UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~March~~September 3130, 2013

Commission file number: 001-31311		Commission file number: 000-25206
Commission file number: 001-36032		Commission file number: 000-25206
LIN TV Corp.		LIN Television Corporation
LIN Media LLC		LIN Television Corporation
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
Delaware		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
05-0501252		13-3581627
90-0935925		13-3581627
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

~~One~~701 ~~West~~Brazos ~~Exchange~~ Street, Suite ~~5A,~~ ~~Providence, Rhode Island 02903~~800

Austin, Texas 78701

(Address of principal executive offices)

(~~401~~512) ~~454~~380-~~2880~~4400

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

LIN TVMedia ~~Corp.~~LLC Class A common ~~stock~~shares, ~~$0.01 par value,~~ outstanding as of ~~May~~November 8, 2013: 3033,~~868~~980,~~577~~943 shares.

LIN TVMedia ~~Corp.~~LLC Class B common ~~stock~~shares, ~~$0.01 par value,~~ outstanding as of ~~May~~November 8, 2013: 2320,~~401~~901,726 shares.

LIN TVMedia ~~Corp.~~LLC Class C common ~~stock~~shares, ~~$0.01 par value,~~ outstanding as of ~~May~~November 8, 2013: 2 shares.

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

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EXPLANATORY NOTE

LIN Television Corporation is filing this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (“10-Q”), previously filed with the U.S. Securities and Exchange Commission ("SEC") on November 12, 2013 by LIN Media LLC under CIK# 0001575571, solely to furnish the 10-Q under CIK# 0000931058 for LIN Television Corporation. LIN Television Corporation is a wholly owned subsidiary of LIN Media LLC and is the issuer of LIN Media LLC’s registered debt. Except for this paragraph of this explanatory note and the subsequent events disclosure in Note 13 to the consolidated financial statements, there is no difference between this Quarterly Report on Form 10-Q and the 10-Q that was filed with the SEC by LIN Media LLC on November 12, 2013.

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 Quarterly Report on Form 10-Q that include any period at and before the effectiveness of the Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC. For more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

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~~Part I.~~Table ~~Financial~~of ~~Information~~Contents

Item 1. Unaudited Consolidated Financial Statements of LIN TV Corp.	3
Part I. Financial Information
Item 1. Unaudited Consolidated Financial Statements of LIN Media LLC	3
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Stockholders’ Deficit	6
Consolidated Statements of Members’ Equity (Deficit)	6
Consolidated Statements of Cash Flows	8
Notes to Unaudited Consolidated Financial Statements (See separate index for Financial Statements of LIN Television Corporation)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2837
Item 3. Quantitative and Qualitative Disclosures about Market Risk	3447
Item 4. Controls and Procedures	3447
Part II. Other Information
Item 1. Legal Proceedings	3548
Item 1A. Risk Factors	3548
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3848
Item 3. Defaults Upon Senior Securities	3848
Item 4. Mine Safety Disclosure	3848
Item 5. Other Information	3848
Item 6. Exhibits	3849
Signature Page	4050

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Part I. Financial Information

Item 1. Unaudited Consolidated Financial Statements

LIN TVMedia ~~Corp.~~LLC

Consolidated Balance Sheets

(unaudited)



	September 30, 2013			December 31, 2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	27,717		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013 - $3,676; 2012 - $3,599)	131,160			126,150
Deferred income tax assets	3,562			—
Other current assets	7,070			6,863
Total current assets	169,509			179,320
Property and equipment, net	227,422			241,491
Deferred financing costs	17,256			19,135
Goodwill	203,470			192,514
Broadcast licenses, net	536,515			536,515
Other intangible assets, net	52,141			59,554
Other assets	11,075			12,885
Total assets (a)	$	1,217,388		$	1,241,414

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND MEMBERS’ EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	15,801		$	10,756
Accounts payable	13,072			18,955
Income taxes payable	31,019			766
Accrued expenses	50,988			153,246
Deferred income tax liabilities	—			168,219
Program obligations	7,933			10,770
Total current liabilities	118,813			362,712
Long-term debt, excluding current portion	926,551			879,471
Deferred income tax liabilities	44,182			40,556
Program obligations	3,597			4,281
Other liabilities	37,708			42,716
Total liabilities (a)	1,130,851			1,329,736

Commitments and Contingencies (Note 11)

Redeemable noncontrolling interest	13,442			3,242

LIN Media LLC members’ equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 38,929,602 and 35,672,528 shares as of September 30, 2013 and December 31, 2012, respectively. Outstanding: 33,483,657 and 30,724,869 shares as of September 30, 2013 and December 31, 2012, respectively (b)	622,170			313
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of September 30, 2013 and December 31, 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A common or class C common shares (b)	518,394			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of September 30, 2013 and December 31, 2012, issued and outstanding; convertible into an equal number of shares of class A common shares (b)	—			—
Treasury shares, 4,947,659 shares of class A common shares as of September 30, 2013 and December 31, 2012, at cost	(21,984		)	(21,984		)
Additional paid-in capital (b)	—			1,129,691
Accumulated deficit	(1,010,878		)	(1,164,435		)
Accumulated other comprehensive loss	(34,607		)	(35,384		)
Total members’ equity (deficit)	73,095			(91,564		)
Total liabilities, redeemable noncontrolling interest and members’ equity (deficit)	$	1,217,388		$	1,241,414

	March 31, 2013			December 31, 2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	23,500		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013 - $3,243; 2012 - $3,599)	115,130			126,150
Deferred income tax assets	4,468			—
Other current assets	6,846			7,699
Total current assets	149,944			180,156
Property and equipment, net	239,039			243,595
Deferred financing costs	18,896			19,135
Goodwill	189,138			189,138
Broadcast licenses, net	536,515			536,515
Other intangible assets, net	54,483			59,686
Other assets	13,364			13,189
Total assets (a)	$	1,201,379		$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	11,279		$	10,756
Accounts payable	9,431			18,955
Income taxes payable	163,142			766
Accrued expenses	58,121			153,246
Deferred income tax liabilities	—			168,219
Program obligations	9,679			10,770
Total current liabilities	251,652			362,712
Long-term debt, excluding current portion	941,214			879,471
Deferred income tax liabilities	49,380			40,556
Program obligations	4,021			4,281
Other liabilities	41,753			42,716
Total liabilities (a)	1,288,020			1,329,736
Commitments and Contingencies (Note 11)
Redeemable noncontrolling interest	3,099			3,242
LIN TV Corp. stockholders’ deficit:
Class A common stock, $0.01 par value, 100,000,000 shares authorized, Issued: 35,815,556 and 35,672,528 shares as of March 31, 2013 and December 31, 2012, respectively
Outstanding: 30,867,897 and 30,724,869 shares as of March 31, 2013 and December 31, 2012, respectively	315			313
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 23,401,726 shares as of March 31, 2013 and December 31, 2012, issued and outstanding; convertible into an equal number of shares of class A or class C common stock	235			235
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares as of March 31, 2013 and December 31, 2012, issued and outstanding; convertible into an equal number of shares of class A common stock	—			—
Treasury stock, 4,947,659 shares of class A common stock as of March 31, 2013 and December 31, 2012, at cost	(21,984		)	(21,984		)
Additional paid-in capital	1,132,110			1,129,691
Accumulated deficit	(1,165,291		)	(1,164,435		)
Accumulated other comprehensive loss	(35,125		)	(35,384		)
Total stockholders’ deficit	(89,740		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit	$	1,201,379		$	1,241,414

(a)

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

~~The~~(b) ~~accompanying~~In ~~notes~~conjunction ~~are~~with anthe ~~integral~~Merger ~~part~~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 members' equity as of September 30, 2013 has been allocated to the ~~unaudited~~Class ~~consolidated~~A ~~financial~~and ~~statements~~B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's stockholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common stock had a par value of $0.01 per share that is not reflected as of September 30, 2013, as each class represents a limited liability interest in LIN Media LLC.

~~(a) Our~~The ~~consolidated~~accompanying ~~assets~~notes asare ofan ~~March 31,~~integral ~~2013~~part ~~and December 31, 2012 include total assets~~ of ~~$61,108 and $60,380, respectively, of variable interest entities (“VIEs”) that can only be used to settle~~ the ~~obligations~~unaudited of the VIEs. These assets include broadcast licenses and other intangible assets of $46,077 and $46,604 and program rights of $3,362 and $2,060 as of March 31, 2013 and December 31, 2012, respectively. Our consolidated ~~liabilities~~financial as of March 31, 2013 and December 31, 2012 include $5,624 and $5,440, respectively, of total liabilities of the VIEs for which the VIEs’ creditors have no recourse to the Company, including $3,973 and $1,967, respectively, of program obligationsstatements. ~~See further description in Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies.”~~

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LIN TVMedia ~~Corp.~~LLC

Consolidated Statements of Operations

(unaudited)

		Three Months Ended March 31,
	Three Months Ended September 30,							Nine Months Ended September 30,
	2013	~~2013~~			2012			2013			2012
Net revenues		$	140,992		$	103,200
	(in thousands, except per share data)
Operating expenses:
Net revenues	$	163,110			$	133,076		$	468,448		$	357,292
Direct operating		54,568			35,157
Operating expenses:
Selling, general and administrative		37,298			28,383
Direct operating	62,504				38,152			180,695			110,554
Amortization of program rights		7,785			5,219
Selling, general and administrative	41,319				28,365			118,657			84,791
Corporate		10,271			6,746
Amortization of program rights	7,605				5,612			22,542			16,212
Depreciation		11,638			6,759
Corporate	10,682				9,264			30,047			24,229
Amortization of intangible assets		5,429			477
Depreciation	11,429				6,824			34,387			20,234
Restructuring		2,132			—
Amortization of intangible assets	5,886				507			17,038			1,462
Loss (gain) from asset dispositions		95			(1		)
Restructuring charge	468				—			2,991			—
Operating income		11,776			20,460
(Gain) loss from asset dispositions	(9		)		(15		)	173			(12		)
Other expense:
Operating income	23,226				44,367			61,918			99,822
Interest expense, net		13,871			10,370
Other expense:
Share of loss in equity investments		—			91
Interest expense, net	13,976				9,310			42,275			28,946
Loss on extinguishment of debt		—			2,099
Share of loss in equity investments	—				4,156			25			4,309
Other income, net		(24		)	(13		)
Loss on extinguishment of debt	—				—			—			2,099
Total other expense, net		13,847			12,547
Other expense, net	2,055				88			2,115			176
(Loss) income before provision for income taxes		(2,071		)	7,913
Total other expense, net	16,031				13,554			44,415			35,530
(Benefit from) provision for income taxes		(1,051		)	2,798
Income before (benefit from) provision for income taxes	7,195				30,813			17,503			64,292
(Loss) income from continuing operations		(1,020		)	5,115
(Benefit from) provision for income taxes	(139,313		)		11,194			(135,154		)	24,101
Discontinued operations:
Income from continuing operations	146,508				19,619			152,657			40,191
Loss from discontinued operations, net of a loss from the sale of discontinued operations of $372 and a benefit from income taxes of $659 for the three months ended March 31, 2012.		—			(1,231		)
Discontinued operations:
Net (loss) income		(1,020		)	3,884
Loss from discontinued operations, net of a benefit from income taxes of $541	—				—			—			(1,018		)
Net loss attributable to noncontrolling interest		(164		)	(382		)
Gain on the sale of discontinued operations, net of a provision for income taxes of $6,223	—				—			—			11,389
Net (loss) income attributable to LIN TV Corp.		$	(856	)	$	4,266
Net income	146,508				19,619			152,657			50,562
Basic (loss) income per common share attributable to LIN TV Corp.:
Net loss attributable to noncontrolling interests	(430		)		(40		)	(900		)	(481		)
(Loss) income from continuing operations attributable to LIN TV Corp.		$	(0.02	)	$	0.10
Net income attributable to LIN Media LLC	$	146,938			$	19,659		$	153,557		$	51,043
Loss from discontinued operations, net of tax		—			(0.02		)
Basic income per common share attributable to LIN Media LLC:
Net (loss) income attributable to LIN TV Corp.		$	(0.02	)	$	0.08
Income from continuing operations attributable to LIN Media LLC	$	2.78			$	0.37		$	2.93		$	0.74
Weighted-average number of common shares outstanding used in calculating basic income per common share		51,910			56,184
Loss from discontinued operations, net of tax	—				—			—			(0.02		)
Diluted (loss) income per common share attributable to LIN TV Corp.:
Gain on the sale of discontinued operations, net of tax	—				—			—			0.21
(Loss) income from continuing operations attributable to LIN TV Corp.		$	(0.02	)	$	0.10
Net income attributable to LIN Media LLC	$	2.78			$	0.37		$	2.93		$	0.93
Loss from discontinued operations, net of tax		—			(0.02		)
Weighted-average number of common shares outstanding used in calculating basic income per common share	52,791				53,066			52,328			54,715
Net (loss) income attributable to LIN TV Corp.		$	(0.02	)	$	0.08
Diluted income per common share attributable to LIN Media LLC:
Weighted-average number of common shares outstanding used in calculating diluted income per common share		51,910			57,512
Income from continuing operations attributable to LIN Media LLC	$	2.63			$	0.36		$	2.77		$	0.73
Loss from discontinued operations, net of tax	—				—			—			(0.02		)
Gain on the sale of discontinued operations, net of tax	—				—			—			0.20
Net income attributable to LIN Media LLC	$	2.63			$	0.36		$	2.77		$	0.91
Weighted-average number of common shares outstanding used in calculating diluted income per common share	55,855				54,353			55,378			55,989

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

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LIN TVMedia ~~Corp.~~LLC

Consolidated Statements of Comprehensive Income

(unaudited)

		Three Months Ended March 31,
	Three Months Ended September 30,							Nine Months Ended September 30,
	2013	~~2013~~			2012			2013			2012
Net (loss) income		$	(1,020	)	$	3,884
	(in thousands)
Amortization of pension net losses, reclassified, net of tax of $169 and $170 for the three months ended March 31, 2013 and 2012, respectively		259			261
Net income	$	146,508			$	19,619		$	152,657		$	50,562
Comprehensive (loss) income		(761		)	4,145
Amortization of pension net losses, reclassified, net of tax of $169 for the three months ended September 30, 2013 and 2012 and $507 and $509 for the nine months ended September 30, 2013 and 2012, respectively	259				262			777			784
Comprehensive loss attributable to noncontrolling interest		(164		)	(382		)
Comprehensive income	146,767				19,881			153,434			51,346
Comprehensive (loss) income attributable to LIN TV Corp.		$	(597	)	$	4,527
Comprehensive loss attributable to noncontrolling interest	(430		)		(40		)	(900		)	(481		)
Comprehensive income attributable to LIN Media LLC	$	147,197			$	19,921		$	154,334		$	51,827

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

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LIN TVMedia ~~Corp.~~LLC

Consolidated Statement of ~~Stockholders~~Members’ ~~Deficit~~Equity

(unaudited)

(in thousands)

		Common Stock								Treasury			Additional					Accumulated Other			Total
																							Accumulated
		Class A		Class B			Class C			Stock			Paid-In		Accumulated			Comprehensive			Stockholders’
	Common Shares											Treasury			Additional								Other			Total
		Amount		Amount			Amount			(at cost)			Capital		Deficit			Loss			Deficit
	Class A			Class B				Class C				Shares			Paid-In				Accumulated				Comprehensive			Members'
Balance as of December 31, 2012		$	313	$	235		$	—		$	(21,984	)	$	1,129,691	$	(1,164,435	)	$	(35,384	)	$	(91,564	)
	Amount			Amount				Amount				(at cost)			Capital				Deficit				Loss			Equity
Pension net gain, net of tax of $169		—		—			—			—			—		—			259			259
Balance as of December 31, 2012	$	313		$	235			$	—			$	(21,984	)	$	1,129,691			$	(1,164,435	)		$	(35,384	)	$	(91,564	)
Stock-based compensation		2		—			—			—			2,419		—			—			2,421
Amortization of pension net losses, net of tax of $507	—			—				—				—			—				—				777			777
Net loss attributable to LIN TV Corp.		—		—			—			—			—		(856		)	—			(856		)
Class A common shares issued pursuant to employee benefit plans	1			—				—				—			487				—				—			488
Balance as of March 31, 2013		$	315	$	235		$	—		$	(21,984	)	$	1,132,110	$	(1,165,291	)	$	(35,125	)	$	(89,740	)
Class A common shares issued pursuant to exercise of share options	3			—				—				—			963				—				—			966
Conversion of class B common shares to class A common shares	26			(26		)		—				—			—				—				—			—
Tax benefit from exercise of share options	—			—				—				—			2,180				—				—			2,180
Share-based compensation	—			—				—				—			6,691				—				—			6,691
Net income attributable to LIN Media LLC	—			—				—				—			—				153,557				—			153,557
Effect of the Merger	621,827			518,185				—				—			(1,140,012		)		—				—			—
Balance as of September 30, 2013	$	622,170		$	518,394			$	—			$	(21,984	)	$	—			$	(1,010,878	)		$	(34,607	)	$	73,095

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

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LIN TVMedia ~~Corp.~~LLC

Consolidated Statement of ~~Stockholders~~Members’ Deficit

(unaudited)

(in thousands)

																	~~Accumulated~~					Accumulated
		Common Stock							Treasury			Additional					Other			Total
	Common Shares										Treasury			Additional								Other			Total
	Class A	~~Class A~~		Class B		~~Class C~~	Class C		~~Stock~~		Shares	~~Paid-In~~		~~Accumulated~~Paid-In			~~Comprehensive~~	Accumulated		~~Stockholders’~~		Comprehensive			Members'
	Amount	~~Amount~~		Amount		~~Amount~~	Amount		~~(at cost)~~		(at cost)	~~Capital~~		~~Deficit~~Capital			~~Loss~~	Deficit		~~Deficit~~		Loss			Deficit
Balance as of December 31, 2011	$	$309	~~309~~	$	235	$	—$	—	$	~~(10,598~~	)$	$(10,598	~~1,121,589~~)	$	(1,~~157~~121,~~390~~589	)	$	~~(38,777~~$	)(1,157,390	$)	~~(84,632~~	)$	(38,777	)	$	(84,632	)
Pension net losses, net of tax of $170		—		—		—			—			—		—			261			261
Amortization of pension net losses, net of tax of $509	—			—			—				—			—				—				784			784
Stock-based compensation		—		—		—			—			1,721		—			—			1,721
Class A common shares issued pursuant to employee benefit plans	1			—			—				—			461				—				—			462
Purchase of LIN TV Corp. class A common stock		—		—		—			(629		)	—		—			—			(629		)
Class A common shares issued pursuant to exercise of share options	1			—			—				—			191				—				—			192
Net income attributable to LIN TV Corp.		—		—		—			—			—		4,266			—			4,266
Share-based compensation	—			—			—				—			5,256				—				—			5,256
Balance as of March 31, 2012		$	309	$	235	$	—		$	(11,227	)	$	1,123,310	$	(1,153,124	)	$	(38,516	)	$	(79,013	)
Repurchase of class A common shares	—			—			—				(11,386		)	—				—				—			(11,386		)
Net income attributable to LIN Media LLC	—			—			—				—			—				51,043				—			51,043
Balance as of September 30, 2012	$	311		$	235		$	—			$	(21,984	)	$	1,127,497			$	(1,106,347	)		$	(37,993	)	$	(38,281	)

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

Table of Contents

LIN TVMedia ~~Corp.~~LLC

Consolidated Statements of Cash Flows

(unaudited)



	Nine Months Ended September 30,
	2013			2012
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	152,657		$	50,562
Loss from discontinued operations	—			1,018
Gain on the sale of discontinued operations	—			(11,389		)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	34,387			20,234
Amortization of intangible assets	17,038			1,462
Amortization of financing costs and note discounts	2,723			1,746
Amortization of program rights	22,542			16,212
Cash payments for programming	(23,994		)	(17,202		)
Loss on extinguishment of debt	—			871
Share of loss in equity investments	25			4,309
Deferred income taxes, net	(7,144		)	23,256
Extinguishment of income tax liability related to the Merger	(132,542		)	—
Share-based compensation	6,766			5,308
Loss (gain) from asset dispositions	173			(12		)
Other, net	1,291			1,293
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	3,191			(6,371		)
Other assets	(597		)	(1,634		)
Accounts payable	(9,609		)	(3,730		)
Accrued interest expense	3,761			1,865
Other liabilities and accrued expenses	(12,163		)	121
Net cash provided by operating activities, continuing operations	58,505			87,919
Net cash used in operating activities, discontinued operations	—			(2,736		)
Net cash provided by operating activities	58,505			85,183

INVESTING ACTIVITIES:
Capital expenditures	(21,671		)	(19,337		)
Change in restricted cash	—			255,159
Payments for business combinations, net of cash acquired	(10,082		)	(34,325		)
Proceeds from the sale of assets	76			62
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—
Net cash (used in) provided by investing activities, continuing operations	(131,677		)	199,267
Net cash provided by investing activities, discontinued operations	—			29,520
Net cash (used in) provided by investing activities	(131,677		)	228,787

FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,450			652
Tax benefit from exercises of share options	2,180			—
Proceeds from borrowings on long-term debt	101,000			20,000
Principal payments on long-term debt	(49,394		)	(308,128		)
Payment of long-term debt issue costs	(654		)	(359		)
Treasury shares purchased	—			(11,386		)
Net cash provided by (used in) financing activities	54,582			(299,221		)

Net (decrease) increase in cash and cash equivalents	(18,590		)	14,749
Cash and cash equivalents at the beginning of the period	46,307			18,057
Cash and cash equivalents at the end of the period	$	27,717		$	32,806

	Three Months Ended March 31,
	2013			2012
	(in thousands)
OPERATING ACTIVITIES:
Net (loss) income	$	(1,020	)	$	3,884
Loss from discontinued operations	—			1,231
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	11,638			6,759
Amortization of intangible assets	5,429			477
Amortization of financing costs and note discounts	896			561
Amortization of program rights	7,785			5,219
Cash payments for programming	(7,707		)	(5,572		)
Loss on extinguishment of debt	—			871
Share of loss in equity investments	—			91
Deferred income taxes, net	(1,237		)	2,606
Stock-based compensation	1,941			1,548
Loss (gain) from asset dispositions	95			(1		)
Other, net	428			436
Changes in operating assets and liabilities:
Accounts receivable	11,020			5,882
Other assets	(710		)	(1,250		)
Accounts payable	(9,524		)	(4,218		)
Accrued interest expense	4,020			1,798
Other liabilities and accrued expenses	(1,222		)	(2,665		)
Net cash provided by operating activities, continuing operations	21,832			17,657
Net cash used in operating activities, discontinued operations	—			(1,140		)
Net cash provided by operating activities	21,832			16,517
INVESTING ACTIVITIES:
Capital expenditures	(6,798		)	(5,450		)
Change in restricted cash	—			255,159
Proceeds from the sale of assets	13			—
Shortfall loans to joint venture with NBCUniversal	—			(595		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—
Net cash (used in) provided by investing activities, continuing operations	(106,785		)	249,114
Net cash provided by investing activities, discontinued operations	—			6,314
Net cash (used in) provided by investing activities	(106,785		)	255,428
FINANCING ACTIVITIES:
Net proceeds from exercises of employee and director stock-based compensation	501			173
Proceeds from borrowings on long-term debt	85,000			—
Principal payments on long-term debt	(22,840		)	(276,695		)
Payment of long-term debt issue costs	(515		)	(199		)
Treasury stock purchased	—			(629		)
Net cash provided by (used in) financing activities	62,146			(277,350		)
Net decrease in cash and cash equivalents	(22,807		)	(5,405		)
Cash and cash equivalents at the beginning of the period	46,307			18,057
Cash and cash equivalents at the end of the period	$	23,500		$	12,652

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

~~The accompanying notes are an integral part of the unaudited consolidated financial statements.~~8

8Table of Contents

~~Table~~LIN ofMedia ~~Contents~~LLC

~~LIN~~Notes TVto ~~Corp.~~Unaudited Consolidated Financial Statements

~~Notes~~Note to1 ~~Unaudited~~— ~~Consolidated~~Basis ~~Financial~~of ~~Statements~~Presentation and Summary of Significant Accounting Policies

~~Note~~Principles ~~1 — Basis~~ of ~~Presentation and Summary of Significant Accounting Policies~~Consolidation

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

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), ~~together~~completed its merger with ~~its~~and ~~subsidiaries~~into LIN LLC, ~~including~~a ~~LIN~~Delaware ~~Television~~limited ~~Corporation~~liability (“company and wholly owned subsidiary of LIN ~~Television”)~~TV, iswith aLIN ~~local~~LLC ~~multimedia~~as ~~company~~the ~~operating~~surviving inentity (the ~~United~~“Merger”) ~~States.~~pursuant ~~LIN~~to TVthe Agreement and ~~its~~Plan ~~subsidiaries~~of ~~are~~Merger, ~~affiliates~~dated ofFebruary 12, HM2013, ~~Capital~~by ~~Partners~~and ~~I LP~~between LIN TV and LIN LLC (the “~~HMC~~Merger Agreement”). Entry Ininto ~~these notes,~~ the ~~terms~~Merger ~~“Company,”~~Agreement ~~“we,”~~had ~~“us”~~previously orbeen ~~“our”~~announced ~~mean~~by LIN TV ~~and~~on ~~all~~its ~~subsidiaries~~Current ~~included~~Report inon ~~our~~Form 8-K ~~consolidated~~filed ~~financial~~with ~~statements~~the U.S. Securities and Exchange Commission on February 15, 2013.

~~Our~~LIN ~~consolidated~~LLC ~~financial~~filed ~~statements~~a ~~reflect~~Current Report on Form 8-K on July 31, 2013 (the ~~operations~~“Form 8-K”) for the purpose of ~~WWHO-~~establishing LIN LLC as the successor registrant to LIN TV inpursuant ~~Columbus~~to Rule 12g-3(a) under the Securities Exchange Act of 1934, OHas amended (the “Exchange Act”), and ~~WUPW~~to disclose certain related matters, including the consummation of the Merger. Pursuant to Rule 12g-TV3(a) under the Exchange Act and in ~~Toledo~~accordance with the filing of the Form 8-K, OHthe class A common shares representing limited liability interests in LIN LLC, as ~~discontinued~~the ~~for~~successor ~~all~~registrant ~~periods~~to ~~presented~~LIN TV, were deemed registered under Section 12(b) of the Exchange Act. References ~~See~~to ~~Note~~"LIN LLC," "we," "us," or the "Company" in this Quarterly Report on Form ~~3—“Discontinued~~10-Q ~~Operations”~~that ~~for~~include ~~further~~any ~~discussion~~period at and before the effectiveness of ~~our~~the ~~discontinued~~Merger ~~operations~~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.

~~The~~Our consolidated financial statements ~~have~~reflect ~~been~~the ~~prepared~~operations inof ~~conformity~~WWHO-TV ~~with~~in ~~accounting~~Columbus, ~~principles~~OH ~~generally~~and ~~accepted~~WUPW-TV in ~~the~~Toledo, ~~United~~OH ~~States~~as ofdiscontinued ~~America~~for ~~(“U~~all periods presented.S. See Note ~~GAAP~~3—“Discontinued Operations”) for further discussion of our discontinued operations.

InThe ~~the~~consolidated ~~opinion of management, the accompanying unaudited interim~~ financial statements ~~contain~~have ~~all~~been ~~adjustments~~prepared ~~necessary~~in toconformity ~~state~~with ~~fairly~~accounting ~~our~~principles ~~financial~~generally ~~position,~~accepted ~~results~~in ~~of operations and cash flows for~~ the ~~periods~~United ~~presented. The~~States ~~interim results~~ of ~~operations~~America ~~are not necessarily indicative of the results to be expected for the full year~~(“U.S. GAAP”).

~~The~~In ~~accompanying consolidated financial statements include~~ the ~~accounts~~opinion of ~~our Company~~management, ~~our~~the ~~wholly-owned~~accompanying ~~and~~unaudited ~~majority-owned~~interim ~~and~~financial ~~controlled~~statements ~~subsidiaries,~~contain ~~and VIEs for which we are the primary beneficiary. We review~~ all ~~local~~adjustments ~~marketing~~necessary ~~agreements~~to ~~(“LMAs”),~~state ~~shared~~fairly ~~services~~our ~~agreements~~financial ~~(“SSAs”) or joint sales agreements (“JSAs”)~~position, toresults ~~evaluate whether consolidation~~ of ~~entities~~operations ~~party~~and tocash ~~such~~flows ~~arrangements~~for isthe ~~required.~~periods ~~All intercompany accounts and transactions have been eliminated~~presented. The Weinterim ~~conduct~~results ~~our~~of ~~business through our subsidiaries and have no~~ operations orare ~~assets~~not ~~other~~necessarily ~~than~~indicative ~~our~~of ~~investment~~the inresults ~~our~~to ~~subsidiaries~~be ~~and~~expected ~~equity-method~~for ~~investments.~~the Wefull ~~operate in one reportable segment~~year.

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

OnWe ~~February 12,~~conduct ~~2013, we, along with~~ our ~~wholly-owned~~business ~~subsidiaries~~through LIN Television and ~~LIN~~its ~~Television of Texas, L~~subsidiaries.~~P.,~~ Prior ato ~~Delaware limited partnership (“LIN Texas”) entered into and closed a transaction agreement (~~the ~~“Transaction Agreement”) with NBC Telemundo License LLC~~Merger, aLIN ~~Delaware~~TV ~~limited~~had ~~liability~~no ~~company~~operations ~~(“NBC”),~~or ~~NBCU~~assets ~~New~~other ~~LLC~~than I,its ainvestments ~~Delaware~~in ~~limited~~its ~~liability~~subsidiaries. Subsequent ~~company,~~to ~~NBCU~~the ~~New~~merger ~~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~~consistent with ~~GE,~~its ~~the~~classification ~~“GE~~as ~~Parties”), National Broadcasting Company Holding, Inc.,~~ a ~~Delaware~~partnership ~~corporation,~~for ~~Comcast~~federal ~~Corporation,~~income atax ~~Pennsylvania corporation (“Comcast”)~~purposes, ~~NBCUniversal~~LIN ~~Media,~~ LLC, ahas ~~Delaware~~separate ~~limited~~operations ~~liability~~relating ~~company~~to ~~(“NBCUniversal”),~~the ~~Lone~~administration ~~Star~~of ~~SPV,~~the ~~LLC,~~partnership. The aconsolidated ~~Delaware~~financial ~~limited~~statements ~~liability~~of ~~company~~LIN ~~and Station Venture Holdings,~~ LLC, arepresent ~~Delaware~~its ~~limited~~own ~~liability~~operations ~~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~~consolidated ~~stations~~operations ~~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~~Television, ~~a joint venture in~~ which ~~NBC,~~remains ana ~~affiliate~~corporation ofafter ~~NBCUniversal, held~~ the ~~remaining 79~~Merger.~~62%~~ We ~~equity~~operate ~~interest~~in ~~(collectively,~~one ~~the~~reportable ~~“JV Sale Transaction”)~~segment.

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”).9

InTable 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.~~Contents

9Joint Venture Sale Transaction and Merger

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

~~Pursuant~~SVH towas ~~the~~a JVlimited ~~Sale~~partner ~~Transaction,~~ in ~~exchange~~a ~~for~~business ~~LIN~~that ~~Television~~operated ~~causing~~an aNBC ~~$100~~affiliate ~~million~~in ~~capital~~Dallas ~~contribution~~and toan beNBC ~~made~~affiliate toin ~~SVH~~San ~~(which~~Diego ~~was~~pursuant ~~used~~ to ~~prepay~~ a ~~portion~~management ofagreement. ~~the~~At ~~GECC Note), LIN TV was released from~~ the ~~GECC~~time ~~Guarantee~~of ~~and any further obligations related to any shortfall funding agreements. Further,~~ LIN Texas’s ~~sold~~acquisition of its ~~20.38% equity~~ interest in SVH toin ~~affiliates of NBCUniversal~~1998, ~~and~~GECC ~~the~~provided ~~LIN~~secured ~~parties~~debt ~~transferred~~financing ~~their rights~~ to ~~receivables~~SVH ~~related~~in to the ~~Shortfall~~form ~~Funding~~of ~~Loans~~a ~~for~~ $1815.~~00.~~5 Asmillion anon-amortizing ~~result~~senior ofsecured ~~the~~note JVdue ~~Sale~~2023 ~~Transaction,~~to ~~neither~~GECC we(the ~~nor~~“GECC ~~any~~Note”), ofand, ~~our direct or indirect subsidiaries have any further investment~~ in orconnection ~~obligations~~with ~~(funding~~SVH’s orassumption ~~otherwise)~~of ~~related~~the toGECC ~~SVH~~Note, ~~including,~~LIN ~~without~~TV ~~limitation,~~guaranteed tothe ~~make~~payment ~~any~~of ~~other~~the ~~unsecured~~full ~~shortfall~~amount ~~loans~~of orprincipal ~~payments~~and ~~under~~interest on the GECC Note or (the “GECC Guarantee”).

WeIn ~~accrued~~addition, ~~for~~during ~~and~~2009, ~~expensed~~2010, ~~the~~2011 ~~$100~~and ~~million~~2012, ~~capital~~LIN ~~contribution~~Television toentered ~~SVH~~into toagreements ~~secure~~with ~~the~~SVH, ~~release of~~ the ~~GECC~~GE ~~Guarantee~~Parties and ~~recorded~~NBCUniversal ~~the~~pursuant ~~related~~to ~~tax~~which ~~effects~~LIN ~~in our consolidated financial statements as of December 31~~Television, ~~2012~~the ~~because~~GE itParties ~~represented a probable~~ and ~~estimable~~NBCUniversal ~~obligation~~caused ofto ~~the~~be ~~Company. In~~provided ~~February 2013,~~to weSVH ~~entered~~certain ~~into~~unsecured ashortfall ~~$60 million~~funding ~~incremental~~loans ~~term~~(the ~~loan~~“Shortfall ~~facility~~Funding ~~and~~Loans”) ~~utilized $40 million of cash~~ on ~~hand and borrowings under our revolving credit facility to fund~~ the ~~$100 million~~basis ~~payment. As a result~~ of ~~the~~each JVparty’s ~~Sale~~percentage ~~Transaction, after utilizing all~~ of ~~our~~equity ~~available~~interest ~~Federal~~in ~~net~~SVH ~~operating~~in ~~loss~~order ~~carryforwards~~ to ~~offset~~fund ~~the~~interest ~~taxable~~payments ~~gain~~on ~~recognized in such transaction, we have an approximate $163 million income tax payable remaining as of March 31, 2013. The Company’s plans with regard to~~ the ~~$163 million~~GECC ~~tax liability are described below~~Note.

~~Concurrent~~Pursuant ~~with~~to the ~~closing of the~~ JV Sale Transaction, wein ~~entered~~exchange ~~into~~for anLIN ~~Agreement~~Television ~~and~~causing ~~Plan~~a of$100 ~~Merger~~million ~~(the~~capital ~~“Merger~~contribution ~~Agreement”)~~to ~~with~~be ~~LIN Media~~made ~~LLC,~~to aSVH ~~newly~~(which ~~formed~~was ~~Delaware~~used ~~limited~~to ~~liability~~prepay ~~company~~a ~~and~~portion ~~wholly~~of ~~owned~~the ~~subsidiary~~GECC ofNote), LIN TV ~~(“LIN~~was ~~LLC”).~~released ~~Pursuant~~from to the ~~Merger~~GECC ~~Agreement,~~Guarantee ~~LIN~~and TVany ~~will~~further beobligations ~~merged~~related ~~with~~to ~~and~~any ~~into~~shortfall ~~LIN~~funding ~~LLC~~agreements. ~~with~~Further, LIN ~~LLC~~Texas ~~continuing~~sold asits ~~the~~20.38% ~~surviving~~equity ~~entity~~interest ~~(the~~in ~~“Merger”). The~~SVH ~~Merger,~~to ~~which~~affiliates isof ~~subject~~NBCUniversal, toand ~~shareholder~~the ~~approval~~LIN ~~(among~~parties ~~other~~transferred ~~closing~~their ~~conditions),~~rights isto ~~expected~~receivables related to ~~enable~~the ~~LIN LLC~~Shortfall toFunding beLoans ~~classified~~for as$1. As a ~~partnership~~result ~~for~~of ~~federal~~the ~~income~~JV ~~tax~~Sale ~~purposes~~Transaction, ~~and~~neither ~~such~~we ~~change~~nor inany ~~classification~~of ~~would~~our bedirect ~~treated~~or asindirect asubsidiaries ~~liquidation~~have ofany ~~LIN~~further TVinvestment ~~for~~in ~~federal~~or ~~income~~obligations ~~tax~~(funding ~~purposes~~or ~~with~~otherwise) ~~the~~related ~~result~~to ~~that~~SVH, ~~LIN~~including, TVwithout ~~would~~limitation, ~~recognize~~to amake ~~gain~~any orother ~~loss,~~unsecured asshortfall ~~applicable,~~loans inor ~~its~~payments ~~100%~~under ~~equity~~the ~~interest~~GECC inNote ~~LIN~~or ~~Television~~the GECC Guarantee.

InWe ~~the~~accrued ~~event that we do not complete the Merger~~ for ~~any~~and ~~reason,~~expensed ~~or if~~ the ~~Merger~~$100 ~~does~~million ~~not generate a~~ capital ~~loss~~contribution ~~sufficient~~ to ~~offset~~SVH ~~fully~~to secure the ~~capital~~release ~~gain~~of ~~from~~ the JVGECC ~~Sale~~Guarantee ~~Transaction,~~and ~~due~~recorded ~~to our stock price at~~ the ~~time~~related oftax ~~the~~effects ~~Merger,~~in weour ~~could~~consolidated ~~incur~~financial ~~cash~~statements ~~income~~as ~~taxes~~ of ~~up to $163~~December ~~million~~31, ~~related~~2012 tobecause ~~the~~it JVrepresented ~~Sale~~a ~~Transaction,~~probable ~~payable~~and ~~beginning~~estimable inobligation ~~the second half~~ of ~~2013~~the Company. In ~~If necessary~~February 2013, we ~~would~~entered ~~seek~~into toa ~~fund~~$60 ~~the~~million ~~current~~incremental ~~federal~~term ~~and~~loan ~~state~~facility ~~tax liabilities,~~ and ~~any~~utilized ~~interest~~$40 ~~and~~million ~~penalties for late payment~~ of ~~taxes, through~~ cash ~~generated~~on ~~from~~hand ~~operations,~~and ~~amounts~~borrowings ~~available~~ under our revolving credit facility, ~~and~~to ~~additional~~fund ~~borrowings.~~the ~~There~~$100 ~~can~~million bepayment. noAs ~~assurance~~a ~~that~~result ~~additional~~of ~~borrowings~~the ~~will~~JV beSale ~~available~~Transaction, onafter ~~acceptable~~utilizing ~~terms or at~~ all. ~~Should~~of ~~additional~~our ~~borrowings~~available beFederal ~~unavailable,~~net weoperating ~~may~~loss ~~defer~~carryforwards ~~payment~~to ofoffset ~~such~~the ~~tax~~taxable ~~liabilities~~gain ~~into~~recognized ~~2014~~in ~~and~~such ~~incur late payment interest and penalties. However~~transaction, we ~~believe~~had ~~that~~an ~~there~~approximate ~~may~~$163 bemillion ~~cost~~income ~~and~~tax ~~capital~~payable ~~expenditure~~associated ~~reduction~~with ~~initiatives~~this ~~available~~transaction ~~in 2013 and 2014 that~~remaining, ~~based~~$132.5 onmillion ~~our current forecast~~ of ~~operating~~which ~~results,~~was ~~would~~extinguished ~~allow~~as usa toresult ~~generate~~of ~~sufficient~~the ~~cash~~closing ~~flows~~of ~~to fund our operations, pay~~ the ~~tax~~Agreement ~~liability~~ and ~~related~~Plan ~~penalties~~of ~~described~~Merger ~~above~~further indescribed ~~2014, and maintain compliance with the financial covenants under our debt obligations into 2014~~below.

10Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the Merger Agreement with LIN LLC as described above. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

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

~~Variable Interest Entities~~10

InTable ~~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.Contents

WeVariable ~~have~~Interest 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 station 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.Entities

WeIn ~~determined~~determining ~~that~~whether ~~WBDT,~~we ~~Vaughan~~are ~~and~~the ~~KASY~~primary ~~are~~beneficiary ~~VIEs~~of ~~and~~a asVIE afor ~~result~~financial ofreporting ~~the~~purposes, ~~JSAs~~we ~~and/or~~consider ~~SSAs,~~whether we have ~~variable~~the ~~interests~~power into ~~these~~direct ~~entities.~~the Weactivities ~~are~~of the ~~primary~~VIE ~~beneficiary~~that most significantly impact the economic performance of ~~these~~the ~~entities,~~VIE and ~~therefore,~~whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate ~~these~~VIEs ~~entities~~when ~~within~~we ~~our~~are ~~consolidated~~the ~~financial~~primary ~~statements~~beneficiary.

~~The~~We ~~carrying~~have ~~amounts~~a JSA and ~~classifications~~an ofSSA with WBDT Television, LLC (“WBDT”), a third party licensee, for WBDT-TV in the ~~assets~~Dayton, OH market. We also have JSAs and ~~liabilities~~SSAs with affiliates of Vaughan Acquisition LLC (“Vaughan”), a third party licensee, for WTGS-TV in the ~~variable~~Savannah, ~~interest~~GA ~~entities~~market, ~~described~~WYTV-TV ~~above~~in the Youngstown, ~~which~~OH ~~have~~market ~~been~~and ~~included~~KTKA-TV in ~~our~~the ~~consolidating~~Topeka, ~~balance~~KS ~~sheets~~market asand ofSSAs ~~March~~with KASY-TV Licensee, 31LLC (“KASY”), ~~2013~~a third-party licensee, for KWBQ-TV in the Santa Fe, NM market, KRWB-TV in the Roswell, NM market and ~~December 31~~KASY-TV in the Albuquerque, ~~2012~~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 ascompensated ~~follows~~through ~~(in~~a ~~thousands):~~performance-based fee structure that provides us the benefit of certain returns from the operation of these stations.

	March 31,		December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	401	$	418
Accounts receivable, net	8,096		6,021
Other assets	1,719		2,092
Total current assets	10,216		8,531
Property and equipment, net	2,998		3,190
Broadcast licenses and other intangible assets, net	46,077		46,604
Other assets	1,817		2,055
Total assets	$	61,108	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,451	$	1,451
Accounts payable	806		—
Accrued expenses	845		425
Program obligations	2,244		2,185
Total current liabilities	5,346		4,061
Long-term debt, excluding current portion	3,587		3,950
Program obligations	1,729		1,967
Other liabilities	50,446		50,402
Total liabilities	$	61,108	$	60,380

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 ~~assets~~carrying ofamounts ~~our~~and ~~consolidated~~classifications ~~VIEs can only be used to settle the obligations~~ of the ~~VIEs,~~assets and ~~may~~liabilities ~~not~~of bethe ~~sold,~~variable orinterest ~~otherwise~~entities ~~disposed~~described ofabove, ~~except~~which ~~for~~have ~~assets~~been ~~sold~~included orin ~~replaced~~our ~~with~~consolidating ~~others~~balance ofsheets ~~like kind or value. Other liabilities of $50.4 million~~ as of ~~March~~September 3130, 2013 and December 31, 2012, ~~respectively, serve to reduce the carrying value of the entities, and~~ are ~~eliminated~~as follows (in ~~our consolidated financial~~ thousands):



	September 30, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	453	$	418
Accounts receivable, net	7,452		6,021
Other assets	1,078		2,092
Total current assets	8,983		8,531
Property and equipment, net	3,063		3,190
Broadcast licenses and other intangible assets, net	45,343		46,604
Other assets	3,735		2,055
Total assets	$	61,124	$	60,380

LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,216	$	1,451
Accounts payable	668		—
Accrued expenses	1,134		425
Program obligations	1,597		2,185
Total current liabilities	4,615		4,061
Long-term debt, excluding current portion	3,765		3,950
Program obligations	1,531		1,967
Other liabilities	51,213		50,402
Total liabilities	$	61,124	$	60,380

~~Table~~The assets of ~~Contents~~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 $51.2 million and $50.4 million as of September 30, 2013 and December 31, 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 September 30, 2013 and December 31, 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.

statements. This reflects the fact that as of March 31, 2013 and December 31, 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.11

~~Redeemable~~Table ~~Noncontrolling~~of ~~Interest~~Contents

~~The~~Redeemable ~~following~~Noncontrolling table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, Inc. (“Nami Media”), which represents a third party’s proportionate share of the interest (in thousands):Interest

	Redeemable Noncontrolling Interest
Balance as of December 31, 2012	$	3,242
Net loss	(164		)
Stock-based compensation	21
Balance as of March 31, 2013	$	3,099

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

Use of Estimates



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

~~The~~Use ~~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, stock-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.

~~Net~~The ~~Earnings~~preparation ~~per~~of ~~Common~~financial ~~Share~~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.

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

~~The~~Basic ~~following~~earnings ~~table~~per ~~sets~~share ~~forth~~(“EPS”) is computed by dividing income attributable to common shareholders by the ~~computation~~number of ~~the~~weighted-average outstanding common shares. Diluted ~~outstanding~~EPS ~~used~~reflects inthe ~~determining~~effect ~~basic~~of the assumed exercise of share options and ~~diluted~~vesting ~~EPS~~of (restricted shares only in ~~thousands):~~the periods in which such effect would have been dilutive.

	Three Months Ended March 31,
	2013			2012
Numerator for earnings per common share calculation:
(Loss) income from continuing operations	$	(1,020	)	$	5,115
Net loss attributable to noncontrolling interest included in continuing operations	(164		)	(382		)
(Loss) income from continuing operations attributable to LIN TV Corp.	(856		)	5,497
Loss from discontinued operations, including gain on sale	—			(1,231		)
Net (loss) income attributable to LIN TV Corp.	$	(856	)	$	4,266
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	51,910			56,184
Effect of dilutive securities:
Stock options and restricted stock	—			1,328
Weighted-average common shares, diluted		51,910			57,512

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



	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator for EPS calculation:	2013	2012	2013	2012
Weighted-average common shares, basic	52,791	53,066	52,328	54,715
Effect of dilutive securities:
Share options	3,064	1,287	3,050	1,274
Weighted-average common shares, diluted	55,855	54,353	55,378	55,989

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

WeRecently ~~apply~~Issued ~~the~~Accounting treasury stock method to measure the dilutive effect of our outstanding stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted income per common share calculation. Potentially dilutive securities representing 0.8 million and 1.1 million shares of common stock for the three months ended March 31, 2013 and March 31, 2012, respectively, were excluded from the computation of diluted income per common share for this period because their effect would have been anti-dilutive. The net (loss) income per share amounts are the same for our class A, class B and class C common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.Pronouncements

~~Recently~~In ~~Issued~~July 2013 the Financial Accounting ~~Pronouncements~~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.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-02, “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.12

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

~~Note~~This 2ASU —requires ~~Acquisitions~~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.

~~Dedicated~~In ~~Media~~February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. ~~Inc~~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.

OnIn ~~April~~July 92012, ~~2013,~~there ~~LIN~~were ~~Television~~revisions ~~acquired~~to athe ~~60%~~accounting ~~interest~~standard ~~(calculated~~for onimpairment atests ~~fully~~of ~~diluted~~indefinite-lived ~~basis)~~intangible inassets ~~Dedicated~~other ~~Media, Inc~~than goodwill. ~~(“Dedicated~~Under ~~Media”)~~the revised standard a ~~multi~~company can first perform a qualitative assessment to determine whether further impairment testing of indefinite-~~channel~~lived ~~advertisement~~intangible ~~buying~~assets ~~and~~is ~~optimization~~necessary. A company~~. Dedicated~~ ~~Media~~can ischoose ~~headquartered~~to inperform ~~Los~~the ~~Angeles~~qualitative assessment on none, CAsome, ~~and~~or ~~employs~~all ~~new~~of ~~technologies~~its toindefinite-lived ~~create~~intangible assets, ~~plan~~and can also bypass the qualitative assessment and ~~execute~~perform ~~digital~~the ~~marketing~~quantitative ~~campaigns~~impairment ontest ~~behalf~~for ofany ~~its~~indefinite-lived ~~clients~~intangible in any period. ~~Total~~ ~~cash~~The ~~consideration~~revised standard is effective for ~~this~~annual ~~acquisition~~and ~~was~~interim $5impairment tests performed for fiscal years beginning after September 15, 2012.8 ~~million~~We adopted this guidance effective January 1, ~~which~~2013 ~~was~~and ~~funded~~do ~~from~~not ~~cash~~expect onit ~~hand~~to athave ~~the~~a ~~time~~material impact on our impairment tests of ~~the~~indefinite-lived ~~acquisition~~intangible assets.

~~Under~~Note ~~the~~2 ~~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.Acquisitions

~~HYFN~~Dedicated Media, Inc.

On April 49, 2013, LIN Television acquired a ~~50.1~~60% interest (calculated on a fully diluted basis) in ~~HYFN, Inc.~~Dedicated ~~(“HYFN”)~~Media, a ~~full~~multi-channel ~~service~~advertisement ~~digital~~buying ~~agency~~and ~~specializing~~optimization incompany. Dedicated ~~the~~Media ~~planning,~~is ~~development,~~headquartered ~~deployment~~in ~~and~~Los ~~support~~Angeles, ~~for~~CA ~~web~~and ~~sites,~~employs ~~mobile~~new ~~sites,~~technologies ~~interactive~~to ~~banners~~create, ~~games~~plan and ~~various~~execute ~~applications~~digital ~~for~~marketing ~~multiple~~campaigns ~~devices. Total~~on ~~cash~~behalf ~~consideration~~of ~~for~~its ~~this~~clients. The ~~acquisition~~purchase ~~was~~price totaled $6.5.8 million, which was funded from cash on hand at the time of the acquisition.

Under the terms of our agreement with ~~HYFN~~Dedicated Media, we agreed to purchase the remaining outstanding shares of ~~HYFN~~Dedicated Media by no later than February 15, ~~2016~~2015 if ~~HYFN~~Dedicated Media achieves both (i) a target earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) a target ~~net~~gross ~~revenues~~profit in ~~2015~~2014, as outlined in the purchase agreement. The purchase price of these shares is based on multiples of ~~HYFN~~Dedicated Media’s ~~2015~~2014 ~~net~~EBITDA ~~revenue~~ and ~~EBITDA~~gross profit. Our maximum potential obligation under the purchase agreement is ~~approximately~~ $~~62.4~~26 million. If ~~HYFN~~Dedicated Media does not meet the target EBITDA or target ~~net~~gross ~~revenues~~profit in ~~2015~~2014, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

13The following table summarizes the provisional allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Table of Contents



Current assets	$	7,315
Equipment	158
Other intangible assets	4,620
Goodwill	1,796
Current liabilities	(4,303		)
Noncontrolling interest	(3,834		)
Total	$	5,752

WeThe ~~are~~amount inallocated ~~the~~to ~~process~~definite-lived ofintangible ~~making~~assets ~~preliminary~~represents ~~estimates of~~ the estimated fair ~~value~~values of ~~the~~customer ~~assets~~relationships ~~acquired and liabilities assumed~~ of ~~Dedicated~~$3.9 ~~Media and HYFN~~million, ~~utilizing~~completed ~~information~~technology ~~available at the time~~ of ~~this~~$0.5 ~~report~~million, and ~~these~~trademarks ~~estimates~~of ~~are~~$0.2 ~~subject to refinement until all pertinent information has been obtained~~million. WeThese ~~expect~~intangible toassets ~~complete~~will ~~the~~be ~~process~~amortized ofover ~~finalizing~~ the ~~purchase~~estimated ~~accounting~~remaining ~~and~~useful ~~final~~lives ~~estimates~~ of ~~fair~~approximately ~~value~~7 years offor ~~assets~~customer ~~and~~relationships, ~~liabilities~~4 years ~~during~~for ~~the~~completed ~~twelve~~technology ~~months~~and ~~following~~2 ~~the~~years ~~acquisitions~~for trademarks.

~~New Vision Television, LLC~~13

OnTable ~~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”).Contents

~~LIN Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to JSAs and SSAs with Vaughan. Under the JSAs and SSAs with Vaughan~~HYFN, we provide 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 Inc.

~~The~~On ~~following~~April 4, ~~table~~2013, ~~summarizes~~LIN ~~the~~Television ~~provisional~~acquired ~~allocation~~a of50.1% 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 tototaled ~~the~~$7.2 ~~estimated~~million, ~~fair~~$6.9 ~~values~~million of ~~the~~which ~~assets~~was ~~acquired~~funded from cash on hand and ~~liabilities~~$0.3 ~~assumed~~million bywas ~~both~~accrued usat the time of the acquisition and ~~Vaughan~~is expected to be paid in accordance with the ~~acquisitions~~provisions ~~(in~~of ~~thousands):~~the purchase agreement during the fourth quarter of 2013.

Program rights assets	$	2,040
Property and equipment	102,228
Broadcast licenses	133,120
Definite-lived intangible assets	56,298
Current liabilities	(417		)
Non-current liabilities	(2,239		)
Long-term debt assumed	(13,989		)
Fair value of identifiable net assets acquired	277,041
Goodwill	62,459
Total	$	339,500

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 ~~amount~~following ~~allocated~~table tosummarizes ~~definite-lived intangible assets represents~~ the ~~estimated~~provisional ~~fair~~allocation ~~values~~ of ~~network~~the ~~affiliations~~purchase ofprice ~~$30.8 million,~~to favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7.5 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated ~~remaining~~fair ~~useful~~values ~~lives~~ of ~~approximately~~the ~~2 years~~assets ~~for~~acquired ~~network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements,~~ and aliabilities ~~weighted~~assumed ~~average~~by ~~life~~us ofin ~~6 years~~the ~~for~~acquisition ~~other~~(in ~~intangible assets.~~thousands):

The provisional purchase price allocation presented above is based upon all information available to us at the present time, and is based upon management’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The purchase price allocation is provisional pending our final determination of the fair values of the assets and liabilities, which we expect will occur within twelve months following the acquisition. Upon the completion of the final purchase price allocation, any reallocation of fair values to the assets acquired and liabilities assumed in the acquisitions could have a material impact on our depreciation and amortization expenses and future results of operations.



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

14The 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.

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

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

OnIf ~~December 10,~~we ~~2012,~~do ~~LIN~~not ~~Television~~purchase ~~acquired~~the ~~certain~~remaining ~~assets~~outstanding shares of Dedicated Media or HYFN by the ~~ACME~~dates ~~Television,~~set ~~LLC~~forth ~~(“ACME”)~~in ~~television~~the ~~stations~~respective ~~KWBQ-TV~~purchase agreements, ~~KRWB-TV~~the ~~and~~noncontrolling ~~KASY-TV~~interest ~~(collectively~~holders have the ~~“ACME~~right ~~Acquired~~to ~~Stations”),~~purchase ~~each~~our interest. The purchase price of ~~which~~these ~~serves~~shares is based on the ~~Albuquerque-Santa~~same ~~Fe,~~purchase NMprice ~~market. KASY,~~multiple andescribed ~~unrelated~~above ~~third~~and ~~party,~~is ~~acquired~~exercisable only if the ~~remaining~~applicable ~~assets~~financial oftargets ~~the~~are ~~ACME~~not ~~Acquired~~met ~~Stations,~~and ~~including~~we do not elect to purchase the ~~FCC~~remaining ~~license~~interest. The ~~aggregate~~fair ~~purchase~~value ~~price~~of ~~for~~this ~~the~~option ~~ACME~~is ~~Acquired~~zero ~~Stations~~and ~~was~~no ~~$19 million,~~amounts ofrelated ~~which~~to wethese ~~paid~~options ~~approximately~~are ~~$17.3 million~~included ~~and~~in ~~KASY~~our ~~paid~~consolidated ~~approximately~~financial ~~$1.7~~statements as of September ~~million~~30, 2013.

LIN Television also agreed to provide certain services to the ACME Acquired Stations pursuant to SSAs with KASY. Under the SSAs with KASY, we provide administrative and technical services, supporting the business and operation of the ACME Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the ACME Acquired Stations.14

~~The~~Table ~~following table summarizes the provisional 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):~~Contents

Current assets	$	1,656
Non-current assets	3,108
Other intangible assets	12,569
Non-current liabilities	(2,858		)
Fair value of identifiable net assets acquired	14,475
Goodwill	4,520
Total	$	18,995

New Vision Television, LLC

~~Goodwill~~On October 12, 2012, LIN Television completed its acquisition of ~~$62.5~~television ~~million~~stations ~~and~~in ~~$4.5~~eight ~~million~~markets isthat ~~the~~were ~~excess~~previously owned by affiliates of ~~the~~New ~~aggregate~~Vision ~~purchase~~Television, ~~price~~LLC ~~over~~(“New ~~the~~Vision”) ~~fair~~for ~~value~~$334.9 ofmillion, ~~the~~subject ~~identifiable~~to ~~net~~certain ~~assets~~post-closing ~~acquired~~adjustments, and ~~primarily~~including ~~represents~~ the ~~benefits~~assumption of ~~synergies~~$14.3 ~~and~~million ~~economies~~ of ~~scale~~finance welease ~~expect~~obligations. Concurrent towith ~~realize~~the ~~from~~acquisition, ~~the~~Vaughan, ~~acquisitions~~a third-party licensee, completed its acquisition of ~~the~~separately owned television stations ~~from~~(the ~~New~~“Vaughan ~~Vision~~Acquired ~~and~~Stations”) ~~ACME,~~in ~~respectively. All~~three ofmarkets ~~the~~for ~~goodwill~~$4.6 ismillion ~~deductible~~from ~~for~~PBC ~~tax~~Broadcasting, ~~purposes~~LLC (“PBC”).

~~Net~~LIN ~~revenues~~Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to JSAs and ~~operating~~SSAs ~~loss~~with ofVaughan. Under the ~~television~~JSAs ~~stations~~and ~~acquired~~SSAs ~~during~~with ~~2012~~Vaughan, ~~included~~we inprovide ~~our~~administrative ~~consolidated~~and ~~statements~~technical services, supporting the business and operation of ~~operations~~the Vaughan Acquired Stations in exchange for commissions and fees that provide us the ~~three~~benefit ~~months~~of ~~ended~~certain ~~March 31,~~returns ~~2013~~from ~~were~~the ~~$33.6~~business ~~million~~of ~~and~~the ~~$0.9~~Vaughan ~~million,~~Acquired ~~respectively~~Stations.

~~Pro~~The ~~Forma~~following ~~Information~~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):

The following table sets forth unaudited pro forma results of operations as of March 31, 2012, assuming that the above acquisitions of NVT and ACME, along with transactions necessary to finance the acquisitions, occurred on January 1, 2011 (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

	Three Months Ended March 31,
	2012
Net revenue	$	135,956
Net (loss) income	(93		)
Basic (loss) income per common share attributable to LIN TV Corp.	$	(0.00	)
Diluted (loss) income per common share attributable to LIN TV Corp.	$	(0.00	)

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.

~~This~~ACME ~~pro forma financial information is based on historical results of operations~~Television, 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.LLC

~~Nami~~On ~~Media~~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 “ACME Acquired Stations”), each of which serves the Albuquerque-Santa Fe, NM market. ~~Inc~~KASY, an unrelated third party, acquired the remaining assets of the ACME Acquired Stations, including the FCC licenses. The aggregate purchase price for the ACME Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

~~On November 22, 2011,~~ LIN Television ~~acquired~~also aagreed ~~57.6%~~to ~~interest~~provide (acertain ~~50.1%~~services ~~interest~~to ~~calculated~~the onACME aAcquired ~~fully~~Stations ~~diluted~~pursuant ~~basis)~~to inSSAs ~~Nami~~with ~~Media, a digital advertising management and technology company based in Los Angeles, CA~~KASY. Under the ~~terms~~SSAs ~~of our agreement~~ with ~~Nami Media~~KASY, we ~~agreed~~provide toadministrative purchase the remaining outstanding shares of Nami Media in 2014 if Nami Media achieves a target EBITDA in 2013 as outlined in the purchase agreement. The purchase price of these shares is based on multiples of Nami Media’s 2013 net revenues and ~~EBITDA.~~technical ~~Our maximum potential obligation under the purchase agreement is $37.4 million. Additionally~~services, ifsupporting ~~Nami Media does not meet~~ the ~~target~~business ~~EBITDA~~and inoperations 2013, we have the option to purchase the remaining outstanding shares using the same purchase price multiple. Our obligation to purchase the noncontrolling interest holders’ shares is essentially outside of ~~our control, because it is based on~~ the ~~achievement~~ACME ofAcquired ~~target~~Stations ~~EBITDA~~ in ~~2013.~~exchange Therefore, the noncontrolling interest related to Nami Media as of March 31, 2013 and December 31, 2012 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets. As of the acquisition date, the fair value of the noncontrolling interest was $3.5 million, and was measured based on the purchase price for ~~our~~commissions ~~57.6% ownership interest~~ and ~~the~~fees ~~net~~that ~~assets~~provide ~~acquired~~us ~~as of~~ the ~~acquisition~~benefit ~~date. As~~ of ~~March 31,~~certain ~~2013,~~returns wefrom ~~believe that~~ the ~~fair~~business ~~value~~ of the ~~mandatory~~ACME ~~purchase~~Acquired ~~obligations is zero and as a result, have not reflected this obligation in our consolidated financial statements~~Stations.

InThe ~~2014,~~following iftable wesummarizes ~~do not purchase~~ the ~~remaining~~allocation ~~outstanding shares~~ of ~~Nami Media by~~ the ~~date set forth in the respective~~ purchase ~~agreements,~~price ~~the~~to ~~noncontrolling interest holders have~~ the ~~right~~estimated tofair ~~purchase~~values ~~our interest in Nami Media. The purchase price~~ of ~~these~~the ~~shares~~assets isacquired ~~based~~and onliabilities ~~the~~assumed ~~same~~by ~~purchase~~both ~~price~~us ~~multiple described above~~ and isKASY ~~exercisable~~in ~~only if~~ the ~~2013~~acquisition ~~EBITDA~~(in ~~target is not met and~~thousands):

Table of Contents

we do not elect to purchase the remaining interest. The fair value of this option is zero and no amounts related to these options are included in our consolidated financial statements as of March 31, 2013 and December 31, 2012.



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

~~LIN~~Goodwill ~~Digital~~of ~~(formerly~~$65 ~~RMM)~~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.

OnNet ~~October 2,~~revenues ~~2009, LIN Television acquired Red McCombs Media, LP (“RMM”), an online advertising~~ and ~~media~~operating ~~services~~income ~~company~~of ~~based~~the intelevision ~~Austin,~~stations ~~TX.,~~acquired ~~which~~during ~~was~~2012 ~~rebranded~~included ~~as “LIN Digital”~~ in ~~the~~our ~~first~~consolidated ~~quarter~~statements of ~~2013. In~~operations ~~connection~~for ~~with~~ the ~~acquisition,~~nine wemonths ~~entered~~ended 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. As of MarchSeptember 3130, 2013, wewere ~~recognized a current liability of~~ $8105.9 5 million ~~related to this incentive compensation arrangement~~ and ~~plan~~$2.5 tomillion, ~~pay this amount during the second quarter of 2013~~respectively.

~~Note~~During the three and nine months ended September 330, —2013, ~~Discontinued~~certain ~~Operations~~measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision acquisition and the New Vision and ACME acquisitions, respectively, which were not material to the consolidated financial statements.

~~WWHO-TV~~Pro Forma Information

OnThe ~~February 16,~~following ~~2012,~~table wesets ~~completed~~forth ~~the~~unaudited ~~sale~~pro offorma ~~substantially~~results ~~all~~ of ~~the~~operations ~~assets~~as of ~~WWHO-TV~~September 30, ~~our~~2012, CWassuming ~~affiliate~~that ~~serving~~the ~~Columbus,~~above ~~OH,~~acquisitions toof ~~Manhan~~television ~~Media, Inc. During~~stations ~~the~~from ~~three~~New ~~months~~Vision ~~ended~~and ~~March 31~~ACME, ~~2012,~~along wewith ~~recorded~~transactions anecessary ~~loss~~to onfinance the ~~sale~~acquisitions, ofoccurred ~~WWHO-TV~~on ofJanuary 1, ~~$0.4~~2011 ~~million~~ (~~$0.3~~in ~~million, net of tax~~thousands).:

WUPW-TV



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

OnThis ~~April 21~~pro forma financial information is based on historical results of operations, ~~2012~~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 ~~completed~~operated the ~~sale~~businesses since January 1, 2011. The pro forma adjustments for the three and nine months ended September 30, 2012 reflect depreciation expense, amortization of ~~substantially~~intangibles ~~all~~and amortization of program contract costs related to the ~~assets~~fair value adjustments of ~~WUPW-TV~~the assets acquired, additional interest expense related to ~~WUPW~~the financing of the transactions, ~~LLC~~ exclusion of nonrecurring financing and transaction related costs and the related tax effects of the adjustments.

~~The~~Nami ~~following presents summarized information for the discontinued operations (in thousands):~~Media, Inc.

	Three Months Ended March 31,
	2013						2012
	WWHO- TV		WUPW- TV		Total		WWHO- TV			WUPW- TV			Total
Net revenues	$	—	$	—	$	—	$	486		$	1,775		$	2,261
Operating loss	—		—		—		(409		)	(1,109		)	(1,518		)
Net loss	—		—		—		(562		)	(669		)	(1,231		)

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

~~Note 4 —Investments~~16

~~Joint~~Table ~~Venture~~of ~~with NBCUniversal~~Contents

As of ~~December~~September 3130, ~~2012~~2013, we ~~held~~believe athat ~~20.38%~~achievement ~~interest~~of inthe ~~SVH,~~financial atargets ~~joint~~is ~~venture~~not ~~with~~probable ~~NBCUniversal,~~ and ~~accounted~~therefore, ~~for~~have ~~our interest using the equity method as we did~~ not ~~have~~reflected athese ~~controlling~~obligations ~~interest. SVH holds a 99.75% interest~~ in ~~SVO,~~our ~~which~~consolidated isfinancial ~~the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture~~statements.

AsIn ~~further~~2014, ~~described~~if inwe ~~Note~~do 1not —purchase ~~“Basis~~the ofremaining ~~Presentation~~outstanding ~~and~~shares ~~Summary~~ of ~~Significant~~Nami ~~Accounting~~Media ~~Policies”~~by ~~and~~the ~~Note~~date 11set —forth ~~“Commitments~~in ~~and~~the ~~Contingencies~~purchase agreements,” the noncontrolling interest holders have the right to purchase our interest in Nami Media. The purchase price of these shares is based on ~~February 12,~~the ~~2013,~~same ~~LIN~~purchase ~~TV,~~price ~~LIN~~multiple ~~Television,~~described above and ~~LIN~~is ~~Texas~~exercisable ~~entered~~only ~~into,~~if the 2013 EBITDA target is not met and ~~simultaneously~~we ~~closed~~do ~~the~~not ~~transactions~~elect ~~contemplated~~to bypurchase the ~~Transaction~~remaining ~~Agreement~~interest. ~~among~~The ~~subsidiaries~~fair value of ~~NBCUniversal,~~this ~~Comcast,~~option ~~the~~is GEzero ~~Parties~~and no amounts related to these options are included in our consolidated financial statements as of September 30, 2013 and ~~SVH~~December 31, 2012.

~~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), 3 ~~LIN~~— TVDiscontinued 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.Operations

16WWHO-TV

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

~~Note 5 — Intangible Assets~~WUPW-TV

~~The~~On ~~following~~April 21, ~~table~~2012, ~~summarizes~~we completed the ~~carrying~~sale ~~amounts~~of substantially all of ~~intangible~~the assets of WUPW-TV to WUPW, LLC. During the nine months ended September 30, 2012, we recorded a gain on the sale of WUPW-TV of $18 million (in$11.7 ~~thousands~~million, net of tax):.

	March 31, 2013					December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Goodwill	$	189,138	$	—		$	189,138	$	—
Broadcast licenses	536,515		—			536,515		—
Intangible assets subject to amortization (1)	76,003		(21,520		)	75,758		(16,072		)
Total	$	801,656	$	(21,520	)	$	801,411	$	(16,072	)

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

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



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

~~There~~Note ~~were~~4 ~~no events during the three months ended March 31, 2013 and March 31, 2012 that warranted an interim impairment test of our indefinite-lived intangible assets, including goodwill.~~—Investments

~~Note~~Joint 6Venture —with ~~Debt~~NBCUniversal

WeAs ~~guarantee~~of ~~all~~December 31, of2012, ~~LIN~~we ~~Television’s~~held ~~debt~~a 20. ~~All~~38% ofinterest ~~the~~in ~~consolidated~~SVH, ~~100%~~a ~~owned~~joint ~~subsidiaries~~venture ofwith ~~LIN~~NBCUniversal, ~~Television~~and ~~fully~~accounted ~~and~~for ~~unconditionally~~our ~~guarantee~~interest ~~LIN~~using ~~Television’s~~the ~~senior~~equity ~~secured~~method ~~credit~~as ~~facility,~~we ~~the~~did ~~83/8%~~not ~~Senior~~have ~~Notes~~a ~~due~~controlling ~~2018~~interest. ~~(the~~SVH ~~“83/8~~held a 99.75% ~~Senior~~interest ~~Notes”)~~in SVO, ~~and~~which is the ~~63/8%~~operating ~~Senior~~company ~~Notes~~that ~~due~~managed ~~2021~~KXAS-TV (and KNSD-TV, the ~~“63/8%~~television ~~Senior~~stations ~~Notes”)~~that oncomprised athe joint~~-and-several~~ ~~basis~~venture.

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

	March 31,		December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$125,000 Term loans, net of discount of $413 and $435 as of March 31, 2013 and December 31, 2012, respectively	123,025		124,565
$316,600 and $257,400 Incremental term loans, net of discount of $1,936 and $2,020 as of March 31, 2013 and December 31, 2012, respectively	314,664		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	14,767		14,881
Other debt	5,037		5,401
Total debt	952,493		890,227
Less current portion	11,279		10,756
Total long-term debt	$	941,214	$	879,471

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

During the three months ended March 31, 2013, we paid $2.4 million of principal on the term loans and incremental term loans related to mandatory quarterly payments under our senior secured credit facility.17

InTable ~~February 2013, pursuant to our existing credit agreement, we issued $60 million~~ of new debt in the form of a tranche B-2 incremental term facility (the “Incremental Facility”). The Incremental Facility is a five-year, term loan facility and is subject to the terms of LIN Television’s existing credit agreement, dated as of October 26, 2011, as amended on December 24, 2012, by and among LIN Television, JP Morgan Chase Bank as Administrative Agent and the banks and other financial institutions party thereto (theContents

17Note 5 — Intangible Assets

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

“Credit Agreement”). The proceeds of the Incremental Facility, as well as cash on hand and cash from revolving borrowings under the Credit Agreement, were used to fund the $100 million transferred to SVH by LIN Television pursuant to the JV Sale Transaction.



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

~~During~~The ~~the~~following ~~three~~table ~~months~~summarizes ~~ended~~the ~~March 31,~~carrying ~~2012,~~amounts ~~we recorded a loss on extinguishment~~ of ~~debt~~intangible ofassets $2.1 million to our consolidated statement of operations, consisting of a write-down of deferred financing fees and unamortized discount related to the redemption of our 6 ½% Senior Subordinated Notes and our 6 ½% Senior Subordinated Notes — Class B (“6in ~~½% Senior Subordinated Notes”~~thousands).:

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):



	September 30, 2013					December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Broadcast licenses	$	536,515	$	—		$	536,515	$	—
Intangible assets subject to amortization ⁽¹⁾	86,606		(34,465		)	75,625		(16,071		)
Total	$	623,121	$	(34,465	)	$	612,140	$	(16,071	)

	March 31,		December 31,
	2013		2012
Carrying amount	$	937,727	$	875,346
Fair value	977,954		910,500


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

~~Note~~There 7were —no ~~Fair~~events ~~Value~~during ~~Measurements~~the nine months ended September 30, 2013 and September 30, 2012 that warranted an interim impairment test of our indefinite-lived intangible assets, including goodwill.

WeNote ~~record~~6 ~~the~~— fair value of certain financial assets and liabilities on a recurring basis. The following table summarizes the financial assets measured at fair value in the accompanying financial statements using the three-level fair value hierarchy as of March 31, 2013 and December 31, 2012 (in thousands):Debt

	Significant Observable Inputs		Significant Unobservable Inputs
	(Level 2)		(Level 3)		Total
March 31, 2013:
Assets:
Deferred compensation related investments	$	650	$	2,832	$	3,482
December 31, 2012:
Assets:
Deferred compensation related investments	$	619	$	2,461	$	3,080

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

~~For~~Debt ~~level~~consisted ~~two investments, the fair value~~ of ~~our investments is based upon~~ the ~~fair~~following ~~value~~(in of the investments selected by employees. For level three investments, the fair value of our deferred compensation related investments is based on the cash surrender values of life insurance policies underlying our supplemental income deferral plan.thousands):

Note 8 — Retirement Plans



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

~~The~~During ~~following~~the ~~table~~three ~~shows~~and ~~the~~nine ~~components~~months ofended ~~the~~September 30, ~~net~~2013, ~~periodic~~we ~~pension~~paid ~~cost~~$2.4 million and $7.1 million, respectively, of principal on the ~~contributions~~term loans and incremental term loans related to ~~our~~mandatory ~~401(k) Plan~~quarterly ~~and~~payments ~~the~~under ~~retirement~~our ~~plans~~senior ~~(in~~secured ~~thousands):~~credit facility.

Table of Contents

	Three Months Ended March 31,
	2013			2012
Net periodic pension cost:
Interest cost	$	1,314		$	1,364
Expected return on plan assets	(1,670		)	(1,549		)
Amortization of net loss	428			431
Net periodic cost:	$	72		$	246
Contributions:
401(k) Plan	$	1,332		$	1,078
Defined contribution retirement plans	49			137
Defined benefit retirement plans	1,297			825
Total contributions	$	2,678		$	2,040

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

~~See~~During ~~Note~~the 11nine —months ~~“Retirement~~ended ~~Plans”~~September 30, in2012, ~~Item~~we 15recorded a loss on extinguishment of ~~our~~debt ~~10-K~~of ~~for~~$2.1 ~~the~~million ~~year~~to ~~ended~~our ~~December 31~~consolidated statement of operations, ~~2012~~consisting ~~for~~of a ~~full~~write-down ~~description~~of deferred financing fees and unamortized discount related to the redemption of our ~~retirement~~6½% ~~plans~~Senior Subordinated Notes and our 6½% Senior Subordinated Notes — Class B (“6½% Senior Subordinated Notes”).

~~Note~~The 9fair —values ~~Restructuring~~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):

During the three months ended March 31, 2013, we recorded a restructuring charge of $2.1 million, for severance and related costs as a result of the integration of the television stations acquired during 2012. During the three months ended March 31, 2013, we made cash payments of $0.6 million related to these restructuring actions. We expect to make cash payments of approximately $1.5 million during the remainder of 2013 related to these restructuring activities.



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

~~Also,~~Note ~~during~~7 ~~the~~— ~~year~~Fair ~~ended~~Value December 31, 2012, we recorded a restructuring charge of $2.4 million as a result of the consolidation of certain activities at our stations. During the three months ended March 31, 2013, we made cash payments of $0.8 million related to these restructuring actions. We do not expect to make significant cash payments during the remainder of the year with respect to such transactions, as the majority of the restructuring activities are complete as of the date of this report.Measurements

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

		Severance and Related
	SignificantObservableInputs				SignificantUnobservableInputs
Balance as of December 31, 2012		$	717
	(Level 2)				(Level 3)		Total
Charges		2,132
September 30, 2013:
Payments		(1,358		)
Assets:
Balance as of March 31, 2013		$	1,491
Deferred compensation related investments	$	678			$	3,075	$	3,753
December 31, 2012:
Assets:
Deferred compensation related investments	$	619			$	2,461	$	3,080

~~Note~~For 10level —two ~~Income~~investments, ~~Taxes~~the fair value of our investments is based upon the fair value of the investments selected by employees. For level three investments, the fair value of our deferred compensation related investments is based on the cash surrender values of life insurance policies underlying our supplemental income deferral plan.

WeNote ~~recorded a benefit from income taxes of $1.1 million for the three months ended March 31, 2013 compared to a provision for income taxes of $2.~~8 ~~million~~— ~~for~~Retirement the three months ended March 31, 2012. The benefit from income taxes was primarily a result of our $2.1 million pre-tax loss from continuing operations for the three months ended March 31, 2013. Our effective income tax rate was 50.7% and 35.4% for the three months ended March 31, 2013 and 2012, respectively. The increase in the effective income tax rate was primarily a result of an increase in the proportionate share of income from zero-rate VIEs that are excluded from the effective tax rate computation. We expect the effective income tax rate to range between 38% and 40% throughout the remainder of 2013.Plans

AsThe afollowing ~~result~~table ofshows the ~~JV Sale~~components ~~Transaction, we recognized $27.5 million and $0.9 million~~ of ~~incremental~~the ~~short-term~~net ~~deferred~~periodic ~~federal~~pension cost and ~~state tax liabilities, respectively, in excess of those which were previously established. The financial impact of~~ the ~~JV Sale~~contributions ~~Transaction~~to ~~and corresponding tax expense of $28.4 million was reflected in~~ our ~~consolidated financial statements for the year ended December~~401(k) ~~31,~~Plan ~~2012. During~~and the ~~three~~retirement ~~months~~plans ~~ended~~(in ~~March 31, 2013, approximately $163 million of short term deferred liabilities were reclassified to income~~thousands):

Table of Contents

taxes payable upon the consummation of the JV Sale Transaction. For further discussion regarding the JV Sale Transaction, see Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies” and Note 11 — “Commitments and Contingencies.”



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

See Note 11 — ~~Commitments~~“Retirement ~~and~~Plans” ~~Contingencies~~in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2012 for a full description of our retirement plans.

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 March 31, 2013 are as follows (in thousands):20

~~Commitments~~Table of Contents

Year	Operating Leases and Agreements		Syndicated Television Programming			Total
2013	$	36,222	$	29,742		$	65,964
2014	35,031		19,005			54,036
2015	28,026		5,674			33,700
2016	13,155		2,244			15,399
2017	11,407		588			11,995
Thereafter	10,315		328			10,643
Total obligations	134,156		57,581			191,737
Less recorded contracts	—		(15,383		)	(15,383		)
Future contracts	$	134,156	$	42,198		$	176,354

Note 9 — Restructuring

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

~~GECC~~Also, ~~Guarantee~~during ~~and~~the year ended December 31, 2012, we recorded a restructuring charge of $2.4 million as a result of the ~~Merger~~consolidation of certain activities at our stations. During the nine months ended September 30, 2013, we made cash payments of $0.7 million related to these restructuring actions. We do not expect to make significant cash payments during the remainder of the year with respect to such transactions, as the majority of the restructuring activities are complete as of the date of this report.

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.



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

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the transactions contemplated by the Transaction Agreement with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH. The Transaction Agreement effected a series of transactions whereby in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), ~~LIN~~10 TV— ~~was~~Income ~~released~~Taxes 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. The Transaction Agreement contains certain indemnifications and obligations with respect to representations and warranties; however, we do not anticipate that such obligations will result in any material liability to the Company.

We ~~accrued~~recorded ~~for~~a ~~and~~benefit ~~expensed~~from ~~the~~income taxes of $~~100~~139.3 million ~~capital~~and ~~contribution~~$135.2 tomillion ~~SVH~~for tothe ~~secure~~three ~~the~~and ~~release~~nine ofmonths ~~the~~ended ~~guarantee~~September 30, ~~and~~2013, ~~recorded~~respectively, ~~the~~compared ~~related~~to ~~tax~~a ~~effects~~provision infor ~~our~~income ~~consolidated~~taxes ~~financial~~of ~~statements~~$11.2 asmillion ofand ~~December~~$24.1 million for the three and nine months ended September 3130, 2012, ~~because~~respectively. The itbenefit ~~represented~~from aincome ~~probable~~taxes for the three and ~~estimable~~nine ~~obligation~~months ofended ~~the~~September ~~Company. In~~30, ~~February~~ 2013, wewas ~~entered~~primarily ~~into~~ a ~~$60 million~~result ~~Incremental~~of ~~Facility~~a ~~and utilized~~ $40 124.6 million ofdiscrete ~~cash~~tax onbenefit ~~hand~~recognized ~~and~~as ~~borrowings~~a ~~under~~result ~~our~~of ~~revolving~~the ~~credit~~Merger ~~facility~~as towell ~~fund~~as ~~the~~an $~~100~~ 18.2 million ~~payment.~~discrete Astax benefit recognized as a result of the JVreversal ~~Sale~~of ~~Transaction,~~a ~~after~~state ~~utilizing~~valuation ~~all~~allowance offurther ~~our~~described ~~available~~below. Our ~~Federal~~effective ~~net~~income ~~operating~~tax ~~loss~~rate was (~~“NOL”~~772.2)% ~~carryforwards~~and to37.5% ~~offset~~for the ~~taxable~~nine ~~gain~~months ~~recognized~~ended inSeptember 30, ~~such~~2013 ~~transaction~~and September 30, we2012, ~~have~~respectively. The anchange ~~approximate~~in ~~$163 million~~the effective income tax ~~payable~~rate ~~remaining~~was asprimarily ofdue ~~March 31,~~to ~~2013~~the tax benefits discussed above. We ~~The~~expect ~~Company’s~~our ~~plans~~effective ~~with~~income ~~regard~~tax rate to ~~the~~range ~~$163 million~~between ~~tax~~42% ~~liability~~and ~~are~~44% ~~described~~during ~~below~~the remainder of 2013.

20As 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.

~~Table~~As a result of ~~Contents~~the JV Sale Transaction, we recognized $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million was reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $163 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the Merger on July 30, 2013, $132.5 million of this tax liability was extinguished, resulting in a remaining tax liability of approximately $30.5 million associated with the JV Sale Transaction. For further discussion regarding the JV Sale Transaction and the Merger, see Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies” and Note 11 — “Commitments and Contingencies.”

OnNote ~~February 12,~~11 ~~2013,~~— weCommitments ~~also announced that we entered into the Merger Agreement with LIN LLC, a newly formed Delaware limited liability company~~ and wholly owned subsidiary of LIN TV. Pursuant to the Merger Agreement, and subsequent to the required shareholder approval, LIN TV will be merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger is expected to enable LIN TV to be classified as a partnership for federal income tax purposes and such change in classification would be treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV would recognize gain or loss, as applicable, in its 100% equity interest in LIN Television.Contingencies

AsWe alease ~~result~~land, ofbuildings, ~~the~~vehicles ~~Merger,~~and ~~LIN~~equipment TVpursuant isto ~~expected~~non-cancelable operating lease agreements and we contract for general services pursuant to ~~realize~~non-cancelable aoperating ~~capital~~agreements ~~loss~~that ~~between~~expire ~~our~~at ~~tax~~various ~~basis~~dates inthrough ~~the~~2036. ~~stock~~In ofaddition, ~~LIN~~we ~~Television~~have entered into commitments for future syndicated entertainment and ~~the~~sports ~~fair~~programming. ~~market~~Future ~~value~~payments offor ~~this~~these ~~stock~~non-cancelable atoperating ~~the~~leases ~~closing~~and agreements, and future payments associated with syndicated television programs as of ~~the~~September ~~Merger.~~30, 2013 are as follows (in thousands):

Although we believe it is probable that we will receive the required shareholder approvals to complete the Merger, if we are unable to complete the Merger before the associated federal and state income tax liabilities become due, or if the Merger does not generate sufficient capital losses to offset fully the capital gains from the JV Sale Transaction, due to the trading price of LIN TV’s class A common stock at the time of the Merger, LIN TV could incur cash income taxes of $163 million related to the JV Sale Transaction, payable beginning in 2013. For further discussion, see Note 1—“Basis of Presentation and Summary of Significant Accounting Policies.”21

~~See~~Table ~~additional~~of ~~information on the risks associated with the Merger in Part I. Item 1A. “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2012.~~Contents

Commitments

Litigation



Year	Operating Leases and Agreements		Syndicated Television Programming			Total

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

We(1) ~~are~~Includes ~~involved in various claims and lawsuits that are generally incidental to our business~~$11.5 Wemillion ~~are vigorously contesting all~~ of ~~these~~program ~~matters.~~obligations ~~The~~recorded ~~outcome~~on ofour ~~any~~consolidated ~~current~~balance orsheet ~~future~~as ~~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~~September 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 factors30, 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 outcomes2013. ~~Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.~~

~~Note 12 — Related Party~~Contingencies

WeGECC ~~have~~Guarantee ~~a non-controlling investment in an interactive service provider that hosts our web sites. During the three months ended March 31, 2013~~ and ~~2012, we incurred charges from~~ the ~~provider of $0.9 million and made cash payments to the provider of $0.8 million and $0.5 million, respectively, for web hosting services and web site development and customization.~~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 13was —an ~~Subsequent~~obligation ~~Events~~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 ~~May~~February 212, 2013, ~~LIN~~we, ~~LLC~~along ~~filed~~with aour ~~Registration~~wholly-owned ~~Statement~~subsidiaries, onLIN ~~Form S-4~~Television ~~with~~and ~~the~~LIN ~~SEC~~Texas, ~~with~~entered ~~respect~~into, toand ~~the~~simultaneously ~~LIN~~closed ~~LLC~~the ~~class~~transactions Acontemplated ~~common~~by ~~shares~~the ~~that~~Transaction ~~will~~Agreement bewith ~~issued~~subsidiaries inof NBCUniversal, the ~~Merger~~GE Parties, Comcast, and SVH. The ~~Registration~~Transaction ~~Statement~~Agreement ~~was~~effected ~~subsequently~~a ~~amended~~series onof ~~May 8,~~transactions ~~2013~~whereby ~~and~~in ~~also~~exchange ~~includes~~for LIN Television causing a ~~proxy~~$100 ~~statement~~million capital contribution to be made to SVH (which was used byto prepay a portion of the GECC Note), LIN TV inwas ~~order~~released from the GECC Guarantee and any further obligations relating to ~~solicit~~the ~~proxies~~shortfall ~~from~~funding agreements. Further, LIN Texas sold its ~~stockholders~~20.38% ~~for~~equity ~~the~~interest ~~approval~~in SVH to affiliates of ~~the~~NBCUniversal, ~~Merger~~and atthe aLIN ~~special~~parties ~~meeting~~transferred oftheir ~~stockholders. For~~rights ~~further~~to ~~information~~receivables onrelated to the ~~Merger,~~Shortfall ~~see~~Funding ~~Note~~Loans for $1. ~~“Basis~~The ofTransaction ~~Presentation~~Agreement contains certain indemnifications and ~~Summary~~obligations ofwith ~~Significant~~respect ~~Accounting~~to ~~Policies~~representations and warranties; however, we do not anticipate that such obligations will result in any material liability to the Company.”

OnWe ~~April~~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 931, 2012, because it represented a probable and estimable obligation of the Company. In February 2013, ~~LIN~~we ~~Television~~entered ~~acquired~~into a $60% ~~interest~~million ~~(calculated~~Incremental Facility and utilized $40 million of cash on ahand ~~fully~~and ~~diluted~~borrowings ~~basis)~~under inour ~~Dedicated~~revolving ~~Media,~~credit afacility ~~multi-channel~~to ~~advertisement~~fund ~~buying~~the ~~and~~$100 ~~optimization~~million ~~business~~payment. ~~Dedicated~~ ~~Media~~As isa ~~headquartered~~result inof ~~Los~~the ~~Angeles~~JV Sale Transaction, CAafter ~~and~~utilizing ~~employs~~all ~~new~~of ~~technologies~~our toavailable ~~create~~Federal net operating loss (“NOL”) carryforwards, ~~plan~~we ~~and~~had ~~execute~~an ~~digital~~approximate ~~marketing~~$163 ~~campaigns~~million onincome ~~behalf~~tax payable remaining, $132.5 million of ~~its~~which ~~clients~~was extinguished as a result of the Merger described below.

On ~~April~~February 412, 2013, we also announced that LIN ~~Television~~TV ~~acquired~~entered into the Merger Agreement with LIN LLC, a 50newly formed Delaware limited liability company and wholly owned subsidiary of LIN TV.1% ~~interest~~On ~~(calculated~~July 30, on2013, the shareholders of LIN TV approved the Merger and pursuant to the Merger Agreement, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled the surviving entity to be classified as a ~~fully~~partnership ~~diluted~~for ~~basis)~~federal income tax purposes and that change in ~~HYFN,~~classification was treated as a ~~full~~liquidation ~~service~~of ~~digital~~LIN ~~advertising~~TV ~~agency~~for federal income tax purposes with the result that ~~develops~~LIN ~~and~~TV ~~implements~~realized ~~mobile,~~a ~~social~~capital ~~and~~loss ~~web~~in ~~experiences~~its 100% equity interest in LIN Television.

~~For~~Based ~~further~~on ~~information~~an onaverage ~~these~~of ~~acquisitions~~the opening and closing trading prices of LIN TV's class A common stock at the consummation of the Merger, ~~see~~LIN ~~Note~~TV 2realized —a ~~“Acquisitions~~capital loss of approximately $344 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of this stock as of July 30, 2013.”

~~Note 14 — Condensed Consolidating Financial Statements~~22

~~LIN~~Table ~~Television, a 100% owned subsidiary~~ of LIN TV, is the primary obligor of our senior secured credit facility, our 83/8% Senior Notes and our 63/8% Senior Notes, which are further described in Note 6 — “Debt”. LIN TV 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 LINContents

21The 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 $132.5 million, resulting in a remaining tax liability of $30.5 million associated with the JV Sale Transaction. We made estimated state and federal tax payments to settle $29 million of this tax liability during October 2013 and expect to fund the remaining liability when it becomes due in November 2013.

~~Table of Contents~~Litigation

~~Television~~We ~~fully~~are ~~and~~involved ~~unconditionally~~in ~~guarantee~~various ~~LIN~~claims ~~Television’s~~and ~~senior~~lawsuits ~~secured~~that ~~credit~~are ~~facility,~~generally incidental to our ~~83/8%~~business. ~~Senior~~We ~~Notes~~are ~~and~~vigorously ~~our~~contesting ~~63/8%~~all ~~Senior~~of ~~Notes~~these onmatters. 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 ~~joint-~~liability has been incurred and~~-several~~ ~~basis,~~the ~~subject~~amount toof ~~customary~~the ~~release~~loss ~~provisions~~can be reasonably estimated. ~~There~~ 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 ~~certain~~unsubstantiated ~~contractual~~or ~~restrictions~~indeterminate; on(ii) discovery ~~LIN~~is ~~Television’s~~not ~~ability~~complete; to(iii) the ~~obtain~~proceeding ~~funds~~is in its early stages; (iv) the ~~form~~matters ofpresent ~~dividends~~legal uncertainties; (v) there are significant facts in dispute; or ~~loans~~(vi) there ~~from~~is a wide range of potential outcomes. Although the ~~non-guarantor~~outcome ~~subsidiaries~~of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

~~The~~Note ~~following~~12 ~~condensed~~— ~~consolidating~~Condensed ~~financial~~Consolidating ~~statements~~Financial ~~present~~Statements the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of LIN TV, 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.

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

AsThe following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of ~~March 31~~operations, ~~2013~~consolidated statements of comprehensive income and consolidated statements of cash flows of LIN LLC, LIN Television, as the issuer, the guarantor subsidiaries, and the non-guarantor subsidiaries of LIN Television and the elimination entries necessary to consolidate or combine the issuer with the guarantor and non-guarantor subsidiaries. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X Rule 3-10.

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

				LIN Television			Guarantor		Non-Guarantor					LIN TV Corp.
	LIN TV Corp.			Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	21,833		$	637	$	1,030	$	—		$	23,500
Accounts receivable, net	—			76,977			27,847		10,306		—			115,130
Deferred income tax assets	—			175			4,217		76		—			4,468
Other current assets	—			4,397			476		1,973		—			6,846
Total current assets	—			103,382			33,177		13,385		—			149,944
Property and equipment, net	—			195,792			38,297		4,950		—			239,039
Deferred financing costs	—			18,787			—		109		—			18,896
Goodwill	—			166,116			18,519		4,503		—			189,138
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			44,889			2,541		7,053		—			54,483
Advances to consolidated subsidiaries	—			12,119			1,180,724		—		(1,192,843		)	—
Investment in consolidated subsidiaries	—			1,561,069			—		—		(1,561,069		)	—
Other assets	—			54,390			2,560		1,694		(45,280		)	13,364
Total assets	$	—		$	2,156,544		$	1,769,632	$	74,395	$	(2,799,192	)	$	1,201,379
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,774		$	—	$	1,505	$	—		$	11,279
Accounts payable	—			6,864			2,225		342		—			9,431
Income taxes payable	—			347			162,795		—		—			163,142
Accrued expenses	—			42,766			14,056		1,299		—			58,121
Program obligations	—			6,320			1,114		2,245		—			9,679
Total current liabilities	—			66,071			180,190		5,391		—			251,652
Long-term debt, excluding current portion	—			937,623			—		3,591		—			941,214
Deferred income tax liabilities	—			17,988			31,072		320		—			49,380
Program obligations	—			2,192			100		1,729		—			4,021
Intercompany liabilities	—			1,180,724			1,239		10,880		(1,192,843		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	89,740			—			—		—		(89,740		)	—
Other liabilities	—			41,686			67		45,280		(45,280		)	41,753
Total liabilities	89,740			2,246,284			212,668		67,191		(1,327,863		)	1,288,020
Redeemable noncontrolling interest	—			—			—		3,099		—			3,099
Total stockholders’ (deficit) equity	(89,740		)	(89,740		)	1,556,964		4,105		(1,471,329		)	(89,740		)
Total liabilities, redeemable noncontrolling interest and stockholders’ (deficit) equity	$	—		$	2,156,544		$	1,769,632	$	74,395	$	(2,799,192	)	$	1,201,379

22Table of Contents

~~Table~~Condensed ofConsolidating ~~Contents~~Balance Sheet

~~Condensed~~As ~~Consolidating~~of ~~Balance~~September 30, ~~Sheet~~2013

As(in ~~of December 31, 2012~~thousands)

(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	$	2,000	$	23,702	$	2	$	2,013	$	—		$	27,717
Accounts receivable, net	—		84,913		29,236		17,011		—			131,160
Deferred income tax assets	—		2,754		808		—		—			3,562
Other current assets	—		4,369		931		1,770		—			7,070
Total current assets	2,000		115,738		30,977		20,794		—			169,509
Property and equipment, net	—		185,895		36,505		5,022		—			227,422
Deferred financing costs	—		17,159		—		97		—			17,256
Goodwill	—		169,492		18,518		15,460		—			203,470
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		35,562		2,074		14,505		—			52,141
Advances to consolidated subsidiaries	—		6,390		1,050,764		—		(1,057,154		)	—
Investment in consolidated subsidiaries	73,095		1,587,537		—		—		(1,660,632		)	—
Other assets	—		51,510		2,690		1,318		(44,443		)	11,075
Total assets	$	75,095	$	2,169,283	$	1,635,342	$	99,897	$	(2,762,229	)	$	1,217,388

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	14,544	$	—	$	1,257	$	—		$	15,801
Accounts payable	—		5,970		4,039		3,063		—			13,072
Income taxes payable	—		4,019		27,000		—		—			31,019
Accrued expenses	—		43,118		5,564		2,306		—			50,988
Program obligations	—		5,313		1,023		1,597		—			7,933
Total current liabilities	—		72,964		37,626		8,223		—			118,813
Long-term debt, excluding current portion	—		923,146		—		3,405		—			926,551
Deferred income tax liabilities	—		11,833		31,231		1,118		—			44,182
Program obligations	—		1,846		220		1,531		—			3,597
Intercompany liabilities	78		1,050,686		—		6,390		(1,057,154		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	—		—		—		—		—			—
Other liabilities	—		37,635		73		44,443		(44,443		)	37,708
Total liabilities	78		2,098,110		69,150		65,110		(1,101,597		)	1,130,851

Redeemable noncontrolling interest	—		—		—		13,442		—			13,442
												—
Total members’ equity	75,017		71,173		1,566,192		21,345		(1,660,632		)	73,095

Total liabilities, redeemable noncontrolling interest and members’ equity	$	75,095	$	2,169,283	$	1,635,342	$	99,897	$	(2,762,229	)	$	1,217,388

	LIN TV Corp.			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			LIN TV Corp. 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		2,295		—			7,699
Total current assets	—			203,990			32,271		11,404		(67,509		)	180,156
Property and equipment, net	—			199,211			39,534		4,850		—			243,595
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			166,116			18,518		4,504		—			189,138
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			49,350			2,775		7,561		—			59,686
Advances to consolidated subsidiaries	—			11,934			1,350,322		—		(1,362,256		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,930		(45,280		)	13,189
Total assets	$	—		$	2,258,511		$	1,939,786	$	73,065	$	(3,029,948	)	$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ 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	—			1,350,322			3,842		8,092		(1,362,256		)	—
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			2,350,075			389,208		65,498		(1,566,609		)	1,329,736
Redeemable noncontrolling interest	—			—			—		3,242		—			3,242
Total stockholders’ (deficit) equity	(91,564		)	(91,564		)	1,550,578		4,325		(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and stockholders’ (deficit) equity	$	—		$	2,258,511		$	1,939,786	$	73,065	$	(3,029,948	)	$	1,241,414

23Table of Contents

~~Table~~Condensed ofConsolidating ~~Contents~~Balance Sheet

~~Condensed~~As ~~Consolidating Statement~~ of ~~Operations~~December 31, 2012

~~For~~(in ~~the Three Months Ended March 31, 2013~~thousands)

(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 MEMBERS’ (DEFICIT) EQUITY
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 members’ (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)

Total liabilities, redeemable noncontrolling interest and members’ (deficit) equity	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

	LIN TV Corp.			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
Net revenues	$	—		$	97,648		$	38,984		$	6,431		$	(2,071	)	$	140,992
Operating expenses:
Direct operating	—			35,350			17,237			3,038			(1,057		)	54,568
Selling, general and administrative	—			26,032			9,789			1,571			(94		)	37,298
Amortization of program rights	—			5,482			1,490			813			—			7,785
Corporate	—			10,271			—			—			—			10,271
Depreciation	—			9,515			1,829			294			—			11,638
Amortization of intangible assets	—			4,461			233			735			—			5,429
Restructuring	—			2,132			—			—			—			2,132
Loss (gain) from asset dispositions	—			107			(12		)	—			—			95
Operating income (loss)	—			4,298			8,418			(20		)	(920		)	11,776
Other expense (income):
Interest expense, net	—			13,814			—			108			(51		)	13,871
Intercompany fees and expenses	—			8,375			(8,375		)	—			—			—
Other, net	—			(24		)	—			—			—			(24		)
Total other expense (income), net	—			22,165			(8,375		)	108			(51		)	13,847
(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—			(17,867		)	16,793			(128		)	(869		)	(2,071		)
(Benefit from) provision for income taxes	—			(7,463		)	6,717			(305		)	—			(1,051		)
Net (loss) income from continuing operations	—			(10,404		)	10,076			177			(869		)	(1,020		)
Equity in (loss) income from operations of consolidated subsidiaries	(856		)	9,548			—			—			(8,692		)	—
Net (loss) income	(856		)	(856		)	10,076			177			(9,561		)	(1,020		)
Net loss attributable to noncontrolling interests	—			—			—			(164		)	—			(164		)
Net (loss) income attributable to LIN TV Corp.	$	(856	)	$	(856	)	$	10,076		$	341		$	(9,561	)	$	(856	)

~~Condensed~~Table ~~Consolidating Statement~~ of ~~Comprehensive Income~~Contents

~~For~~Condensed ~~the~~Consolidating ~~Three~~Statement ~~Months~~of ~~Ended March 31, 2013~~Operations

~~(in~~For ~~thousands)~~the Three Months Ended September 30, 2013

	LIN TV Corp.			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
Net (loss) income	$	(856	)	$	(856	)	$	10,076	$	177		$	(9,561	)	$	(1,020	)
Pension net gain, net of tax of $169	259			259			—		—			(259		)	259
Comprehensive (loss) income	(597		)	(597		)	10,076		177			(9,820		)	(761		)
Comprehensive loss attributable to noncontrolling interest	—			—			—		(164		)	—			(164		)
Comprehensive income (loss) attributable to LIN TV Corp.	$	(597	)	$	(597	)	$	10,076	$	341		$	(9,820	)	$	(597	)

(in thousands)



	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	106,982		$	45,335		$	14,458		$	(3,665	)	$	163,110

Operating expenses:
Direct operating	—			37,105			17,973			9,532			(2,106		)	62,504
Selling, general and administrative	—			27,223			10,785			3,351			(40		)	41,319
Amortization of program rights	—			5,695			1,382			528			—			7,605
Corporate	277			10,405			—			—			—			10,682
Depreciation	—			9,285			1,788			356			—			11,429
Amortization of intangible assets	—			4,430			234			1,222			—			5,886
Restructuring	—			468			—			—			—			468
Loss from asset dispositions	—			(8		)	(1		)	—			—			(9		)
Operating (loss) income	(277		)	12,379			13,174			(531		)	(1,519		)	23,226

Other expense (income):
Interest expense, net	—			14,146			—			(67		)	(103		)	13,976
Intercompany fees and expenses	—			7,891			(8,102		)	211			—			—
Other, net	—			2,053			1			1			—			2,055
Total other expense (income), net	—			24,090			(8,101		)	145			(103		)	16,031

(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(277		)	(11,711		)	21,275			(676		)	(1,416		)	7,195
(Benefit from) provision for income taxes				(147,671		)	8,510			(152		)	—			(139,313		)
Net (loss) income from continuing operations	(277		)	135,960			12,765			(524		)	(1,416		)	146,508
Equity in income (loss) from operations of consolidated subsidiaries	147,215			11,255			—						(158,470		)	—
Net income (loss)	146,938			147,215			12,765			(524		)	(159,886		)	146,508
Net loss attributable to noncontrolling interests	—			—			—			(430		)	—			(430		)
Net income (loss) attributable to LIN Media LLC	$	146,938		$	147,215		$	12,765		$	(94	)	$	(159,886	)	$	146,938

~~Table of Contents~~26

~~Condensed~~Table ~~Consolidating Statement~~ of ~~Operations~~Contents

~~For~~Condensed ~~the~~Consolidating ~~Three~~Statement ~~Months~~of ~~Ended~~Comprehensive ~~March 31, 2012~~Income

~~(in~~For ~~thousands)~~the Three Months Ended September 30, 2013

	LIN TV Corp.		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
Net revenues	$	—	$	67,329		$	34,937		$	1,697		$	(763	)	$	103,200
Operating expenses:
Direct operating	—		21,163			13,392			1,360			(758		)	35,157
Selling, general and administrative	—		18,686			9,306			510			(119		)	28,383
Amortization of program rights	—		3,679			1,367			173			—			5,219
Corporate	—		6,336			410			—			—			6,746
Depreciation	—		4,833			1,868			58			—			6,759
Amortization of intangible assets	—		60			233			184			—			477
Loss from asset dispositions	—		(1		)	—			—			—			(1		)
Operating income	—		12,573			8,361			(588		)	114			20,460
Other expense (income):
Interest expense, net	—		10,364			—			15			(9		)	10,370
Share of loss in equity investments	—		91			—			—			—			91
Loss on extinguishment of debt	—		2,099			—			—			—			2,099
Intercompany fees and expenses	—		16,310			(16,310		)	—			—			—
Other, net	—		(14		)	1			—			—			(13		)
Total other expense (income), net	—		28,850			(16,309		)	15			(9		)	12,547
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(16,277		)	24,670			(603		)	123			7,913
(Benefit from) provision for income taxes	—		(6,825		)	9,868			(245		)	—			2,798
Net (loss) income from continuing operations	—		(9,452		)	14,802			(358		)	123			5,115
(Loss) income from discontinued operations, net	—		(560		)	(664		)	—			(7		)	(1,231		)
Equity in income (loss) from operations of consolidated subsidiaries	4,266		14,278			—			—			(18,544		)	—
Net income (loss)	4,266		4,266			14,138			(358		)	(18,428		)	3,884
Net income attributable to noncontrolling interests	—		—			—			(382		)	—			(382		)
Net income (loss) attributable to LIN TV Corp.	$	4,266	$	4,266		$	14,138		$	24		$	(18,428	)	$	4,266

(in thousands)

Condensed Consolidating Statement of Comprehensive Income



	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	146,938	$	147,215	$	12,765	$	(524	)	$	(159,886	)	$	146,508
Amortization of pension net losses, net of tax of $169	259		259		—		—			(259		)	259
Comprehensive income (loss)	147,197		147,474		12,765		(524		)	(160,145		)	146,767
Comprehensive loss attributable to noncontrolling interest	—		—		—		(430		)	—			(430		)
Comprehensive income (loss) attributable to LIN Media LLC	$	147,197	$	147,474	$	12,765	$	(94	)	$	(160,145	)	$	147,197

~~For the Three Months Ended March 31, 2012~~27

~~(in~~Table ~~thousands)~~of Contents

	LIN TV Corp.		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
Net income (loss)	$	4,266	$	4,266	$	14,138	$	(358	)	$	(18,428	)	$	3,884
Amortization of pension net loss, net of tax of $170	261		261		—		—			(261		)	261
Comprehensive income (loss)	4,527		4,527		14,138		(358		)	(18,689		)	4,145
Comprehensive income attributable to noncontrolling interest	—		—		—		382			—			382
Comprehensive income (loss) attributable to LIN TV Corp.	$	4,527	$	4,527	$	14,138	$	24		$	(18,689	)	$	4,527

Condensed Consolidating Statement of Operations

25For the Nine Months Ended September 30, 2013

~~Table~~(in ~~of Contents~~thousands)

Condensed Consolidating Statement of Cash Flows



	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	311,221		$	130,972		$	35,841		$	(9,586	)	$	468,448

Operating expenses:
Direct operating	—			108,313			54,886			22,825			(5,329		)	180,695
Selling, general and administrative	—			80,611			30,008			8,341			(303		)	118,657
Amortization of program rights	—			16,709			4,281			1,552			—			22,542
Corporate	277			29,770			—			—			—			30,047
Depreciation	—			27,954			5,420			1,013			—			34,387
Amortization of intangible assets	—			13,334			701			3,003			—			17,038
Restructuring	—			2,991			—			—			—			2,991
Loss (gain) from asset dispositions	—			193			(20		)	—			—			173
Operating (loss) income	(277		)	31,346			35,696			(893		)	(3,954		)	61,918

Other expense (income):
Interest expense, net	—			42,124			—			151			—			42,275
Share of loss in equity investments				25												25
Intercompany fees and expenses	—			24,491			(24,702		)	211			—			—
Other, net	—			2,113			1			1			—			2,115
Total other expense (income), net	—			68,753			(24,701		)	363			—			44,415

(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	(277		)	(37,407		)	60,397			(1,256		)	(3,954		)	17,503
(Benefit from) provision for income taxes	—			(158,607		)	24,159			(706		)	—			(135,154		)
Net (loss) income from continuing operations	(277		)	121,200			36,238			(550		)	(3,954		)	152,657
Equity in income (loss) from operations of consolidated subsidiaries	153,834			32,634			—			—			(186,468		)	—
Net income (loss)	153,557			153,834			36,238			(550		)	(190,422		)	152,657
Net loss attributable to noncontrolling interests	—			—			—			(900		)	—			(900		)
Net income attributable to LIN Media LLC	$	153,557		$	153,834		$	36,238		$	350		$	(190,422	)	$	153,557

~~For the Three Months Ended March 31, 2013~~28

~~(in~~Table ~~thousands)~~of Contents

	LIN TV Corp.		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	—	$	22,735		$	18,889		$	(289	)	$	(19,503	)	$	21,832
INVESTING ACTIVITIES:
Capital expenditures	—		(5,634		)	(543		)	(621		)	—			(6,798		)
Proceeds from the sale of assets	—		—			13			—			—			13
Capital contribution to joint venture with NBCUniversal	—		—			(100,000		)	—			—			(100,000		)
Advances on intercompany borrowings	—		(1,200		)	—			—			1,200			—
Payments from intercompany borrowings	—		9,919			111,127			—			(121,046		)	—
Net cash provided by (used in) investing activities	—		3,085			10,597			(621		)	(119,846		)	(106,785		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		501			—			—			—			501
Proceeds from borrowings on long-term debt	—		85,000			—			—			—			85,000
Principal payments on long-term debt	—		(22,465		)	—			(375		)	—			(22,840		)
Payment of long-term debt issue costs	—		(521		)	—			6			—			(515		)
Payment of dividend	—		—			(19,503		)	—			19,503			—
Proceeds from intercompany borrowings	—		—			—			1,200			(1,200		)	—
Payments on intercompany borrowings	—		(111,127		)	(9,919		)	—			121,046			—
Net cash (used in) provided by financing activities	—		(48,612		)	(29,422		)	831			139,349			62,146
Net (decrease) increase in cash and cash equivalents	—		(22,792		)	64			(79		)	—			(22,807		)
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	$	—	$	21,833		$	637		$	1,030		$	—		$	23,500

Condensed Consolidating Statement of Comprehensive Income

26For the Nine Months Ended September 30, 2013

~~Table~~(in ~~of Contents~~thousands)

Condensed Consolidating Statement of Cash Flows



	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	153,557	$	153,834	$	36,238	$	(550	)	$	(190,422	)	$	152,657
Amortization of pension net losses, net of tax of $507	777		777		—		—			(777		)	777
Comprehensive income (loss)	154,334		154,611		36,238		(550		)	(191,199		)	153,434
Comprehensive loss attributable to noncontrolling interest	—		—		—		(900		)	—			(900		)
Comprehensive income attributable to LIN Media LLC	$	154,334	$	154,611	$	36,238	$	350		$	(191,199	)	$	154,334

~~For the Three Months Ended March 31, 2012~~29

~~(in~~Table ~~thousands)~~of Contents

	LIN TV Corp.		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			LIN TV Corp. Consolidated
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities, continuing operations	$	—	$	14,019		$	4,148		$	(517	)	$	7		$	17,657
Net cash used in operating activities, discontinued operations	—		(486		)	(647		)	—			(7		)	(1,140		)
Net cash provided by (used in) operating activities	—		13,533			3,501			(517		)	—			16,517
INVESTING ACTIVITIES:
Capital expenditures	—		(3,362		)	(1,569		)	(519		)	—			(5,450		)
Change in restricted cash	—		255,159			—			—			—			255,159
Shortfall loan to joint venture with NBCUniversal	—		(595		)	—			—			—			(595		)
Advances on intercompany borrowings	—		(800		)	—			—			800			—
Payments from intercompany borrowings	—		1,950			—			—			(1,950		)	—
Net cash provided by (used in) investing activities, continuing operations	—		252,352			(1,569		)	(519		)	(1,150		)	249,114
Net cash provided by investing activities, discontinued operations	—		6,314			—			—			—			6,314
Net cash provided by (used in) investing activities	—		258,666			(1,569		)	(519		)	(1,150		)	255,428
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		173			—			—			—			173
Principal payments on long-term debt	—		(276,622		)	—			(73		)	—			(276,695		)
Payment of long-term debt issue costs	—		(199		)	—			—			—			(199		)
Treasury stock purchased	—		(629		)	—			—			—			(629		)
Proceeds from intercompany borrowings	—		—			—			800			(800		)	—
Payments on intercompany borrowings	—		—			(1,950		)	—			1,950			—
Net cash (used in) provided by financing activities	—		(277,277		)	(1,950		)	727			1,150			(277,350		)
Net decrease in cash and cash equivalents	—		(5,078		)	(18		)	(309		)	—			(5,405		)
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	$	—	$	11,493		$	635		$	524		$	—		$	12,652

Condensed Consolidating Statement of Operations

27For the Three Months Ended September 30, 2012

~~Table~~(in ~~of Contents~~thousands)

LIN TV Corp.



	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—	$	83,940	$	48,229	$	1,879	$	(972	)	$	133,076

Operating expenses:
Direct operating	—		21,956		16,092		1,116		(1,012		)	38,152
Selling, general and administrative	—

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