000
Senior notes
Carrying amounts and fair values of long-term debt
Carrying Amount	490,000,000		490,000,000
Estimated Fair Value	512,983,000		524,500,000
8.375% Senior Notes
Scheduled future principal repayments on debt agreements
2014	0
2015	0
2016	0
2017	0
2018	200,000,000
2019 and thereafter	0
Total debt	200,000,000
6.375% Senior Notes
Scheduled future principal repayments on debt agreements
2014	0
2015	0
2016	0
2017	0
2018	0
2019 and thereafter	290,000,000
Total debt	290,000,000
Finance Leases
Scheduled future principal repayments on debt agreements
2014	502,000
2015	528,000
2016	620,000
2017	577,000
2018	609,000
2019 and thereafter	11,768,000
Total debt	14,604,000
Other debt
Scheduled future principal repayments on debt agreements
2014	1,162,000
2015	1,162,000
2016	1,024,000
2017	819,000
2018	0
2019 and thereafter	0
Total debt	4,167,000
Carrying amounts and fair values of long-term debt
Carrying Amount	4,167,000		5,401,000
Estimated Fair Value	4,167,000		5,401,000
LIN Television
Scheduled future principal repayments on debt agreements
2014	17,364,000
2015	23,640,000
2016	29,844,000
2017	72,096,000
2018	504,009,000
2019 and thereafter	301,768,000
Total debt	948,721,000
Carrying amounts and fair values of long-term debt
Carrying Amount	932,088,000		875,346,000
Estimated Fair Value	956,255,000		910,500,000
LIN Television | Revolving credit loans
Long-term Debt
Additional facility outstanding	25,000,000
Scheduled future principal repayments on debt agreements
2017	5,000,000
2018	0
Total debt	5,000,000
Carrying amounts and fair values of long-term debt
Carrying Amount	5,000,000		0
Estimated Fair Value	5,000,000		0
LIN Television | Term loans
Carrying amounts and fair values of long-term debt
Carrying Amount	430,921,000		379,945,000
Estimated Fair Value	432,105,000		380,599,000
LIN Television | Term loans, net of discount
Scheduled future principal repayments on debt agreements
2014	12,500,000
2015	18,750,000
2016	25,000,000
2017	62,500,000
2018	0
Total debt	118,750,000
LIN Television | Incremental term loans, net of discount
Scheduled future principal repayments on debt agreements
2014	3,200,000
2015	3,200,000
2016	3,200,000
2017	3,200,000
2018	301,400,000
2019 and thereafter	0
Total debt	314,200,000
LIN Television | Senior notes
Carrying amounts and fair values of long-term debt
Carrying Amount	490,000,000		490,000,000
Estimated Fair Value	512,983,000		524,500,000
LIN Television | 8.375% Senior Notes
Scheduled future principal repayments on debt agreements
2018	200,000,000
2019 and thereafter	0
Total debt	200,000,000
LIN Television | 6.375% Senior Notes
Scheduled future principal repayments on debt agreements
2019 and thereafter	290,000,000
Total debt	290,000,000
LIN Television | Finance Leases
Scheduled future principal repayments on debt agreements
2014	502,000
2015	528,000
2016	620,000
2017	577,000
2018	609,000
2019 and thereafter	11,768,000
Total debt	14,604,000
LIN Television | Other debt
Scheduled future principal repayments on debt agreements
2014	1,162,000
2015	1,162,000
2016	1,024,000
2017	819,000
2018	2,000,000
Total debt	6,167,000
Carrying amounts and fair values of long-term debt
Carrying Amount	6,167,000		5,401,000
Estimated Fair Value	$ 6,167,000		$ 5,401,000

[1] An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2013

New Vision

Acquisitions

Schedule of unaudited pro forma results of operations

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

LIN Television | Dedicated Media, Inc.

Acquisitions

Summary of the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed

The following table summarizes the 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The following table summarizes the 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	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

LIN Television | HYFN, Inc.

Acquisitions

Summary of the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed

The following table summarizes the 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
Definite-lived intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

The following table summarizes the 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
Definite-lived intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

LIN Television | New Vision and Vaughan

Acquisitions

Summary of the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed

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

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

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

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

LIN Television | New Vision

Acquisitions

Schedule of unaudited pro forma results of operations

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

LIN Television | ACME

Acquisitions

Summary of the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

The following table summarizes 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 acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

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Basis of Presentation and Summary of Significant Accounting Policies (Details 2) (USD $)	1 Months Ended	12 Months Ended				0 Months Ended			0 Months Ended						1 Months Ended	12 Months Ended							0 Months Ended		0 Months Ended	1 Months Ended				0 Months Ended			1 Months Ended
	Feb. 28, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Transaction agreement	Jul. 30, 2013 Merger transaction	Feb. 12, 2013 SVH	Dec. 31, 2012 SVH	Feb. 12, 2013 SVH GECC Note	Dec. 31, 2013 SVH GECC Note	Feb. 28, 2013 SVH GECC Note	Sep. 30, 2013 SVH Transaction agreement	Feb. 12, 2013 SVO	Dec. 31, 2012 SVO	Feb. 28, 2013 LIN Television	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Sep. 30, 2013 LIN Television Merger transaction	Jul. 30, 2013 LIN Television Merger transaction	Dec. 31, 2013 LIN Television SVH	Dec. 31, 2012 LIN Television SVH	Feb. 12, 2013 LIN Television SVH GECC Note	Dec. 31, 2013 LIN Television SVH GECC Note	Feb. 12, 2013 LIN Television SVH Transaction agreement	Feb. 28, 2013 LIN Television SVH Transaction agreement	Sep. 30, 2013 LIN Television SVH Transaction agreement	Dec. 31, 2012 LIN Television SVH Transaction agreement	Dec. 31, 2012 LIN Television SVO	Feb. 12, 2013 LIN Texas SVH Transaction agreement	Dec. 31, 2013 NBCUniversal SVH	Feb. 12, 2013 NBCUniversal SVH	Feb. 28, 2013 Senior Secured Credit Facility SVH Transaction agreement	Feb. 28, 2013 Incremental term loans, net of discount Senior Secured Credit Facility SVH Transaction agreement	Feb. 28, 2013 Incremental term loans, net of discount Senior Secured Credit Facility LIN Television SVH Transaction agreement
Basis of presentation and summary of significant accounting policies
Ownership percentage held by SVH							20.38%	20.38%					99.75%	99.75%							20.38%	20.38%							99.75%	20.38%
Equity interest held by NBCUniversal (as a percent)																															79.62%	79.62%
Debt financing provided by GECC										$ 815,500,000														$ 815,500,000
Capital contribution in exchange of equity interest sold		100,000,000	0	0					100,000,000							100,000,000	0	0					100,000,000
Ownership interest sold (as a percent)																									20.38%					20.38%
Short Term Deferred Liabilities Reclassified to Income Taxes Payable upon Consummation of Transaction					162,800,000							162,800,000															162,800,000
Proceeds from sale of equity interest																							1.00		1.00					1.00
Accrued liability to secure the release of the guarantee and the related income tax consequences		0	100,000,000								100,000,000					0	100,000,000											100,000,000
Additional borrowings	60,000,000																																	60,000,000	60,000,000
Amount of cash on hand and borrowings under the revolving credit facility utilized to fund the payment	40,000,000														40,000,000											40,000,000							40,000,000
Tax saving due to setting offsetting of realized capital loss and net operating losses with the capital gain			131,500,000			131,500,000														131,500,000
Ownership interest (as a percent)		100.00%														100.00%
Capital loss resulting from difference between tax basis and fair value of subsidiary stock		343,000,000				343,000,000										343,000,000
Amount of cash on hand and borrowings under the revolving credit facility utilized to fund the payment			$ 162,800,000			$ 31,300,000											$ 162,800,000		$ 31,300,000

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Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Shareholders' Equity

Shareholders' Equity

During the year ended December 31, 2011, our Board of Directors approved a stock repurchase program that authorized us to repurchase up to $25 million of our class A common shares over a 12 month period. This program was extended by our Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, we terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, we repurchased approximately 3.3 million shares of our class A common shares on the open market for an aggregate purchase price of $11.4 million. We did not repurchase any shares during the year ended December 31, 2013.

Our class B common shares are convertible into an equal number of shares of our class A or class C common shares in various circumstances. During the year ended December 31, 2013, 2.5 million shares of our class B common shares were converted into class A common shares. During the year ended December 31, 2012, none of our class B common shares were converted into class A common shares.

LIN Television

Entity Information [Line Items]

Shareholders' Equity

Shareholders' Equity

During the year ended December 31, 2011, LIN TV's Board of Directors approved a stock repurchase program that authorized LIN TV to repurchase up to $25 million of LIN TV's class A common stock over a 12 month period. This program was extended by LIN TV's Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, LIN TV terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, LIN TV repurchased approximately 3.3 million shares of LIN TV's class A common stock on the open market for an aggregate purchase price of $11.4 million. There were no shares repurchased during the year ended December 31, 2013.

LIN LLC's class B common shares are convertible into an equal number of shares of LIN LLC's class A or class C common shares in various circumstances. During the year ended December 31, 2013, prior to the Merger, 2.5 million shares of LIN TV's class B common stock were converted into shares of class A common stock. During the year ended December 31, 2012, none of LIN TV's class B common stock was converted into class A common stock.

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Subsequent Events

Subsequent Events

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary, completed its acquisition of Federated Media Publishing, Inc. ("Federated Media"), which was subsequently converted into a Delaware limited liability company. Federated Media is an industry-leading digital content and conversational marketing company. For further information on this acquisition, see Note 2 — “Acquisitions.”

LIN Television

Entity Information [Line Items]

Subsequent Events

Subsequent Events

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. For further information on this acquisition, see Note 2 — “Acquisitions.”

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Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of valuation and qualifying accounts

	Balance at Beginning of Period		Charged(Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

LIN Television

Entity Information [Line Items]

Schedule of valuation and qualifying accounts

	Balance at Beginning of Period		Charged (Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

XML

Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Schedule of change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets

Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

Schedule of pension related accounts recognized on the entity's consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

Schedule of other changes in plan assets and benefit obligation recognized in other comprehensive income (loss)

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Schedule of the components of net periodic pension benefit cost

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Schedule of the entity's expected future pension benefit payments for the next 10 years

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

	Expected Future Pension Benefit Payments
For Years Ended December 31,
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Schedule of weighted average assumptions used to estimate pension benefit obligations and to determine the entity's net periodic pension benefit cost

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP		Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90	%	4.20	%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25	%	5.25	%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A		N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A		7.00	%

Schedule of asset allocation, designed to create a diversified portfolio of pension plan assets that is consistent with the entity's target asset allocation and risk policy

The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation		Percentage of Plan Assets as of December 31,
Asset Category	2013		2013		2012
Equity securities	60	%	60	%	55	%
Debt securities	40	%	40	%	45	%
	100	%	100	%	100	%

Summary of the entity's pension plan assets measured at fair value using the prescribed three-level fair value hierarchy

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

LIN Television

Entity Information [Line Items]

Schedule of change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets

Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

Schedule of pension related accounts recognized on the entity's consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

Schedule of other changes in plan assets and benefit obligation recognized in other comprehensive income (loss)

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Schedule of the components of net periodic pension benefit cost

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Schedule of the entity's expected future pension benefit payments for the next 10 years

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

For Years Ended December 31,	Expected Future Pension Benefit Payments
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Schedule of weighted average assumptions used to estimate pension benefit obligations and to determine the entity's net periodic pension benefit cost

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP	Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90%	4.20%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25%	5.25%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A	N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A	7.00%

Schedule of asset allocation, designed to create a diversified portfolio of pension plan assets that is consistent with the entity's target asset allocation and risk policy

The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation	Percentage of Plan Assets as of December 31,
Asset Category	2013	2013	2012
Equity securities	60%	60%	55%
Debt securities	40%	40%	45%
	100%	100%	100%

Summary of the entity's pension plan assets measured at fair value using the prescribed three-level fair value hierarchy

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:					—
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:					—
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

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Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Benefit from income taxes	$ 541	$ 595
Provision for income taxes	6,223
LIN Television
Benefit from income taxes	541	595
Provision for income taxes	$ 6,223

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Schedule I-Condensed Financial Information of the Registrant (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Statements of Comprehensive (Loss) Income
Net income attributable to LIN Media LLC	$ 156,601	$ (7,601)	$ 48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120	969	374
Comprehensive income (loss) attributable to reporting entity	167,971	(3,652)	37,739
Pension net gain (loss), tax	5,705	1,523	(7,291)
Amortization of pension net losses, tax	734	609	379
LIN Media LLC
Condensed Statements of Comprehensive (Loss) Income
Net income attributable to LIN Media LLC	158,113	(7,045)	48,577
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738	2,424	(11,212)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120	969	374
Comprehensive income (loss) attributable to reporting entity	167,971	(3,652)	37,739
Pension net gain (loss), tax	5,705	1,523	(7,291)
Amortization of pension net losses, tax	$ 734	$ 609	$ 379

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
OPERATING ACTIVITIES:
Net income (loss)	$ 156,601	$ (7,601)	$ 48,781
Loss from discontinued operations	0	1,018	920
Gain on sale of discontinued operations	0	(11,389)	0
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854	32,149	26,246
Amortization of intangible assets	22,826	6,364	1,199
Amortization of financing costs and note discounts	3,638	2,589	3,755
Amortization of program rights	29,242	23,048	21,406
Cash payments for programming	(31,677)	(24,258)	(24,622)
Loss on extinguishment of debt	0	1,830	1,694
Gain on derivative instruments	0	0	(1,960)
Share of loss in equity investments	56	98,309	4,957
Deferred income taxes, net	(27,222)	38,263	(16,586)
Extinguishment of income tax liability related to the Merger	(131,481)	0	0
Stock-based compensation	9,374	6,857	6,176
Loss from asset dispositions	710	96	472
Other, net	(1,155)	1,724	754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(10,958)	(33,403)	(8,825)
Other assets	(4,254)	(2,146)	(138)
Accounts payable	(8,679)	7,983	3,318
Income taxes payable	654	0	0
Accrued interest expense	4,327	1,746	(851)
Other liabilities and accrued expenses	(9,889)	6,256	(3,634)
Net cash provided by operating activities, continuing operations	48,967	149,435	63,062
Net cash used in operating activities, discontinued operations	0	(2,736)	(402)
Net cash provided by operating activities	48,967	146,699	62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374)	(28,230)	(20,069)
Change in restricted cash	0	255,159	(255,159)
Payments for business combinations, net of cash acquired	(10,082)	(358,495)	(9,033)
Proceeds from the sale of assets	86	79	74
Payments on derivative instruments	0	0	(2,020)
Shortfall loans to joint venture with NBCUniversal	0	(2,292)	(2,483)
Capital contribution to joint venture with NBCUniversal	(100,000)	0	0
Other investments, net	0	0	(375)
Net cash used in investing activities, continuing operations	(139,370)	(133,779)	(289,065)
Net cash provided by (used in) investing activities, discontinued operations	0	29,520	(115)
Net cash used in investing activities	(139,370)	(104,259)	(289,180)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	1,845	1,314	841
Tax benefit from exercises of share options	1,591	0	0
Proceeds from borrowings on long-term debt	139,000	328,333	417,695
Payments of dividend	0
Principal payments on long-term debt	(85,160)	(322,179)	(175,216)
Payment of long-term debt issue costs	(655)	(10,272)	(7,662)
Treasury shares purchased	0	(11,386)	(2,729)
Net cash provided by (used in) financing activities	56,621	(14,190)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782)	28,250	6,409
Cash and cash equivalents at the beginning of the period	46,307	18,057	11,648
Cash and cash equivalents at the end of the period	12,525	46,307	18,057
LIN Television
OPERATING ACTIVITIES:
Net income (loss)	157,290	(7,601)	48,781
Loss from discontinued operations	0	1,018	920
Gain on sale of discontinued operations	0	(11,389)	0
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854	32,149	26,246
Amortization of intangible assets	22,826	6,364	1,199
Amortization of financing costs and note discounts	3,638	2,589	3,755
Amortization of program rights	29,242	23,048	21,406
Cash payments for programming	(31,677)	(24,258)	(24,622)
Loss on extinguishment of debt	0	1,830	1,694
Gain on derivative instruments	0	0	(1,960)
Share of loss in equity investments	56	98,309	4,957
Deferred income taxes, net	(27,222)	38,263	(16,586)
Extinguishment of income tax liability related to the Merger	(131,481)	0	0
Stock-based compensation	9,374	6,857	6,176
Loss from asset dispositions	710	96	472
Other, net	(1,155)	1,724	754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(11,058)	(33,403)	(8,825)
Other assets	(4,254)	(2,146)	(138)
Accounts payable	(8,679)	7,983	3,318
Income taxes payable	654	0	0
Accrued interest expense	4,327	1,746	(851)
Other liabilities and accrued expenses	(9,889)	6,256	(3,634)
Net cash provided by operating activities, continuing operations	49,556	149,435	63,062
Net cash used in operating activities, discontinued operations	0	(2,736)	(402)
Net cash provided by operating activities	49,556	146,699	62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374)	(28,230)	(20,069)
Change in restricted cash	0	255,159	(255,159)
Payments for business combinations, net of cash acquired	(10,082)	(358,495)	(9,033)
Proceeds from the sale of assets	86	79	74
Payments on derivative instruments	0	0	(2,020)
Shortfall loans to joint venture with NBCUniversal	0	(2,292)	(2,483)
Capital contribution to joint venture with NBCUniversal	(100,000)	0	0
Other investments, net	0	0	(375)
Net cash used in investing activities, continuing operations	(139,370)	(133,779)	(289,065)
Net cash provided by (used in) investing activities, discontinued operations	0	29,520	(115)
Net cash used in investing activities	(139,370)	(104,259)	(289,180)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	1,256	1,314	841
Tax benefit from exercises of share options	1,591
Proceeds from borrowings on long-term debt	141,000	328,333	417,695
Payments of dividend	(2,000)	0	0
Principal payments on long-term debt	(85,160)	(322,179)	(175,216)
Payment of long-term debt issue costs	(655)	(10,272)	(7,662)
Treasury shares purchased	0	(11,386)	(2,729)
Net cash provided by (used in) financing activities	56,032	(14,190)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782)	28,250	6,409
Cash and cash equivalents at the beginning of the period	46,307	18,057	11,648
Cash and cash equivalents at the end of the period	$ 12,525	$ 46,307	$ 18,057

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Investments (Details) (USD $)	12 Months Ended						1 Months Ended		12 Months Ended				0 Months Ended	12 Months Ended		1 Months Ended		12 Months Ended					0 Months Ended		12 Months Ended		0 Months Ended	1 Months Ended		12 Months Ended		1 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 LIN Television	Dec. 31, 2012 LIN Television	Dec. 31, 2011 LIN Television	Feb. 12, 2013 SVH		Dec. 31, 2012 SVH		Dec. 31, 2011 SVH	Dec. 31, 2008 SVH	Feb. 12, 2013 SVH GECC Note	Dec. 31, 2012 SVH GECC Note	Dec. 31, 2011 SVH GECC Note	Feb. 12, 2013 SVH LIN Television		Dec. 31, 2012 SVH LIN Television		Dec. 31, 2011 SVH LIN Television	Dec. 31, 2013 SVH LIN Television	Dec. 31, 2008 SVH LIN Television	Feb. 12, 2013 SVH LIN Television Transaction agreement	Feb. 12, 2013 SVH LIN Television GECC Note	Dec. 31, 2012 SVH LIN Television GECC Note	Dec. 31, 2011 SVH LIN Television GECC Note	Feb. 12, 2013 SVH LIN Texas Transaction agreement	Feb. 12, 2013 SVH NBC Universal and General Electric		Dec. 31, 2012 SVH NBC Universal and General Electric	Dec. 31, 2011 SVH NBC Universal and General Electric	Feb. 12, 2013 SVO	Dec. 31, 2012 SVO	Dec. 31, 2011 SVO	Feb. 12, 2013 SVO LIN Television	Dec. 31, 2012 SVO LIN Television	Dec. 31, 2011 SVO LIN Television
Statement
Ownership percentage							20.38%		20.38%									20.38%			20.38%						20.38%					99.75%	99.75%			99.75%
Capital contribution made by the entity	$ 100,000,000	$ 0	$ 0	$ 100,000,000	$ 0	$ 0							$ 100,000,000											$ 100,000,000
Ownership interest sold (as a percent)																							20.38%				20.38%
Proceeds from sale of equity interest																							1.00	1.00			1.00
Summarized financial information
Net revenues/ equity in income from limited partnership interest in SVO							2,786,000		64,354,000		47,624,000					2,786,000		64,354,000		47,624,000												11,951,000	143,474,000	118,833,000	11,951,000	143,474,000	118,833,000
Operating expenses																																(9,148,000)	(79,124,000)	(71,350,000)	9,148,000	79,124,000	71,350,000
Net income before taxes																																2,805,000	64,653,000	47,791,000	2,805,000	64,653,000	47,791,000
Interest and other expenses							(8,039,000)		(69,365,000)		(68,003,000)					8,039,000		69,365,000		68,003,000
Net income (loss) after taxes							(5,253,000)		(5,011,000)		(20,379,000)					(5,253,000)		(5,011,000)		(20,379,000)												2,793,000	64,515,000	47,743,000	2,793,000	64,515,000	47,743,000
Cash distributions from SVO							6,905,000		55,025,000		53,846,000					6,905,000		55,025,000		53,846,000
Shortfall loans							0		2,292,000		2,483,000					0		2,292,000		2,483,000								0		8,954,000	9,701,000
Cash and cash equivalents							6,905,000	[1]	0							6,905,000	[1]	0
Non-current assets							205,433,000	[1]	209,552,000							205,433,000	[1]	209,552,000
Current liabilities							8,155,000	[1]	544,000							8,155,000	[1]	544,000
Non-current liabilities							865,354,000	[1],[2]	864,927,000	[2]						865,354,000	[1],[2]	864,927,000	[2]
Shortfall loans outstanding and accrued interest payable							10,159,000	[1]	10,080,000							10,159,000	[1]	10,080,000										39,695,000	[1]	39,382,000
Carrying value of investment												0										0
Shortfall liabilities recognized	0	0	4,697,000			4,697,000								4,200,000	4,700,000										4,200,000	4,700,000
Impairment charge recognized on the shortfall loans	56,000	98,309,000	4,957,000	56,000	98,309,000	4,957,000								4,200,000	4,700,000										4,200,000	4,700,000
Reversal of remaining accrued shortfall funding liability														$ 6,000,000											$ 6,000,000

[1] Represents balances prior to the effect of the JV Sale Transaction.

[2] See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

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Unaudited Quarterly Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013		Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Information Disclosure [Abstract]
Net revenues	$ 183,915	$ 163,110		$ 164,346	$ 140,992	$ 196,170	$ 133,076	$ 121,016	$ 103,200	$ 652,363	$ 553,462	$ 400,003
Operating income	28,026	23,226		26,916	11,776	71,239	44,367	34,995	20,460	89,944	171,061	89,104
Income (loss) from continuing operations	3,944	146,508	[1]	7,169	(1,020)	(58,163)	19,619	15,457	5,115	156,601	(17,972)	49,701
(Loss) income from discontinued operations						0	0	11,602	(1,231)	0	10,371	(920)
Net income (loss) attributable to LIN Media LLC	$ 4,556	$ 146,938		$ 7,475	$ (856)	$ (58,088)	$ 19,659	$ 27,118	$ 4,266	$ 158,113	$ (7,045)	$ 48,577
Basic earnings (loss) per common share from continuing operations attributable to LIN Media LLC (in dollars per share)	$ 0	$ 2.78		$ 0.14	$ (0.02)	$ (1.09)	$ 0.37	$ 0.28	$ 0.10	$ 3.02	$ (0.32)	$ 0.89
Basic earnings (loss) per common share attributable to LIN Media LLC (in dollars per share)	$ 0.09	$ 2.78		$ 0.14	$ (0.02)	$ (1.09)	$ 0.37	$ 0.49	$ 0.08	$ 3.02	$ (0.13)	$ 0.87
Diluted earnings (loss) per common share from continuing operations attributable to LIN Media LLC (in dollars per share)	$ 0.08	$ 2.63		$ 0.13	$ (0.02)	$ (1.09)	$ 0.36	$ 0.27	$ 0.10	$ 2.84	$ (0.32)	$ 0.87
Diluted earnings (loss) per common share attributable to LIN Media LLC (in dollars per share)	$ 0.08	$ 2.63		$ 0.13	$ (0.02)	$ (1.09)	$ 0.36	$ 0.48	$ 0.08	$ 2.84	$ (0.13)	$ 0.85
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic (in shares)	52,879	52,791		52,278	51,910	53,169	53,066	55,174	56,184	52,439	54,130	55,768
Diluted (in shares)	56,240	55,855		55,595	51,910	53,169	54,353	56,300	57,512	55,639	54,130	57,079

[1] During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

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Shareholders' Equity (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Class A common stock
Stockholders' equity
Stock repurchase program, authorized amount			$ 25,000,000
Period over which stock can be repurchased under the stock repurchase program			12 months
Number of shares repurchased	0	3,300,000
Aggregate purchase price of shares repurchased		11,400,000
Class B common stock
Stockholders' equity
Conversion of class B common stock into class A common stock (in shares)	2,500,000	0
LIN Television
Stockholders' equity
Aggregate purchase price of shares repurchased		11,386,000	(2,729,000)
LIN Television | Class A common stock
Stockholders' equity
Stock repurchase program, authorized amount			25,000,000
Period over which stock can be repurchased under the stock repurchase program			12 months
Number of shares repurchased	0	3,300,000
Aggregate purchase price of shares repurchased		$ 11,400,000
LIN Television | Class B common stock
Stockholders' equity
Conversion of class B common stock into class A common stock (in shares)	2,500,000.0

XML

Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

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 7 — “ 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 Shareholders’ (deficit) equity line of the Guarantor column, and a $4.3 million increase in the Total Shareholders’ (deficit) equity line of the Non-Guarantor column.

Condensed Consolidating Balance Sheet

As of December 31, 2013

(in thousands)

	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	$	—	$	10,313	$	3	$	2,209	$	—		$	12,525
Accounts receivable, net	—		88,905		39,416		16,988		—			145,309
Deferred income tax assets	—		5,818		1,080		—		—			6,898
Other current assets	—		12,264		1,049		1,888		—			15,201
Total current assets	—		117,300		41,548		21,085		—			179,933
Property and equipment, net	—		180,480		35,752		4,846		—			221,078
Deferred financing costs	—		16,357		—		91		—			16,448
Goodwill	—		169,492		18,518		15,518		—			203,528
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		31,303		1,840		13,906		—			47,049
Advances to consolidated subsidiaries	1,900		7,764		968,728		—		(978,392		)	—
Investment in consolidated subsidiaries	87,227		1,534,600		—		—		(1,621,827		)	—
Other assets	—		52,778		2,688		1,276		(44,443		)	12,299
Total assets	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	16,112	$	—	$	1,252	$	—		$	17,364
Accounts payable	—		4,185		5,339		4,478		—			14,002
Income taxes payable	—		749		671		—		—			1,420
Accrued expenses	—		42,570		6,254		2,872		—			51,696
Program obligations	—		4,711		1,013		1,303		—			7,027
Total current liabilities	—		68,327		13,277		9,905		—			91,509
Long-term debt, excluding current portion	—		924,223		—		3,105		—			927,328
Deferred income tax liabilities	—		30,013		33,824		849		—			64,686
Program obligations	—		2,505		217		1,424		—			4,146
Intercompany liabilities	—		970,628		—		7,764		(978,392		)	—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
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

Condensed Consolidating Balance Sheet

As of December 31, 2012

(in thousands)

	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	$	—		$	44,625		$	573	$	1,109	$	—		$	46,307
Accounts receivable, net	—			87,103			31,144		7,903		—			126,150
Deferred income tax assets	—			67,412			—		97		(67,509		)	—
Other current assets	—			4,850			554		1,459		—			6,863
Total current assets	—			203,990			32,271		10,568		(67,509		)	179,320
Property and equipment, net	—			197,125			39,534		4,832		—			241,491
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			169,492			18,518		4,504		—			192,514
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			48,897			2,775		7,882		—			59,554
Advances to consolidated subsidiaries	—			6,746			1,345,971		—		(1,352,717		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,626		(45,280		)	12,885
Total assets	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,243		$	—	$	1,513	$	—		$	10,756
Accounts payable	—			14,335			3,385		1,235		—			18,955
Income taxes payable	—			372			394		—		—			766
Accrued expenses	—			37,020			115,605		621		—			153,246
Deferred income tax liabilities	—			—			235,728		—		(67,509		)	168,219
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 shareholders' (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	428,806		$	181,678		$	55,850		$	(13,971	)	$	652,363
Operating expenses:
Direct operating	—			145,176			76,275			37,295			(7,668		)	251,078
Selling, general and administrative	—			109,679			40,934			12,516			(579		)	162,550
Amortization of program rights	—			21,452			5,690			2,100			—			29,242
Corporate	709			40,668			—			—			—			41,377
Depreciation	—			38,306			7,256			1,292			—			46,854
Amortization of intangible assets	—			17,594			935			4,297			—			22,826
Restructuring	—			3,633			—			262			—			3,895
Contract termination costs	—			3,887			—			—			—			3,887
Loss from asset dispositions	—			705			5			—			—			710
Operating (loss) income	(709		)	47,706			50,583			(1,912		)	(5,724		)	89,944
Other (income) expense:
Interest expense, net	—			56,386			—			221			—			56,607
Share of loss in equity investments	—			56			—			—			—			56
Intercompany (income) expense	(20		)	27,947			(28,243		)	316			—			—
Other, net				2,097			—			3			—			2,100
Total other (income) expense, net	(20		)	86,486			(28,243		)	540			—			58,763
(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	(689		)	(38,780		)	78,826			(2,452		)	(5,724		)	31,181
(Benefit from) provision for income taxes	—			(155,975		)	31,530			(975		)	—			(125,420		)
Net (loss) income from continuing operations	(689		)	117,195			47,296			(1,477		)	(5,724		)	156,601
Equity in income (loss) from operations of consolidated subsidiaries	158,802			41,607			—			—			(200,409		)	—
Net income (loss)	158,113			158,802			47,296			(1,477		)	(206,133		)	156,601
Net loss attributable to noncontrolling interests	—			—			—			(1,512		)	—			(1,512		)
Net income (loss) attributable to LIN Media LLC	$	158,113		$	158,802		$	47,296		$	35		$	(206,133	)	$	158,113

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	158,113	$	158,802	$	47,296	$	(1,477	)	$	(206,133	)	$	156,601
Pension net gain, net of tax of $5,705	8,738		8,738		—		—			(8,738		)	8,738
Amortization of pension net losses, net of tax of $734	1,120		1,120		—		—			(1,120		)	1,120
Comprehensive income (loss)	167,971		168,660		47,296		(1,477		)	(215,991		)	166,459
Comprehensive loss attributable to noncontrolling interest	—		—		—		(1,512		)	—			(1,512		)
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	168,660	$	47,296	$	35		$	(215,991	)	$	167,971

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	369,779		$	181,458		$	9,571		$	(7,346	)	$	553,462
Operating expenses:
Direct operating	—			96,504			62,352			5,201			(3,835		)	160,222
Selling, general and administrative	—			85,638			37,917			2,152			(440		)	125,267
Amortization of program rights	—			16,644			5,437			967			—			23,048
Corporate	—			30,357			3,889			—			—			34,246
Depreciation	—			24,061			7,635			453			—			32,149
Amortization of intangible assets	—			4,139			935			1,290			—			6,364
Restructuring	—			1,009			—			—			—			1,009
Loss (gain) from asset dispositions	—			111			(15		)	—			—			96
Operating income (loss)	—			111,316			63,308			(492		)	(3,071		)	171,061
Other expense (income):
Interest expense, net	—			46,625			—			156			(98		)	46,683
Share of loss in equity investments	—			153			98,156			—			—			98,309
Loss on extinguishment of debt	—			3,341			—			—			—			3,341
Intercompany fees and expenses	—			26,549			(26,548		)	(1		)	—			—
Other, net	—			237			—			—			—			237
Total other expense (income), net	—			76,905			71,608			155			(98		)	148,570
Income (loss) from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—			34,411			(8,300		)	(647		)	(2,973		)	22,491
Provision for (benefit from) income taxes	—			44,298			(3,320		)	(515		)	—			40,463
Net loss from continuing operations	—			(9,887		)	(4,980		)	(132		)	(2,973		)	(17,972		)
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 (loss) income from operations of consolidated subsidiaries	(7,045		)	3,382			—			—			3,663			—
Net (loss) income	(7,045		)	(7,045		)	5,954			(132		)	667			(7,601		)
Net loss attributable to noncontrolling interests	—			—			—			(556		)	—			(556		)
Net (loss) income attributable to LIN Media LLC	$	(7,045	)	$	(7,045	)	$	5,954		$	424		$	667		$	(7,045	)

Condensed Consolidating Statement of Comprehensive Loss

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(7,045	)	$	(7,045	)	$	5,954	$	(132	)	$	667		$	(7,601	)
Pension net gain, net of tax of $1,523	2,424			2,424			—		—			(2,424		)	2,424
Amortization of pension net losses, net of tax of $609	969			969			—		—			(969		)	969
Comprehensive (loss) income	(3,652		)	(3,652		)	5,954		(132		)	(2,726		)	(4,208		)
Comprehensive loss attributable to noncontrolling interest	—			—			—		(556		)	—			(556		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(3,652	)	$	(3,652	)	$	5,954	$	424		$	(2,726	)	$	(3,652	)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—	$	263,958		$	136,891		$	1,745		$	(2,591	)	$	400,003
Operating expenses:
Direct operating	—		78,492			53,877			604			(2,355		)	130,618
Selling, general and administrative	—		69,018			34,825			491			(564		)	103,770
Amortization of program rights	—		15,535			5,438			433			—			21,406
Corporate	—		24,838			1,643			—			—			26,481
Depreciation	—		19,169			7,030			47			—			26,246
Amortization of intangible assets	—		264			868			67			—			1,199
Restructuring	—		707			—			—			—			707
Loss from asset dispositions	—		351			121			—			—			472
Operating income	—		55,584			33,089			103			328			89,104
Other expense (income):
Interest expense, net	—		50,688			—			21			(3		)	50,706
Share of loss in equity investments	—		260			4,697			—			—			4,957
Gain on derivative instruments	—		(1,960		)	—			—			—			(1,960		)
Loss on extinguishment of debt	—		1,694			—			—			—			1,694
Intercompany fees and expenses	—		57,931			(57,945		)	14			—			—
Other, net	—		68			(4		)	(13		)	—			51
Total other expense (income), net	—		108,681			(53,252		)	22			(3		)	55,448
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(53,097		)	86,341			81			331			33,656
(Benefit from) provision for income taxes	—		(50,521		)	34,536			(60		)	—			(16,045		)
Net (loss) income from continuing operations	—		(2,576		)	51,805			141			331			49,701
(Loss) income from discontinued operations, net	—		(1,316		)	544			—			(148		)	(920		)
Equity in income (loss) from operations of consolidated subsidiaries	48,577		52,469			—			—			(101,046		)	—
Net income (loss)	48,577		48,577			52,349			141			(100,863		)	48,781
Net loss attributable to noncontrolling interests	—		—			—			204			—			204
Net income (loss) attributable to LIN Media LLC	$	48,577	$	48,577		$	52,349		$	(63	)	$	(100,863	)	$	48,577

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	48,577		$	48,577		$	52,349	$	141	$	(100,863	)	$	48,781
Pension net loss, net of tax of $(7,291)	(11,212		)	(11,212		)	—		—		11,212			(11,212		)
Amortization of pension net loss, net of tax of $379	374			374			—		—		(374		)	374
Comprehensive income (loss)	37,739			37,739			52,349		141		(90,025		)	37,943
Comprehensive income attributable to noncontrolling interest	—			—			—		—		204			204
Comprehensive income (loss) attributable to LIN Media LLC	$	37,739		$	37,739		$	52,349	$	141	$	(90,229	)	$	37,739

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	$	(589	)	$	(1,986	)	$	50,612		$	930		$	—		$	48,967
INVESTING ACTIVITIES:
Capital expenditures	—			(22,768		)	(3,540		)	(3,066		)	—			(29,374		)
Payments for business combinations, net of cash acquired	—			(10,082		)	—			—			—			(10,082		)
Proceeds from the sale of assets	—			66			20			—			—			86
Capital contribution to joint venture with NBCUniversal	—			—			(100,000		)	—			—			(100,000		)
Receipt of dividend	2,000			78,011			—			—			(80,011		)	—
Advances on intercompany borrowings	(2,000		)	(4,550		)	—			—			6,550			—
Payments from intercompany borrowings	—			15,009			145,358			—			(160,367		)	—
Net cash (used in) provided by investing activities, continuing operations	—			55,686			41,838			(3,066		)	(233,828		)	(139,370		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	589			1,256			—			—			—			1,845
Tax benefit from exercises of share options	—			1,591			—			—			—			1,591
Proceeds from borrowings on long-term debt	—			139,000			—			—			—			139,000
Principal payments on long-term debt	—			(83,846		)	—			(1,314		)	—			(85,160		)
Payment of long-term debt issue costs	—			(655		)	—			—			—			(655		)
Payment of dividend	—			(2,000		)	(78,011		)	—			80,011			—
Proceeds from intercompany borrowings	—			2,000			—			4,550			(6,550		)	—
Payments on intercompany borrowings	—			(145,358		)	(15,009		)	—			160,367			—
Net cash provided by (used in) financing activities	589			(88,012		)	(93,020		)	3,236			233,828			56,621
Net (decrease) increase in cash and cash equivalents	—			(34,312		)	(570		)	1,100			—			(33,782		)
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	$	—		$	10,313		$	3		$	2,209		$	—		$	12,525

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	142,255		$	4,998		$	2,159		$	23		$	149,435
Net cash used in operating activities, discontinued operations	—		(471		)	(2,242		)	—			(23		)	(2,736		)
Net cash provided by operating activities	—		141,784			2,756			2,159			—			146,699
INVESTING ACTIVITIES:
Capital expenditures	—		(20,158		)	(5,709		)	(2,363		)	—			(28,230		)
Change in restricted cash	—		255,159			—			—			—			255,159
Payments for business combinations, net of cash acquired	—		(352,162		)	—			(6,333		)	—			(358,495		)
Proceeds from the sale of assets	—		30			49			—			—			79
Shortfall loan to joint venture with NBCUniversal	—		(2,292		)	—			—			—			(2,292		)
Advances on intercompany borrowings	—		(2,400		)	—			—			2,400			—
Payments from intercompany borrowings	—		20,382			—			—			(20,382		)	—
Net cash used in investing activities, continuing operations	—		(101,441		)	(5,660		)	(8,696		)	(17,982		)	(133,779		)
Net cash provided by investing activities, discontinued operations	—		6,314			23,206			—			—			29,520
Net cash (used in) provided by investing activities	—		(95,127		)	17,546			(8,696		)	(17,982		)	(104,259		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		1,314			—			—			—			1,314
Proceeds from borrowings on long-term debt	—		322,000			—			6,333			—			328,333
Principal payments on long-term debt	—		(320,374		)	—			(1,805		)	—			(322,179		)
Payment of long-term debt issue costs	—		(10,157		)	—			(115		)	—			(10,272		)
Treasury stock purchased	—		(11,386		)	—			—			—			(11,386		)
Proceeds from intercompany borrowings	—		—			—			2,400			(2,400		)	—
Payments on intercompany borrowings	—		—			(20,382		)	—			20,382			—
Net cash (used in) provided by financing activities	—		(18,603		)	(20,382		)	6,813			17,982			(14,190		)
Net increase (decrease) in cash and cash equivalents	—		28,054			(80		)	276			—			28,250
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	$	—	$	44,625		$	573		$	1,109		$	—		$	46,307

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	52,012		$	10,799		$	103		$	148		$	63,062
Net cash (used in) provided by operating activities, discontinued operations	—		(1,180		)	926			—			(148		)	(402		)
Net cash provided by operating activities	—		50,832			11,725			103			—			62,660
INVESTING ACTIVITIES:
Capital expenditures	—		(12,266		)	(7,763		)	(40		)	—			(20,069		)
Change in restricted cash	—		(255,159		)	—			—			—			(255,159		)
Payments for business combinations, net of cash acquired	—		(10,046		)	—			1,013			—			(9,033		)
Proceeds from the sale of assets	—		72			2			—			—			74
Payments on derivative instruments	—		(2,020		)	—			—			—			(2,020		)
Shortfall loan to joint venture with NBCUniversal	—		(2,483		)	—			—			—			(2,483		)
Other investments, net	—		(375		)	—			—			—			(375		)
Advances to consolidated subsidiaries	—		(400		)	—			—			400			—
Payments from consolidated subsidiaries	—		3,750			—			—			(3,750		)	—
Net cash (used in) provided by investing activities, continuing operations	—		(278,927		)	(7,761		)	973			(3,350		)	(289,065		)
Net cash used in investing activities, discontinued operations	—		(106		)	(9		)	—			—			(115		)
Net cash (used in) provided by investing activities	—		(279,033		)	(7,770		)	973			(3,350		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		841			—			—			—			841
Proceeds from borrowings on long-term debt	—		417,695			—			—			—			417,695
Principal payments on long-term debt	—		(174,573		)	—			(643		)	—			(175,216		)
Payment of long-term debt issue costs	—		(7,662		)	—			—			—			(7,662		)
Treasury stock purchased	—		(2,729		)	—			—			—			(2,729		)
Proceeds from intercompany borrowings	—		—			—			400			(400		)	—
Payments on intercompany borrowings	—		—			(3,750		)	—			3,750			—
Net cash provided by (used in) financing activities, continuing operations	—		233,572			(3,750		)	(243		)	3,350			232,929
Net cash provided by (used in) financing activities	$	—	$	233,572		$	(3,750	)	$	(243	)	$	3,350		$	232,929
Net increase in cash and cash equivalents	—		5,371			205			833			—			6,409
Cash and cash equivalents at the beginning of the period	—		11,200			448			—			—			11,648
Cash and cash equivalents at the end of the period	—		16,571			653			833			—			18,057

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Income Taxes (Details 2) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture		$ 0	$ 259,049,000
Property and equipment		11,816,000	12,822,000
Intangible assets		54,859,000	36,761,000
Deferred gain on debt repurchase		18,140,000	18,309,000
Noncontrolling interest		849,000	549,000
Other		7,629,000	7,476,000
Total		93,293,000	334,966,000
Deferred tax assets:
Net operating loss carryforwards		(17,707,000)	(110,169,000)
Equity investments		(2,372,000)	(1,554,000)
Other		(15,426,000)	(32,625,000)
Valuation allowance		0	18,157,000
Total		(35,505,000)	(126,191,000)
Net deferred tax liabilities		57,788,000	208,775,000
Decrease in valuation allowance		18,200,000
LIN Television
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture		0	259,049,000
Property and equipment		11,816,000	12,822,000
Intangible assets		54,859,000	36,761,000
Deferred gain on debt repurchase		18,140,000	18,309,000
Noncontrolling interest		849,000	549,000
Other		7,629,000	7,476,000
Total		93,293,000	334,966,000
Deferred tax assets:
Net operating loss carryforwards		(17,707,000)	(110,169,000)
Equity investments		(2,372,000)	(1,554,000)
Other		(15,426,000)	(32,625,000)
Valuation allowance		0	18,157,000
Total		(35,505,000)	(126,191,000)
Net deferred tax liabilities		57,788,000	208,775,000
Decrease in valuation allowance	$ (18,200,000)	$ 18,200,000

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Summary of the carrying amount of each major class of intangible assets

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

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

Summary of the projected aggregate amortization expense for the next five years and thereafter

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

Schedule of the changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

LIN Television

Entity Information [Line Items]

Summary of the carrying amount of each major class of intangible assets

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

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

Summary of the projected aggregate amortization expense for the next five years and thereafter

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

Schedule of the changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

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Retirement Plans

12 Months Ended

Dec. 31, 2013

Entity Information [Line Items]

Retirement Plans

Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5%- 80% of their base salaries and 5%- 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plan were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

	Expected Future Pension Benefit Payments
For Years Ended December 31,
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP		Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90	%	4.20	%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25	%	5.25	%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A		N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A		7.00	%

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation		Percentage of Plan Assets as of December 31,
Asset Category	2013		2013		2012
Equity securities	60	%	60	%	55	%
Debt securities	40	%	40	%	45	%
	100	%	100	%	100	%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.

LIN Television

Entity Information [Line Items]

Retirement Plans

Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5% - 80% of their base salaries and 5% - 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plans were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

For Years Ended December 31,	Expected Future Pension Benefit Payments
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP	Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90%	4.20%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25%	5.25%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A	N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A	7.00%

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation	Percentage of Plan Assets as of December 31,
Asset Category	2013	2013	2012
Equity securities	60%	60%	55%
Debt securities	40%	40%	45%
	100%	100%	100%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:					—
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:					—
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.