TVL Lin TV Corp

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

Form 10-K

LIN TV Corp.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-31311

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

Commission File Number: 000-25206

One West Exchange Street, Suite 5A, Providence, Rhode Island 02903
(Address of principal executive offices)

(401) 454-2880
(Registrant's telephone number, including area code)

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

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

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

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

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

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

          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):

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

          The aggregate market value of the voting and non-voting common equity held by non-affiliates (based on the last reported sale price of the registrant's class A common stock on June 30, 2010 on the New York Stock Exchange) was approximately $297 million.

DOCUMENTS INCORPORATED BY REFERENCE

NOTE:

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

          LIN TV Corp. Class A common stock, $0.01 par value, issued and outstanding as of March 7, 2011: 32,578,343 shares.

          LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding as of March 7, 2011: 23,502,059 shares.

          LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding as of March 7, 2011: 2 shares.

          LIN Television Corporation common stock, $0.01 par value, issued and outstanding as of March 7, 2011: 1,000 shares.

---

Table of Contents

Table of Contents

2

---

Table of Contents

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

        This report contains certain forward-looking statements with respect to our financial condition, results of operations and business, including statements under the captions Item 1. "Business" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations". All of these forward-looking statements are based on estimates and assumptions made by our management, which, although we believe them to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates or statements. We cannot assure you that any of such estimates or statements will be realized and actual results may differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include those discussed under the caption Item 1A. "Risk Factors", as well as the following:

•

volatility and periodic changes in our advertising revenues;



•

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



•

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



•

our guarantee of the General Electric Capital Corporation ("GECC") note;



•

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



•

inability or unavailability of additional debt or equity capital;



•

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



•

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



•

effects of our control relationships, including the control that HM Capital Partners LLC ("HMC") and its affiliates have with respect to corporate transactions and activities we undertake;



•

adverse state or federal legislation or regulation or adverse determinations by regulators, including adverse changes in, or interpretations of, the exceptions to the FCC duopoly rule and the allocation of broadcast spectrum;



•

declines in the domestic advertising market;



•

further consolidation of national and local advertisers;



•

global or local events that could disrupt television broadcasting;



•

risks associated with acquisitions including integration of acquired businesses;



•

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



•

changes in our television network affiliation agreements;



•

changes in our retransmission consent agreements; and



•

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

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

3

---

Table of Contents

PART I

Item 1.     Business

Overview

        LIN TV Corp. ("LIN TV") is a local television and digital media company owning, operating or servicing 32 television stations and interactive television station and niche web sites in 17 U.S. markets. Our highly-rated stations deliver superior local news and community stories, along with top-rated sports and entertainment programming, to 9% of U.S. television homes, reaching an average of 9.9 million households per week. All of our television stations are affiliated with a national broadcast network and are primarily located in the top 75 Designated Market Areas ("DMA") as measured by Nielsen Media Research ("Nielsen"). We are a leader in the convergence of local broadcast television and the Internet through our television station web sites and a growing number of local interactive initiatives and Internet-based products and services. During 2010, we launched a new brand identity, LIN Media, to renew our market position and reflect our evolution to a leading multimedia company. In this report, the terms "Company," "we," "us" or "our" mean LIN TV Corp. and all subsidiaries included in our consolidated financial statements. Our class A common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "TVL".

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

        We seek to have the largest local media presence in each of our local markets by combining strong network and syndicated programming with leading local news, and by pursuing our multi-channel strategy. This multi-channel strategy enables us to increase our audience share by operating multiple stations on multiple platforms in the same market. We currently deliver content over the air, on-line and on mobile applications. We also operate or service multiple stations in eleven of our markets.

Development of Our Business

Ownership and organizational structure

        Our Company (including its predecessors) has owned and operated television stations since 1966 and was incorporated on February 11, 1998. A group of investors led by the predecessor of HMC acquired LIN Television Corporation ("LIN Television"), our wholly-owned subsidiary, on March 3, 1998 and was incorporated on June 18, 1990. On May 3, 2002, we completed our initial public offering and our class A common stock began trading on the NYSE. Our corporate offices are at One West Exchange Street, Suite 5A, Providence, Rhode Island 02903.

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

        This capital structure allowed us to issue voting stock while preserving the pre-existing ownership structure in which the class B stockholders did not have an attributable ownership interest in our television broadcast licenses pursuant to the rules of the Federal Communications Commission ("FCC").

4

---

Table of Contents

        The following diagram summarizes our corporate structure as of March 7, 2011:

        All of the shares of our class B common stock are held by affiliates of HMC or former affiliates of HMC. The class B common stock is convertible into class A common stock or class C common stock in various circumstances. The class C common stock is also convertible into class A common stock in certain circumstances. If affiliates of HMC converted their shares of class B common stock into shares of class A common stock and the shares of class C common stock were converted into shares of class A common stock as of March 7, 2011, the holders of the converted shares of class C common stock would own less than 0.01% of the total outstanding shares of class A common stock and resulting voting power, and the affiliates of HMC would own 41.9% of the total outstanding shares of class A common stock and resulting voting power.

5

---

Table of Contents

Our television stations

        We own, operate or service 32 stations, including two stations pursuant to local marketing agreements, four stations pursuant to shared services agreements and one low-power station, which operates as a stand-alone station. We also have an equity investment in two other stations through a joint venture. The following table lists the stations that we own, operate or service, or in which we have an equity investment:

6

---

Table of Contents

        For more information about our joint venture with NBCUniversal, see "Joint Venture with NBCUniversal" below and Item 1A. "Risk Factors—The GECC Note could result in significant liabilities including (i) requiring us to make short-term cash payments to the NBCUniversal joint venture to fund interest payments and (ii) potentially giving rise to the acceleration of our existing indebtedness, which would cause such existing indebtedness to become immediately due and payable," as well as the description in the Liquidity and Capital Resources section under Item 7. "Management's Discussion and Analysis".

Description of Our Business

        Our strategy is focused on becoming the industry leading local media company with diversified revenues and strong cash flow. We continue to execute on a number of key strategic and operating goals, which include: i) maximizing the strength and efficiency of our broadcast operations; ii) investing resources to expand our digital knowledge, offerings and revenues; and iii) innovating and investing in local multimedia products that build new audiences and brand loyalty.

        The principal components of our strategy are to:

•

Preserve Our Local News Leadership.   We operated the number one or number two local news station in 86% of our news markets ⁽¹⁾ for the year ended December 31, 2010. Our stations are committed to a "localist" approach with a strong emphasis on the production of our local news content, which sustains our strong news positions and enhances our brand equity in the community. We are recognized for our local news expertise and have won many awards during the past year, including several Emmy, Associated Press and other local and regional awards. We believe that strong local news programming is among the most important elements in attracting local advertising revenue. In addition, news audiences serve as vital lead-ins for other programming and help minimize the impact of changes in network programming. Transitioning our newsrooms into multimedia content centers and improving our newsgathering and production process by sharing resources and training journalists to have a wide range of skills, including video camera operation, writing and editing, is a priority.

---

⁽¹⁾

Source: Average of LIN Media's 2010 Nielsen Ratings Based on Key Demographics: February, May and November. Monday-Friday, Early Morning, Early Evening, Late News.

•

Continue to Improve Our Operating Efficiencies.   We have achieved company-wide operating efficiencies through economies of scale in the purchase of programming, ratings services, research services, national sales representation, capital equipment and other vendor services. In addition, we operate two regional technology centers that have centralized engineering, operations and administration for all of our major mid-west, New England and mid-Atlantic television stations, saving labor and reducing capital costs. In 2010, we began transitioning our television sales, traffic, promotions and billings to a new state-of-the-art software program that provides better insight and control, while generating cost savings. Our use of new technology to streamline operations has also helped modernize our newsrooms and create a standardized and instantaneous reporting culture that drives cost reduction and efficiency.

7

---

Table of Contents

•

Continue to Invest in Digital Media.   We strive to be at the forefront of new technologies, forging unique partnerships and launching innovative products, services and programs for web, mobile and video platforms that engage audiences around our market-leading brands and generate new advertising opportunities. Our 2009 acquisition of Red McCombs Media, LP ("RMM"), an online advertising and media services company based in Austin, Texas, significantly expanded our local multi-platform offerings. As part of the reorganization of our sales departments to support multiple platforms, our sales teams have teamed up with RMM's online sales force and media analysts to expand the scope of our offerings beyond our traditional markets. All of our television stations are now marketing RMM's targeted products, including custom display, vertical display, search and e-mail marketing solutions. In addition, we have a unique multiplatform content syndication strategy and secured numerous national and local video syndication partnerships in 2010. Our mobile marketing strategy is focused on making it more convenient for users to access our content on the most popular electronic devices. In 2009, we developed iPhone applications for each of our local television stations and we were the first broadcast company in our local markets to launch Blackberry applications. We have since launched Android and iPad applications, all of which enable users to access our content on a 24 hour/7 days a week basis. Finally, we leveraged strong content gathering capabilities and a superior digital platform to launch onPolitix during this non-presidential political year. Our viewers can find national political content on many web sites but onPolitix provides a unique opportunity for consumers to follow and actively engage in local, regional and national politics through varying levels of interaction. Since the launch of our digital business in 2007, digital revenues, which include retransmission consent fees, have grown nearly 309% and now comprise 15% of our total net revenues.



•

Grow Our Revenue Share Through a Focus on Local Programming.   We are committed to improving the quality of our existing programs, developing new local programs, and generating new sources of revenue. Local programming allows us to leverage our existing production teams and on-air talent while limiting our exposure to long-term syndicated programming contracts. It also allows us to be more creative and offer unique local marketing solutions beyond :30 and :60 second spots. In 2010, we launched four new local lifestyle programs, including "The Hampton Roads Show" in Norfolk, VA; "Mass Appeal", in Springfield, MA; "Studio 10" in Mobile, AL; and "New Mexico Style" in Albuquerque, NM. We added approximately 1,400 and 1,500 more local programming hours in 2010 and 2009, respectively. We now have unique programs tailored to the communities we serve in the majority of our markets and have plans to launch more local shows in 2011. We believe that our commitment to localism continues to build brand loyalty and differentiate us from our competition.



•

Continue to Pursue Our Multi-Channel Strategy.   We believe our spectrum has value beyond traditional television channels and digital technology enables us to separate a portion of that spectrum for incremental services. We have been active in exploring uses of that spectrum and reinventing existing channels when we believe there is a revenue growth opportunity. In 2010, our President and Chief Executive Officer was elected President of the Open Mobile Video Coalition, providing a unique opportunity for our Company to build relationships with companies that are at the forefront of developing new technology that will provide live, local and national over-the-air digital television to consumers via next-generation portable and mobile devices and further enabling us to effectively pursue a multi-channel strategy. Such strategy helps us appeal to a wider audience and market of advertisers while providing economies of scale to pursue additional and new programming services.



•

Secure Subscriber Fees from Pay-Television Operators.   According to Nielsen, cable, satellite television and telecommunications companies currently provide video program services to approximately 90% of total U.S. television households. The surge of competition from satellite and telecommunications companies, combined with our strong local and national programming, provides us with compelling

8

---

Table of Contents

negotiating positions to obtain compensation for our channels. It is of critical importance to the broadcast industry that pay-television operators pay sub fees that are more in-line with the superior audience viewing levels our channels achieve relative to cable channels. We have negotiated and will continue to negotiate with pay-television operators in our local markets to ensure we receive our fair share of subscription fees.

•

Provide Superior Community Service.   Our model of community service exemplifies broadcasting's great value and responsibility to the local community. Our viewers and advertising partners look to our television stations for their leadership in local and regional public service activities. We support numerous non-profit organizations, programs and events that help make the communities we serve better, stronger, and more vibrant places to live, work, and do business. We believe our commitment to the health and vitality of our communities contributes to the trusted and enduring relationships we have with both viewers and advertisers.

Principal Sources of Revenue

Local, national and political advertising revenues

        Local, national and political advertising, net of agency commissions, represented approximately 82%, 84% and 90% of our total net revenues for the years ended December 31, 2010, 2009 and 2008, respectively. We receive these revenues principally from advertising time sold in our local news, network and syndicated programming. In general, advertising rates are based upon a variety of factors, including:

•

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



•

a program's popularity among television viewers;



•

number of advertisers competing for the available time;



•

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



•

our station's overall ability to attract viewers in its market area;



•

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



•

effectiveness of our advertising sales force.

Network compensation

        The three oldest networks, ABC, CBS and NBC, have historically made cash compensation payments for our carriage of their network programming. However, in accordance with prevailing trends in our industry, our recent agreements with these networks now reflect a reduction and eventual elimination of network compensation payments to us and/or require us to pay compensation to the network.

        The newer networks, such as FOX, CW and MyNetworkTV, provide less network programming, pay no network compensation and, in some instances, require us to pay network compensation. However, these newer networks provide us with more advertising inventory to sell than ABC, CBS or NBC.

Barter revenues

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

9

---

Table of Contents

Digital revenues

        We generate digital revenues from advertising produced by our television stations' Internet web sites, from retransmission consent fees received from cable, satellite and telecommunications companies for the rights to carry our signals in their pay television services to consumers and by providing online advertising and media services through RMM.

Other revenues

        We receive other revenues from sources such as renting space on our television towers, renting our production facilities, copyright royalties and providing television production services. Additionally, we earn fee income through shared services agreements for four stations located in the Albuquerque-Santa Fe, Green Bay-Appleton and Dayton markets, under which we provide technical, engineering, promotional, administrative and other operational support services from our stations that we own and operate within each of those markets. We also have a joint sales agreement for the stations in the Green Bay-Appleton and Dayton markets, under which we provide advertising sales services.

Sources and Availability of Programming

        We program our television stations from the following program sources:

•

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



•

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



•

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



•

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



•

Local Weather Station: we provide a 24-hour weather channel to local cable systems in certain of our television markets.

10

---

Table of Contents

Locally produced news and general entertainment programming

        Our stations produce an aggregate of 519 hours of local news programming per week that we broadcast on all but one of our stations. Local news programming also allows us greater control over our programming costs.

        Our current network affiliations and number of weekly hours of network, local news and other local programming are as follows:

Network programming

        All of our stations are affiliated with one of the national television networks. Our network affiliation agreements provide a local station certain exclusive rights and an obligation, subject to certain limited preemption rights, to carry the network programming. While the networks retain most of the advertising time within their programs for their own use, the local station also has the right to sell a limited amount of advertising time within the network programs. Other time periods, which are not programmed by the

11

---

Table of Contents

networks, are programmed by the local station, for which the local station retains all of the advertising revenues. Networks also share certain of their programming with cable networks and make certain of their programming available through their web site or on web sites such as hulu.com. These outlets compete with us for viewers in the communities served by our stations.

        The programming strength of a particular national television network may affect a local station's competitive position. Our stations, however, are diversified among the various networks, reducing the potential impact of any one network's performance. We believe that national television network affiliations remain an efficient means of obtaining competitive programming, both for established stations with strong local news franchises and for newer stations with greater programming needs.

        Our stations that are affiliated with ABC, CBS, FOX and NBC generate a higher percentage of revenue from the sale of advertising within network programming than stations affiliated with CW and MyNetwork.

        Our affiliation agreements have terms with scheduled expiration dates ranging through December 31, 2017. These agreements are subject to earlier termination by the networks under specified circumstances, including a change of control of our Company, which would generally result from the acquisition of shares having 50% or more of the voting power of our Company.

Syndicated programming

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

Distribution of Programming

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

•

Full-power television stations;



•

Stations we operate under local marketing agreements;



•

Low-power television stations;



•

Digital channels;



•

Cable television;



•

Satellite television systems;



•

Telecommunications systems; and



•

Internet, mobile and other digital services.

Full-power television stations

        We own, operate or service 31 full-power television stations that operate on digital over-the-air channels 7 through 50. Our full-power television stations include two full-power stations for which we provide programming, sales and other related services under local marketing agreements, and four

12

---

Table of Contents

full-power stations for which we provide technical, engineering, promotional, administrative and other operational support services under shared services agreements (for two of these stations we also provide advertising sales services under a joint sales agreement). See "Our television stations" for a listing of our full-power television stations.

Local marketing agreements

        The FCC television licenses for the two stations for which we provide programming, sales and other related services under local marketing agreements ("LMAs") are not owned by us. Revenues generated by these stations contributed 4%, 5% and 4% to our net revenues for the years ended December 31, 2010, 2009 and 2008, respectively. We incur programming costs, operating costs and capital expenditures related to the operation of these stations, and retain all advertising revenues. In Providence and Austin, the two local markets where these stations are located, we own and operate another station. These LMA stations are an important part of our multi-channel strategy. We have purchase options to acquire the FCC licenses for the LMA stations in Providence and Austin, which are exercisable if the legal requirements limiting ownership of these stations change.

Low-power television stations

        We own and operate a number of low-power television stations. We operate these stations either as a stand-alone or satellite stations. These low-power broadcast television stations are licensed by the FCC to provide service to substantially smaller areas than those of full-power stations. These stations contributed approximately 1% or less of our total net revenues in the years ended December 31, 2010, 2009 and 2008.

        In eight of our markets, Albuquerque, Austin, Grand Rapids, Green Bay, Indianapolis, Norfolk-Portsmouth-Newport News, Springfield and Terre Haute, we use our low power stations to extend the geographic reach of our primary stations in these markets. In Grand Rapids, we have affiliated WXSP-TV, a group of low-power television stations, with MyNetworkTV, to cover substantially all of the local market.

Cable, satellite television and telecommunications systems

        According to Nielsen, cable, satellite television and telecommunications companies currently provide video program services to approximately 90% of total U.S. television households, with cable and telecommunications companies serving 61% of U.S. households and direct broadcast satellite ("DBS") providers serving 29%. As a result, cable, satellite television and telecommunications companies are not only primary competitors, but the primary means by which our television audience views our television stations. Most of our stations are distributed pursuant to retransmission consent agreements with multichannel video program distributors that operate in markets we serve. As of December 31, 2010, we had retransmission consent agreements with 113 distributors, including 109 Multiple System Operators ("MSOs") and regional telecommunications companies, the two major satellite television providers, and two national telecommunications providers. For an overview of FCC regulations governing carriage of television broadcast signals by multichannel video program distributors, see "Federal Regulation of Broadcasting— Cable and Satellite Carriage of Local Television Signals."

Internet, mobile and other digital services

        We operate interactive television station and niche web sites in 17 U.S. markets and offer a growing portfolio of Internet-based products and services that provide traditional and new audiences around-the-clock access to our trusted local news and information. We launched our mobile business in 2009 with iPhone and BlackBerry smartphone applications and we have since launched Android and iPad applications. In addition, we also launched SMS/text messaging, video blogging and other advanced interactive features that further extend the distribution of our content.

13

---

Table of Contents

Seasonality of Our Business

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

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

Joint Venture with NBCUniversal

        We hold an approximate 20% equity interest, and NBCUniversal Media, LLC ("NBCUniversal") holds the remaining approximate 80% equity interest, in a joint venture which is a limited partner in a business that owns television stations KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego. We and NBCUniversal each have a 50% voting interest in the joint venture. NBCUniversal operates the two stations pursuant to a management agreement.

        The joint venture is the obligor on an $815.5 million non-amortizing senior secured note due 2023 (the "GECC Note") held by General Electric Capital Corporation ("GECC"), which provided financing to the venture. The GECC Note bears interest at a rate of 8% per annum until March 2, 2013 and 9% per annum thereafter. LIN TV has guaranteed the payment of principal and interest on the GECC Note.

        In January 2011, Comcast Corporation acquired control of the business of NBCUniversal through acquisition of a 51% interest in NBCUniversal, LLC, while a majority owned subsidiary of General Electric Company ("GE") owns the remaining 49%. GECC remains a majority-owned subsidiary of GE.

        Our joint venture with NBCUniversal has been adversely impacted by the economic downturn, and it did not distribute any cash to NBCUniversal or us during the years ended December 31, 2010 and 2009. In light of the adverse effect of the economic downturn on the joint venture's operating results, in 2009 we entered into an agreement with NBCUniversal, which covered the period from March 6, 2009 through April 1, 2010 (the "Original Shortfall Funding Agreement") and in 2010 we entered into a second agreement, which covered the period from April 2, 2010 through April 1, 2011 ("2010 Shortfall Funding Agreement"). These agreements provided that: i) we and NBCUniversal waived the requirement that the joint venture maintain debt service reserve cash balances of at least $15 million; ii) the joint venture would use a portion of its existing debt service reserve cash balances to fund interest payments on the GECC Note in 2009 and 2010; iii) NBCUniversal agreed to defer its receipt of 2008, 2009 and 2010 management fees; and iv) we agreed that if the joint venture does not have sufficient cash to fund interest payments on the GECC Note through April 1, 2011, we and NBCUniversal would each provide the joint venture with a shortfall loan on the basis of our percentage of economic interest in the joint venture.

        During the year ended December 31, 2010, pursuant to the shortfall funding agreements with NBCUniversal, we made shortfall loans in the aggregate principal amount of $4.1 million to our joint venture, representing our approximate 20% share in cumulative debt service shortfalls at the joint venture. Concurrent with our funding of the shortfall loans, NBCUniversal funded shortfall loans in the aggregate principal amounts of $15.9 million to the joint venture, in respect of its approximate 80% share in the cumulative debt service shortfalls at the joint venture.

        Because of anticipated future cash shortfalls at the joint venture, on March 14, 2011, we and GE entered into an agreement (the "2011 Shortfall Funding Agreement" and together with the Original Shortfall Funding Agreement and the 2010 Shortfall Funding Agreement the "Shortfall Funding Agreements") covering the period from April 2, 2011 through April 1, 2012. Under the terms of the

14

---

Table of Contents

2011 Shortfall Funding Agreement, we agreed that if the joint venture does not have sufficient cash to fund interest payments on the GECC Note through April 1, 2012, we and GE would each provide the joint venture with a shortfall loan. Any shortfall loans funded by us under the 2011 Shortfall Funding Agreement will be calculated on the basis of our percentage of economic interest in the joint venture, and GE's share of shortfall loans will be calculated on the basis of NBCUniversal's percentage of economic interest in the joint venture. GE's obligation to fund shortfall loans under the 2011 Shortfall Funding Agreement is conditioned upon (a) amendment of the joint venture's Credit Agreement with GECC and the LLC Agreement governing the joint venture's operations, to permit the joint venture to obtain shortfall loans from GE, and (b) receipt of the consent of Comcast Corporation to the terms and conditions on which GE provides its proportionate share of any shortfall; provided that Comcast's consent may not be unreasonably withheld. NBCUniversal has acknowledged and agreed to the terms of the 2011 Shortfall Funding Agreement.

        Under the terms of the joint venture's TV Master Service Agreement with NBCUniversal, management fees incurred by the joint venture to NBCUniversal during the term of the 2011 Shortfall Funding Agreement will continue to accrue, but are not payable if any existing joint venture shortfall loans remain outstanding. Management fees payable in arrears attributable to 2008, 2009, and 2010 are also not payable to NBCUniversal if any existing joint venture shortfall loans remain outstanding.

        We recognize shortfall funding liabilities to the joint venture on our balance sheet when those liabilities become both probable and estimable, which occurs when joint venture management provides us with budget or forecast information of operating cash flows and working capital needs indicating that a debt service shortfall is probable to occur and when we have reached or intend to reach a shortfall funding agreement covering the budgeted or forecasted period. Based on 2011 forecast information provided by joint venture management and our estimate of joint venture cash flows through March 31, 2012, we estimate our share of shortfall funding could be approximately $1.9 million through March 31, 2012. Actual cash shortfalls at the joint venture could vary from our current estimates. Cash shortfalls at the joint venture beyond March 31, 2012 are not currently estimable or probable; therefore, we have not accrued for any potential obligations beyond $1.9 million.

        Our ability to honor our shortfall loan obligations under the Shortfall Funding Agreements is limited by certain covenants contained in our Amended Credit Agreement, and the indentures governing our 8 ³ / 8 % senior notes and our 6 ¹ / 2 % senior subordinated notes. If we are unable to make payments under the Shortfall Funding Agreements, or a future shortfall funding agreement, the joint venture may be unable to fund interest obligations under the GECC Note, resulting in an event of default. In addition, if the joint venture experiences further cash shortfalls beyond April 1, 2012, we may decide to fund such cash shortfalls, or to fund such shortfalls through further loans or equity contributions to the joint venture.

        For more information about our joint venture with NBCUniversal, see Item 1A. "Risk Factors—The GECC Note could result in significant liabilities, including (i) requiring us to make short-term cash payments to the NBCUniversal joint venture to fund interest payments and (ii) potentially giving rise to the acceleration of our existing indebtedness, which would cause such existing indebtedness to become immediately due and payable," as well as the description in the Liquidity and Capital Resources section under Item 7. "Management's Discussion and Analysis".

Competitive Conditions in the Television Industry

        The television broadcast industry has become highly competitive as a result of new technologies and new program distribution systems. In most of our local markets, we compete directly against other local broadcast stations, cable, satellite television and telecommunication systems for audience. We also compete with online video services, including local news web sites and web sites such as hulu.com, which provide access to some of the same programming, including network programming that we provide, and other emerging technologies including mobile television.

15

---

Table of Contents

Federal Regulation of Television Broadcasting

        Overview of Regulatory Issues.     Our television operations are subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the "Communications Act"). The Communications Act prohibits the operation of broadcast stations except pursuant to licenses issued by the FCC and empowers the FCC, among other things, to issue, renew, revoke and modify broadcasting licenses; assign frequency bands; determine stations' frequencies, locations and power; and regulate the equipment used by stations.

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

        License Renewals.     Under the Communications Act, the FCC generally may grant and renew broadcast licenses for terms of eight years, though licenses may be renewed for a shorter period under certain circumstances. The Communications Act requires the FCC to renew a broadcast license if the FCC finds that (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations of either the Communications Act or the FCC's rules and regulations by the licensee; and (iii) there have been no other serious violations that taken together constitute a pattern of abuse. In making its determination, the FCC may consider petitions to deny but cannot consider whether the public interest would be better served by issuing the license to a person other than the renewal applicant. We are in good standing with respect to each of our FCC licenses. The table on page 6 includes the expiration date of each of the licenses for the stations that we own, as well as for the stations to which we provide services or in which we have an equity investment through a joint venture. As indicated in the table, the licenses for these stations have expiration dates ranging between 2006 and 2015. License renewal applications were timely filed for each of these stations for which the license is now expired. Once an application for renewal is filed, each station remains licensed while its application is pending, even after its license expiration date has passed. Certain of our licenses have long-standing applications for renewal that remain pending with the FCC. Action on many license renewal applications may have been delayed for reasons, such as, the pendency of complaints that programming provided by the various networks contained indecent material and complaints regarding alleged violations of sponsorship identification rules. We cannot predict when the FCC will act on pending renewal applications. We expect the FCC to renew each of these licenses but we make no assurance that it will do so.

        Ownership Regulation.     The Communications Act and FCC rules limit the ability of individuals and entities to have ownership or other attributable interests in certain combinations of broadcast stations and other media. In 1999, the FCC modified its local television ownership rules. In 2003, the FCC issued an order that would have liberalized most of the ownership rules, permitting us to acquire television stations in certain markets where we are currently prohibited from acquiring additional stations. In 2004, the Third Circuit Court of Appeals stayed and remanded several of the FCC's 2003 ownership rule changes. In July 2006, as part of the FCC's statutorily required quadrennial review of its media ownership rules, the FCC sought comment on how to address the issues raised by the Third Circuit Court of Appeals' decision. In February 2008, the FCC released an order that re-adopted its 1999 local television ownership rules, and those rules are currently in effect. Several parties have appealed the FCC's February 2008 decision. In November, 2009 the FCC initiated its statutorily required quadrennial review process, but it has not yet proposed any rule changes. We cannot predict how pending appeals of prior FCC ownership rule decisions or the pending quadrennial review proceeding may result in changes to the FCC's broadcast ownership rules. The FCC's currently effective ownership rules that are material to our operations are summarized below.

16

---

Table of Contents

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

        The FCC's 1999 ownership order established a rule attributing LMAs for ownership purposes. The FCC grandfathered LMAs that were entered into prior to November 5, 1996, permitting those stations to continue operations pursuant to the LMAs until the conclusion of the FCC's 2004 biennial review. The FCC stated it would conduct a case-by-case review of grandfathered LMAs and assess the appropriateness of extending the grandfathering periods. Subsequently, the FCC invited comments as to whether, instead of beginning the review of the grandfathered LMAs in 2004, it should do so in 2006. The FCC did not initiate any review of grandfathered LMAs in 2004 or as part of its 2006 quadrennial review. We do not know when, or if, the FCC will conduct any such review of grandfathered LMAs. Grandfathered local marketing agreements can be freely transferred during the grandfather period, but duopolies may be transferred only where the two-station combination continues to qualify under the duopoly rule. We currently have grandfathered LMAs under which we provide programming to stations in Providence, Rhode Island and Austin, Texas.

        In 2010, we entered into shared services agreements ("SSAs") and certain other arrangements for stations in Dayton, Ohio and Green Bay-Appleton, Wisconsin. SSAs are permitted under the FCC's local television ownership rules and allow for technical, engineering, promotional, administrative and other operational support services. SSAs are different from LMAs in that programming is not provided under an SSA. In September 2010, we filed an application seeking to acquire the station in the Green Bay-Appleton, Wisconsin market under the "failing station" duopoly waiver standard discussed above, and a third party filed an application to acquire the station in the Dayton, Ohio market. In October 2010, Time Warner Cable Inc. ("TWC") filed petitions to deny both applications, alleging that the pertinent agreements give us excessive authority to act as an agent in negotiating retransmission consent agreements for the stations. TWC asked the FCC to deny the applications, set them for a hearing, and/or impose conditions on the parties. We believe that the agreements are permissible under the FCC's rules, and in November 2010 we filed oppositions to TWC's filings. The applications remain pending, and we cannot predict what the FCC will decide, or when.

        National Television Ownership Cap.     The Communications Act, as amended in 2004, limits the number of television stations one entity may own nationally. Under the rule, no entity may have an attributable interest in television stations that reach, in the aggregate, more than 39% of all U.S. television households. The FCC currently discounts the audience reach of a UHF station by 50% when computing the national television ownership cap. Our stations reach is approximately 9% of U.S. households.

17

---

Table of Contents

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

•

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



•

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



•

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



•

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

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

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

        Digital Television.     We terminated all analog broadcasts on our full power stations on or before June 12, 2009 in connection with the national transition to digital television. Following the transition, each of our full power stations broadcasts a 19.4 megabit-per-second (Mbps) data stream, rather than a single analog program stream. FCC regulations permit substantial flexibility in how we use that data stream. For example, we are permitted to provide a mix of high definition and standard television program streams free-to-air, additional program-related data, subscription video or audio streams, and non-broadcast services. A new technical standard, currently being tested, would permit digital stations to provide video and data streams that can be more readily received on mobile devices (such as computers and smart phones), if those devices incorporate the technology. These digital channels remain subject to specific FCC regulations. For example, we are required to carry additional children's educational programming if we transmit multiple program streams, and we must pay the U.S. Treasury 5% of gross revenues for any non-broadcast services we provide using our digital signals. The FCC is evaluating whether to impose further public interest programming requirements on digital broadcasters. The FCC's digital transition implementation plan maintained the secondary status of low-power television stations. The FCC is in the process of establishing a digital transition plan for low-power television stations.

        Cable and Satellite Carriage of Local Television Signals.     Pursuant to FCC rules, full power television stations can obtain carriage of their signals by multichannel program distributors in one of two ways: via mandatory carriage or via "retransmission consent." Once every three years each station must formally elect either mandatory carriage ("must-carry" for cable distributors and "carry one-carry all" for satellite television providers) or retransmission consent. The next election must be made by October 1, 2011, and will be effective January 1, 2012 through December 31, 2014. A mandatory carriage election invokes FCC rules that requires the distributor to carry a single program stream designated by the station and that program stream's related data in the station's local market. Distributors may decline carriage for certain reasons specified in the rules, including a lack of channel capacity, the station's failure to deliver a good

18

---

Table of Contents

quality signal, the presence of a nearby affiliate of the same network or, in the case of satellite distributors, if the distributor does not carry any other local broadcast stations in the electing station's market. Distributors do not pay a fee to stations that elect mandatory carriage.

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

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

        Several cable system and DBS operators have jointly petitioned the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. The FCC has solicited public comment on the petition and the FCC has announced that it intends to initiate a formal proceeding in March 2011 concerning the issues raised in the petition. We cannot predict the outcome of such a proceeding.

        Programming and station operations.     The Communications Act requires broadcasters to serve the public interest. Broadcast station licensees are required to present programming that is responsive to community problems, needs and interests and to maintain records demonstrating such responsiveness. Stations must follow various rules that regulate, among other things, children's television programming and advertising, political advertising, sponsorship identification, contest and lottery advertising and program ratings guidelines. The FCC has proposed to re-establish a number of formalized procedures that it believes will improve television broadcasters' service to their local communities. These proposals include the establishment of community advisory boards, quantitative programming guidelines and maintenance of a main studio in a station's community of license. If the FCC adopts such proposals, the burden of complying with such requirements could impose additional costs on our stations.

        The FCC is also charged with enforcing restrictions or prohibitions on the broadcast of obscene and indecent programs and in recent years has increased its enforcement activities in this area, issuing large fines against radio and television stations found to have carried such programming (even if originated by a third-party program supplier, such as a network). In June 2007, the FCC increased the maximum monetary penalty for carriage of indecent programming tenfold to $325,000 per station per violation with a cap of $3 million for any "single act," and put the licenses of repeat offenders in jeopardy. Court challenges to the

19

---

Table of Contents

FCC's indecency enforcement regime are pending at various stages. For example, the Second Circuit found in 2010 that the FCC's "fleeting expletive" policy was unconstitutionally vague. In a subsequent decision, the Second Circuit vacated an FCC decision imposing monetary forfeitures on 52 television stations that had broadcast an allegedly indecent scene in an episode of the ABC drama "NYPD Blue." We are unable to predict whether the enforcement of the indecency regulations will have a material adverse effect on our ability to provide competitive programming.

        The FCC's rules require our stations to provide closed captioning for much of the programming that we broadcast. In addition, in September 2010, Congress passed the Twenty-First Century Communications and Video Accessibility Act. This law requires the FCC to adopt rules concerning video description of programming, for viewers with visual disabilities. Compliance with the new video description rules once they are promulgated by the FCC may impose additional costs on our stations.

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

Employees

        As of December 31, 2010, we employed approximately 1,825 full time employees, 214 of which were represented by labor unions. We believe that our relations with our employees are satisfactory.

Available Information

        We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"). The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including our filings, which we file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

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

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

20

---

Table of Contents

Item 1A.    Risk Factors

Risks Associated with Our Business Activities

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

        Our operations and performance are dependent on advertising revenues, which can be materially affected by a number of factors beyond our control, including economic conditions and viewer preferences. Advertising revenue, including local, national and political advertising revenues, net of agency commissions, consisted of approximately 82%, 84% and 90% of our total net revenues for the years ended December 31, 2010, 2009 and 2008, respectively. Local advertising revenues increased 8% for the year ended December 31, 2010 and decreased 13% and 9% for the years ended December 31, 2009 and 2008, respectively, compared to their respective prior periods. National advertising revenues increased 18% for the year ended December 31, 2010 and decreased 17% and 16% for the years ended December 31, 2009 and 2008, respectively, compared to their respective prior periods. This volatility in advertising revenue impacts our financial condition, cash flows and results of operations. While we saw recovery in 2010, decreases in advertising revenues caused by economic conditions could have a material adverse effect on our financial condition, cash flows and results of operations, which could impair our ability to comply with the covenants in our debt instruments, as more fully described below.

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

•

the relative popularity of the programming on our stations;



•

the demographic characteristics of our markets; and



•

the activities of our competitors.

        Our programming may not attract sufficient targeted viewership or we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenues to decline. We, and those on whom we rely for programming, may not be able to anticipate and react effectively to shifts in viewer tastes and interests of our local markets. In addition, political advertising revenue from elections and advertising revenues from Olympic Games, which generally occur in the even years, create large fluctuations in our operating results on a year-to-year basis. For example, during 2010, we had political advertising revenues of $49.4 million, compared to $13.2 million in the prior year.

We depend on automotive advertising to a significant degree.

        Approximately 23%, 19% and 24% of our local and national advertising revenues for the years ended December 31, 2010, 2009, and 2008, respectively, consisted of automotive advertising. A significant decrease in these revenues in the future could have a material adverse effect on our results of operations and cash flows, which could affect our ability to fund operations and service our debt obligations and affect the value of our common stock.

21

---

Table of Contents

The GECC Note could result in significant liabilities, including (i) requiring us to make short-term cash payments to the NBCUniversal joint venture to fund interest payments and (ii) potentially giving rise to the acceleration of our existing indebtedness, which would cause such existing indebtedness to become immediately due and payable.

        We may be required, or elect to, to make cash payments to the joint venture to fund interest payments on the GECC Note. Our joint venture with NBCUniversal has been adversely impacted by the economic downturn. During the year ended December 31, 2010, pursuant to the shortfall funding agreements with NBCUniversal covering the period from March 6, 2009 to April 1, 2011, we made shortfall loans in the aggregate principal amount of $4.1 million (the "Shortfall Loans"), representing our approximate 20% share in cumulative debt service shortfalls at the joint venture.

        Because of anticipated future cash shortfalls at the joint venture, on March 14, 2011, we and GE entered into the 2011 Shortfall Funding Agreement covering the period from April 2, 2011 through April 1, 2012. Under the terms of the 2011 Shortfall Funding Agreement, we agreed that if the joint venture does not have sufficient cash to fund interest payments on the GECC Note through April 1, 2012, we and GE would each provide the joint venture with a shortfall loan. Any shortfall loans funded by us under the 2011 Shortfall Funding Agreement will be calculated on the basis of our percentage of economic interest in the joint venture, and GE's share of shortfall loans will be calculated on the basis of NBCUniversal's percentage of economic interest in the joint venture. GE's obligation to fund shortfall loans under the 2011 Shortfall Funding Agreement is conditioned upon (a) amendment of the joint venture's Credit Agreement with GECC and the LLC Agreement governing the joint venture's operations, to permit the joint venture to obtain shortfall loans from GE, and (b) receipt of the consent of Comcast Corporation to the terms and conditions on which GE provides its proportionate share of any shortfall; provided that Comcast's consent may not be unreasonably withheld. NBCUniversal has acknowledged and agreed to the terms of the 2011 Shortfall Funding Agreement.

        Under the terms of the joint venture's TV Master Service Agreement with NBCUniversal, management fees incurred by the joint venture to NBCUniversal during the term of the 2011 Shortfall Funding Agreement will continue to accrue, but are not payable if any existing joint venture shortfall loans remain outstanding. Management fees payable in arrears attributable to 2008, 2009, and 2010 are also not payable to NBCUniversal if any existing joint venture shortfall loans remain outstanding.

        We recognize shortfall funding liabilities to the joint venture on our balance sheet when those liabilities become both probable and estimable, which occurs when joint venture management provides us with budget or forecast information of operating cash flows and working capital needs indicating that a debt service shortfall is probable to occur and when we have reached or intend to reach a shortfall funding agreement covering the budgeted or forecasted period. Based on 2011 forecast information provided by joint venture management and our estimate of joint venture cash flows through March 31, 2012, we estimate our share of shortfall funding could be approximately $1.9 million through March 31, 2012. Actual cash shortfalls at the joint venture could vary from our current estimates. Cash shortfalls at the joint venture beyond March 31, 2012 are not currently estimable or probable; therefore, we have not accrued for any potential obligations beyond $1.9 million.

        Our ability to honor our shortfall loan obligations under the Shortfall Funding Agreements is limited by certain covenants contained in our Amended Credit Agreement, and the indentures governing our 8 ³ / 8 % senior notes and our 6 ¹ / 2 % senior subordinated notes. Based on the 2011 budget provided by joint venture management, and our forecast of total leverage and consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") during 2011 and 2012, we expect to have the capacity within these restrictions to provide shortfall funding under the Shortfall Funding Agreements in proportion to our approximate 20% economic interest in the joint venture through the April 1, 2012 expiration of the 2011 Shortfall Funding Agreement. However, there can be no assurance that we will have the capacity within these restrictions to provide such funding. If we are required to fund a portion of any additional shortfall loans, we plan to use our available cash balances or available borrowings under our senior secured

22

---

Table of Contents

credit facility. In addition, if the joint venture experiences further cash shortfalls beyond April 1, 2012, we may decide to fund such cash shortfalls, or to fund such shortfalls through further loans or equity contributions to the joint venture. If we are unable to make payments under the Shortfall Funding Agreements, or a future shortfall funding agreement, the joint venture may be unable to fund interest obligations under the GECC Note, resulting in an event of default.

        An event of default under the GECC Note will occur if the joint venture fails to make any scheduled interest payment within 90 days of the date due and payable, or to pay the principal amount on the maturity date. If the joint venture fails to pay interest on the GECC Note, and no shortfall loan to fund the interest payment is made within 90 days of the date due and payable, an event of default would occur and GECC could accelerate the maturity of the entire amount due under the GECC Note. Other than the acceleration of the principal amount upon an event of default, prepayment of the principal of the note is prohibited unless agreed upon by both NBCUniversal and LIN TV. Upon an event of default under the GECC Note, GECC's only recourse would be to the joint venture, our equity interest in the joint venture and, after exhausting all remedies against the assets of the joint venture and the other equity interests in the joint venture, to LIN TV pursuant to its guarantee of the GECC Note.

        Under the terms of its guarantee of the GECC Note, LIN TV would be required to make a payment for an amount to be determined upon occurrence of the following events: (i) there is an event of default; (ii) the default is not remedied; and (iii) after GECC exhausts all remedies against the assets of the joint venture, the total amount realized upon exercise of those remedies is less than the $815.5 million principal amount of the GECC Note. Upon the occurrence of such events, the amount owed by LIN TV to GECC pursuant to the guarantee would be equal to the difference between (i) the total amount for which the joint venture's assets were sold and (ii) the principal amount and any unpaid interest due under the GECC Note. As of December 31, 2010, we estimated that the fair value of the television stations in the joint venture to be approximately $254.1 million less than the outstanding balance of the GECC Note of $815.5 million.

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

•

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



•

GECC's initiation of proceedings against LIN TV under the guarantee could result in a change of control or other material adverse consequences to LIN Television, which could cause an acceleration of LIN Television's senior secured credit facility and other outstanding indebtedness; and



•

if the GECC Note is prepaid because of an acceleration on default or otherwise, LIN TV would incur a substantial tax related to its deferred gain of approximately $815.5 million associated with the formation of the joint venture. This amount of gain, exclusive of any potential utilization of net operating loss carryforwards, would be subject to U.S. Federal and various State tax rates of 35% and approximately 3% (net of Federal benefit), respectively.

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

        As of December 31, 2010, we had approximately $623.3 million of consolidated indebtedness and $131.4 million of consolidated stockholders' deficit. The outstanding debt under our senior secured credit facility, which was $9.6 million as of March 16, 2011, is due November 4, 2011. In addition, our 6 ¹ / 2 % senior subordinated notes are due May 15, 2013 and our 8 ³ / 8 % senior notes are due April 15, 2018. Subject to the limitations in our senior secured credit facility and the indentures governing the senior notes and senior

23

---

Table of Contents

subordinated notes, we may incur additional material indebtedness in the future, and we may become more leveraged. Accordingly, we now have and will continue to have significant debt service obligations. We have also guaranteed the $815.5 million GECC Note as described above.

        Our large amount of indebtedness could, for example:

•

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



•

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



•

limit our ability to obtain additional financing in the future;



•

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



•

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

        The indentures governing our senior notes and senior subordinated notes also contain change of control provisions which may require us to purchase all or a portion of our 8 ³ / 8 % senior notes and 6 ¹ / 2 % senior subordinated notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest.

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

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

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

        Our debt instruments also contain certain other restrictions on our business and operations, including, for example, covenants that restrict our ability to dispose of assets, incur additional indebtedness, pay dividends, make investments, make acquisitions, engage in mergers or consolidations and make capital expenditures.

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

        The outstanding borrowings under our senior secured credit facility are due on November 4, 2011, and we expect to refinance our senior secured credit facility in 2011. If we are unable to refinance this indebtedness on satisfactory terms, we may be required to dedicate a more substantial portion of our operating cash flows to the repayment or service of our indebtedness, which may limit our flexibility in planning for, or reacting to, changes in our business or investing in our growth. Current conditions in the capital markets may also impact our ability to refinance our debt or to refinance our debt on terms similar to our existing debt agreements.

24

---

Table of Contents

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

        Future impairment charges could have a significant adverse effect on our reported results of operations and stockholders' equity. Approximately $509.1 million, or 64%, of our total assets as of December 31, 2010 consisted of indefinite-lived intangible assets. Intangible assets principally include broadcast licenses and goodwill, which are required to be tested for impairment at least annually, with impairment being measured as the excess of the carrying value of the goodwill or the intangible asset over its fair value. In addition, goodwill and intangible assets will be tested more often for impairment as circumstances warrant.

        We recorded an impairment of our broadcast licenses of $37.2 million and $599.6 million during the years ended December 31, 2009 and 2008, respectively, and we recorded an impairment of goodwill of $2.7 million and $425.3 million during the years ended December 31, 2009 and 2008, respectively.

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

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

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

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

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

        HMC and its affiliates own one share of our class C common stock, which represents 35% of our outstanding voting power, and also have the ability to convert shares of our non-voting class B common stock into class A common stock, which may be subject to FCC approval. Upon the conversion of the majority of the non-voting class B common stock into class A common stock, the class C common stock will automatically convert into an equal number of shares of class A common stock. If this occurs, affiliates of HMC would own approximately 41.9% of our voting equity interests and will effectively have the ability to elect the entire board of directors and to approve or disapprove any corporate transaction or other matters submitted to our stockholders for approval, including the approval of mergers or other significant corporate transactions. The interests of HMC and its affiliates may differ from the interests of our other

25

---

Table of Contents

stockholders and HMC and its affiliates could take actions or make decisions that are not in the best interests of our other stockholders.

        For example, HMC may from time-to-time acquire and hold controlling or non-controlling interests in television broadcast assets that may directly or indirectly compete with our company for advertising revenues. In addition, HMC and its affiliates may from time-to-time identify, pursue and consummate acquisitions of television stations or other broadcast related businesses that may be complementary to our business and therefore such acquisition opportunities may not be available to us.

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

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

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

New technologies may affect our broadcasting operations.

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

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

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

26

---

Table of Contents

The loss of network affiliation agreements or changes in network affiliations could have a material and adverse effect on our results of operations if we are unable to quickly replace the network affiliation.

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

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

        A change in network affiliation in a given television market may have many short-term and long-term consequences, depending upon the circumstances surrounding the change. Potential short-term consequences include: i) increased marketing costs and increased internal operating costs, which can vary widely depending on the amount of marketing required to educate the audience regarding the change and to maintain the station's viewing audience; ii) short term loss of market share or slower market growth due to advertiser uncertainty about the switch; iii) costs of building a new or larger news operation; iv) other increases in station programming costs, if necessary and v) the cost of equipment needed to conform the station's programming, equipment and logos to the new network affiliation. Long-term consequences are more difficult to assess, due to the cyclical nature of each of the major network's share of the audience that changes from year-to-year with programs coming to the end of their production cycle, and the audience acceptance of new programs in the future and the fact that national network audience ratings are not necessarily indicative of how a network's programming is accepted in an individual market. How well a particular network fares in an affiliation switch depends largely on the value of the broadcast license, which is influenced by the length of time the television station has been broadcasting, the quality and location of the license, the audience acceptance of the local news programming and community involvement of the local television station and the quality of the station non-network programming. In addition, the majority of the revenue earned by television stations is attributable to locally produced news and syndicated programming, rather than to network affiliation payments and advertising sales related to network programming. The circumstances that may surround a network affiliation switch cause uncertainty as to the actual costs that will be incurred by us and, if these costs are significant, the switch could have a material adverse impact on the income we derive from the affected station.

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

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

27

---

Table of Contents

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

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

Risks Related to Our Industry

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

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

        On November 30, 2010, the FCC initiated a rulemaking proceeding to consider proposals to, among other things, implement rule changes that could facilitate channel sharing by television stations and shared use of current television broadcast spectrum by wireless broadband providers. In that proceeding, the FCC also is seeking comment on ways to improve VHF spectrum band television operations (VHF stations have experienced reception difficulties), with the goal that significant numbers of UHF broadcasters will move into the VHF band. We cannot predict the outcome of any FCC proceedings or whether legislation authorizing incentive spectrum auctions will be enacted, or the likelihood, timing or extent of a spectrum reallocation. If some or all of our television stations are required to change frequencies, operate with a reduced service area or subject to reduced interference protections, and/or reduce the amount of spectrum they use, our stations could suffer material adverse effects, including, but not limited to, substantial conversion costs, reduction or loss of over-the-air signal coverage, and an inability to provide high definition programming and additional program streams, including mobile video services.

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

        We may be unable to successfully renegotiate retransmission consent agreements with cable, satellite and telecommunications providers ("MVPDs") when the current terms of these agreements expire. In addition, our affiliation agreements with some broadcast networks include certain terms that may affect our ability to permit MVPDs to retransmit our stations' signals containing network programming, and in some cases, we may lose the right to grant retransmission consent to such providers. If the broadcast networks withhold their consent to the retransmission of those portions of our stations' signals containing network programming we may be unable to successfully complete negotiations for new retransmission

28

---

Table of Contents

consent agreements. The networks also may require us to pay them compensation in exchange for permitting redistribution of network programming by MVPDs. If we are required to make payments to networks in connection with signal retransmission, those payments may adversely affect our operating results. If we lose the right to grant retransmission consent, we may be unable to satisfy certain obligations under our existing retransmission consent agreements with MVPDs and there could be a material adverse effect on our results of operations.

        Several cable system and DBS operators have jointly petitioned the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. The FCC has solicited public comment on the petition and the FCC has announced that it intends to initiate a formal proceeding in March 2011 concerning the issues raised in the petition. We cannot predict the outcome of such a proceeding.

Our stations may experience interference from the operations of unlicensed devices.

        The FCC has authorized unlicensed devices to operate in unused portions of the television spectrum bands (the "white spaces"). The FCC issued an order adopting rules concerning white space device operations in 2008. That order was the subject of court appeals, which remain pending, and petitions for reconsideration at the FCC. The FCC resolved the petitions for reconsideration in an order issued in 2010. That 2010 order is now itself the subject of several petitions for reconsideration. Although the rules and procedures established by the FCC are designed to minimize the risk of interference to television stations' operations, it is possible that our stations will experience interference once white space devices are permitted to commence operations in the television spectrum bands.

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

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

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

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

        In addition, Congress and the FCC may, in the future, adopt new laws, regulations and policies regarding a wide variety of matters (including retransmission consent, spectrum allocation, media ownership and technological changes) that could, directly or indirectly, materially and adversely affect the operation and ownership of our broadcast properties. (See "Federal Regulation of Television Broadcasting" in Item 1. Business).

29

---

Table of Contents

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

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

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

        Should the television duopoly rule be relaxed, we may be able to acquire the ownership of one or more of the stations in Austin, Texas and Providence, Rhode Island for which we currently provide programming, sales and/or other related services under LMAs or other similar agreements, as the case may be, and for which we have purchase option agreements to purchase these stations. Under the existing television duopoly rules, we have exercised our option to acquire WCWF-TV in Green Bay-Appleton, Wisconsin (subject to FCC approval) and certain assets of WBDT-TV in Dayton, Ohio. We currently service these stations under SSAs. These transactions have been challenged and are subject to the FCC's approval and certain other terms and conditions.

        Should we be unable to acquire the ownership of the stations currently serviced by LMAs, SSAs or similar agreements, there is no assurance that the grandfathering of our LMAs, SSAs or other similar agreements will be permitted beyond conclusion of the FCC's current review of the ownership rules. It is possible that an adverse decision from the FCC on the pending applications concerning the stations in the Green Bay-Appleton, Wisconsin and Dayton, Ohio markets, and/or changes to the applicable ownership rules, would require us to amend or terminate certain of our agreements.

Any potential hostilities, natural disasters or terrorist attacks may affect our revenues and results of operations.

        If the U.S. becomes engaged in new, large scale foreign hostilities, is impacted by any significant natural disasters or if there is a terrorist attack against the U.S., we may lose advertising revenue and incur increased broadcasting expenses due to pre-emption, delay or cancellation of advertising campaigns and increased costs of providing news coverage of such events. We cannot predict the extent and duration of any future disruption to our programming schedule, the amount of advertising revenue that would be lost or delayed or the amount by which our expenses would increase as a result. Consequently, any related future loss of revenue and increased expenses could negatively affect our results of operations.

Item 1B.    Unresolved Staff Comments

        None.

30

---

Table of Contents

Item 2.    Properties

        We maintain our corporate headquarters in Providence, RI under an operating lease that expires on March 31, 2015.

        Each of our stations has facilities consisting of offices, studios, sales offices and tower and transmitter sites. Tower and transmitter sites are located in areas that provide optimal coverage to each of our markets. We own substantially all of the offices and studios where our stations are located and generally own the property where our towers and primary transmitters are located. We lease the remaining properties, consisting primarily of sales office locations and microwave transmitter sites. While none of the station properties owned or leased by us are individually material to our operations, if we were required to relocate any of our towers, the cost could be significant. This is because the number of sites in any geographic area that permit a tower of reasonable height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation Administration and FCC regulations, limit the number of alternative locations or increase the cost of acquiring them for tower sites.

Item 3.    Legal Proceedings

        We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

Item 4.    Reserved

31

---

Table of Contents

PART II

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

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

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

        We have never declared or paid any cash dividends on our class A common stock and the terms of our indebtedness limit the payment of such dividends. We do not anticipate paying dividends in the foreseeable future.

        As of December 31, 2010, there were approximately 33 stockholders of record of our class A common stock, 20 stockholders of record of our class B common stock and two stockholders of record of our class C common stock.

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

32

---

Table of Contents

Comparative stock performance graph

        The following graph compares the cumulative total return performance of our class A common stock for five years ending December 31, 2010 versus the performance of: i) the NYSE Composite Index; and ii) a peer index consisting of the following broadcast television companies: Gray Communications Systems, Inc.; Sinclair Broadcasting Group, Inc.; Belo Corporation; Nexstar Broadcasting Group, Inc.; and Meredith Corporation (the "Television Index"). The graph assumes the investment of $100 in our class A common stock and in each of the indices on December 31, 2005. The performance shown is not necessarily indicative of future performance.

33

---

Table of Contents

Item 6.    Selected Financial Data

        Set forth below is our selected consolidated financial data for each of the five years in the period ended December 31, 2010. The selected financial data as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 is derived from audited consolidated financial statements that appear elsewhere in this report. The selected financial data should be read in conjunction with Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and the notes thereto. The historical results presented are not necessarily indicative of future results. All financial information shown reflect the operations of our Puerto Rico stations and the Banks Broadcasting joint venture as discontinued for all periods presented. Our Banks Broadcasting joint venture station and Puerto Rico stations were sold in 2009 and 2007, respectively.

        The selected consolidated financial data of LIN Television Corporation is identical to LIN TV Corp. with the exception of basic and diluted loss per common share, which is not presented for LIN Television Corporation.

34

---

Table of Contents

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

        The remaining assets and liabilities of the Banks Broadcasting joint venture were sold in 2009. Accordingly, our consolidated financial statements reflect the operations, assets and liabilities of the Banks Broadcasting joint venture station as discontinued for all periods presented.

Executive Summary

        We own, operate or service 32 broadcast television stations and interactive television station and niche web sites in 17 mid-sized markets. Our operating revenues are derived primarily from the sale of advertising time to local, national and political advertisers and, to a lesser extent, from digital revenues, network compensation, barter and other revenues. During 2010, economic conditions improved compared to 2009, which resulted in increased advertising in our markets. We recorded net income of $36.5 million and $9.1 million for the years ended December 31, 2010 and 2009, respectively, compared to net loss of $834.8 million for the year ended December 31, 2008.

        Our operating highlights for 2010 include the following:

•

Total revenues increased $80.6 million primarily due to economic recovery during 2010 compared to the prior year. Political revenues increased $36.2 million in 2010 compared to the prior year as a result of the Congressional, state and local elections that take place in even numbered years as well as growth in issue advertising compared to the prior year. Additionally, digital revenues increased $18.0 million, or 42%, compared to the prior year. Total revenues also included advertising revenue from the 2010 Olympic Winter Games. Twelve out of fifteen of our top advertising categories for local and national advertising sales increased for 2010 compared to 2009.



•

Operating expenses decreased approximately $9.7 million compared to 2009 primarily due to an impairment charge of $39.9 million recorded during 2009 that did not recur during 2010. This decrease was partially offset by higher direct operating, selling, general and administrative and corporate expenses associated with RMM, our online advertising and media services business that was acquired in October 2009, and increases in variable direct costs attributable to the growth in revenue compared to 2009.



•

During the year ended December 31, 2010, we completed an offering of our 8 ³ / 8 % Senior Notes ("Senior Notes") in an aggregate principal amount of $200.0 million. Proceeds from the issuance of the Senior Notes were used to repay $148.9 million of principal on our revolving credit facility and $45.9 million of principal on our term loans, plus accrued interest, pursuant to the mandatory prepayment terms of our senior secured credit facility. The repayment of principal on our revolving credit facility resulted in a reduction of our revolving credit commitments, from $225.0 million to $76.1 million.



•

During the year ended December 31, 2010, pursuant to the shortfall funding agreements with NBCUniversal, we made shortfall loans in the aggregate principal amount of $4.1 million to our joint venture with NBCUniversal. We have a remaining shortfall funding accrual of $1.9 million as of December 31, 2010, which we expect to fund during 2011.



•

On May 28, 2010, we entered into a shared services arrangement and related agreements with ACME Communications, Inc. ("ACME") with respect to ACME's television stations KWBQ-TV, KRWB-TV, and KASY-TV in the Albuquerque-Santa Fe, NM market; WBDT-TV in the Dayton, OH market; and WCWF-TV (f/k/a WIWB-TV) in the Green-Bay-Appleton, WI market. Concurrent with the execution of these agreements, we entered into an option agreement, giving us the right to acquire any or all of the stations covered under the shared services and related agreements. On August 26, 2010, we exercised our option to acquire WCWF-TV and certain assets of WBDT-TV, for consideration of approximately $10.6 million. Completion of these transactions is subject to regulatory approvals and certain other terms and conditions. Although we expect these

35

---

Table of Contents

transactions to close during 2011, please see "Federal Regulation of Television Broadcasting— Local Television Ownership " included in Item 1.—"Business" for a discussion of a third-party challenge to certain pending applications at the FCC concerning these agreements.

Critical Accounting Policies, Estimates and Recently Issued Accounting Pronouncements

        Certain of our accounting policies, as well as estimates we make, are critical to the presentation of our financial condition and results of operations since they are particularly sensitive to our judgment. Some of these policies and estimates relate to matters that are inherently uncertain. The estimates and judgments we make affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates, including those related to intangible assets and goodwill, receivables and investments, program rights, income taxes, stock-based compensation, employee medical insurance claims, pensions, useful lives of property and equipment, contingencies, barter transactions, acquired asset valuations and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and it is possible that such differences could have a material impact on our consolidated financial statements.

        For additional information about these and other accounting policies, see Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" to our consolidated financial statements included elsewhere in this report. We have discussed each of these critical accounting policies and related estimates with the Audit Committee of our Board of Directors.

Valuation of long-lived assets and intangible assets

        Approximately $509.1 million, or 64%, of our total assets as of December 31, 2010 consisted of indefinite-lived intangible assets. Intangible assets principally include broadcast licenses and goodwill. If the fair value of these assets is less than the carrying value, we may be required to record an impairment charge.

        We test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical startup scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

        We test the impairment of our goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the station and prevailing rates in the markets for broadcasters. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the station's fair value (as determined in the first step described above) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An

36

---

Table of Contents

impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our television stations, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors.

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

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

        As of December 31, 2010, if we were to decrease the market revenue growth rate by 1%, it would result in an impairment of $3.0 million; a 2% decrease in the market revenue growth rate would result in an impairment of $17.0 million. A 5% decrease in operating profit margins would result in an impairment charge of $15.0 million, while a 10% decrease in operating profit margins would result in an impairment charge of $130.0 million. An increase of 1% in the discount rate would result in an impairment charge of $3.0 million, and a 2% increase in the discount rate would result in an impairment charge of $18.0 million.

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

        As of December 31, 2010, if we were to decrease the market revenue growth by 1% and by 2% of the projected growth rate, the enterprise value of our stations with goodwill would decrease by $60.0 million and $109.0 million, respectively. If we were to decrease the operating profit margins by 5% and 10% from the projected operating profit margins, the enterprise value of our stations with goodwill would decrease by $96.0 million and $190.0 million, respectively. If we were to increase the discount rate used in the valuation calculation by 1% and 2%, the enterprise value of our stations with goodwill would decrease by $69.0 million and $126.0 million, respectively.

37

---

Table of Contents

Network affiliations

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

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

•

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



•

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



•

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



•

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



•

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

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

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

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

38

---

Table of Contents

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

Valuation allowance for deferred tax assets

        We record a valuation allowance to reduce our deferred tax assets to an amount that is more likely than not to be realized. While we have considered future taxable income and feasible tax planning strategies in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period in which such a determination was made.

Revenue recognition

        We recognize advertising and other program-related revenue during the period in which advertising or programs are aired on our television stations or carried by our web sites or the web sites of our advertiser network. We recognize retransmission consent fees in the period in which our service is delivered.

Stock-based compensation

        We estimate the fair value of stock option awards using a Black-Scholes valuation model. The Black-Scholes model requires us to make assumptions and judgments about the variables to be assumed in the calculation, including the option's expected life, the price volatility of the underlying stock and the number of stock option awards that are expected to be forfeited. The expected life represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common stock over the expected term, and prior to 2010, we used the historical trends of our class A common stock over the expected term, as well as a comparison to peer companies. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future stock-based compensation expense and results of operations could be materially impacted.

Retirement plan

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

        We contributed $5.4 million, $0.6 million and $3.0 million to our pension plan during the years ended December 31, 2010, 2009 and 2008, respectively. We anticipate contributing approximately $5.4 million to our pension plan in 2011.

39

---

Table of Contents

Pension plan assumptions:

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

        We used the Citigroup Pension Discount Curve to aid in the selection of our discount rate, which we believe reflects the weighted rate of a theoretical high quality bond portfolio consistent with the duration of the cash flows related to our pension liability.

        We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the year ended December 31, 2010, our actual rate of return on plan assets was 12.3%.

        As a result of the plan freeze during 2009, we have no further service cost or amortization of prior service cost related to the plan. In addition, because the plan is now frozen and participants became inactive during 2009, the net losses related to the plan included in accumulated other comprehensive income will now be amortized over the average remaining life expectancy of the inactive participants instead of the average remaining service period. For these reasons, we expect to record a pension benefit of approximately $32 thousand in 2011. For every 2.5% change in the actual return compared to the expected long-term return on pension plan assets and for every 0.25% change in the actual discount rate compared to the discount rate assumption for 2011, our 2011 pension expense would change by less than $0.1 million.

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

Recently issued accounting pronouncements

        In December 2010, there were amendments to the goodwill impairment test for reporting units with zero or negative carrying amounts. These amendments modify step one of the goodwill impairment test, requiring units with zero or negative carrying amounts to perform step two of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. We adopted this

40

---

Table of Contents

guidance effective January 1, 2011, and do not expect the adoption to have an impact on our interim or annual impairment tests of goodwill.

        In October 2009, there were revisions to the accounting standard for revenue arrangements with multiple deliverables. The revisions address how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. The revisions are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We adopted this guidance effective January 1, 2011, and the adoption did not have a material impact on our financial position or results of operations.

Results of Operations

        Set forth below are the key operating areas that contributed to our results for the years ended December 31, 2010, 2009 and 2008. Our consolidated financial statements reflect the operations of the Banks Broadcasting joint venture station as discontinued for all periods presented. As a result, reported financial results may not be comparable to certain historical financial information. Prior year performance may not be indicative of future financial performance.

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

Three-Year Comparison

         Net revenues consist primarily of national, local and political advertising revenues, net of sales adjustments and agency commissions. Additional, but less significant amounts, are generated from Internet

41

---

Table of Contents

revenues, retransmission consent fees, barter revenues, network compensation, production revenues, tower rental income and station copyright royalties.

        Net revenues during the year ended December 31, 2010 increased by $80.6 million when compared with the prior year. The increase was primarily due to: i) an increase in political advertising sales of $36.2 million; ii) an increase in national advertising sales of $18.4 million; iii) an increase in digital revenues of $18.0 million; iv) an increase in local advertising sales of $17.0 million; and v) an increase in other revenues of $1.5 million. These increases were partially offset by an increase in agency commissions of $10.5 million.

        The increase in local and national advertising sales during 2010 is primarily due to economic recovery compared to the prior year, which resulted in increased advertising spending in our markets. The automotive category, which represented 23% of our local and national advertising sales for 2010, increased by 34% compared to 2009, when the automotive category represented 19% of our local and national advertising sales. The increase in political revenues during the year ended December 31, 2010, compared to the prior year, is primarily the result of Congressional, state and local elections which take place in even numbered years as well as growth in issue advertising compared to the same period in 2009.

        The increase in digital revenues for the year ended December 31, 2010, compared to the prior year, is due to incremental revenues from the acquisition of RMM in October 2009, growth in Internet advertising revenues resulting from increased traffic to our web sites, and growth in retransmission consent revenues as a result of contractual rate increases in per subscriber fees and an increase in subscriber levels compared to 2009.

        Net revenues during the year ended December 31, 2009 decreased by $60.3 million when compared with the prior year. The decrease was primarily due to: i) a decrease in political advertising sales of $33.8 million; ii) a decrease in local advertising sales of $31.7 million; and iii) a decrease in national advertising sales of $20.8 million. These decreases were partially offset by: i) an increase in digital revenue of $13.9 million; and ii) a decrease in agency commissions of $12.1 million.

        The decrease in local and national advertising sales during 2009 is primarily due to the economic downturn that broadly impacted demand for advertising. The decrease in political advertising sales during the year ended December 31, 2009, compared to the prior year, is a result of the Presidential, Congressional, state and local elections in 2008 that did not recur in 2009.

        The increase in digital revenues for the year ended December 31, 2009, compared to the prior year, is primarily due to new retransmission consent agreements reached with cable operators during the second half of 2008, and an increase in Internet revenues. The increase in Internet revenues is a result of new sales initiatives, increased traffic to our web sites and incremental revenue from the acquisition of RMM in October 2009.

         Direct operating expenses (excluding depreciation and amortization of intangible assets), which consist primarily of news, engineering and programming expenses, increased $14.9 million, or 14%, for the year ended December 31, 2010, compared to the prior year. The increase is primarily attributable to higher direct operating expenses associated with RMM and increases in variable direct costs attributable to the growth in revenue compared to the prior year.

        Direct operating expenses decreased $10.1 million, or 8%, for the year ended December 31, 2009, compared to the prior year. The decrease is primarily attributable to lower employee costs as a result of workforce reductions completed during the fourth quarter of 2008 and the second quarter of 2009.

42

---

Table of Contents

         Selling, general and administrative expenses consist primarily of employee salaries, sales commissions, employee benefit costs, advertising, promotional expenses and research, and these costs increased $5.8 million, or 6%, for the year ended December 31, 2010, compared to the prior year. The increase is primarily due to higher variable costs attributable to the growth in revenue compared to the prior year and higher employee benefits expense primarily associated with the reinstatement of contributions to the Company's 401(k) Plan starting in 2010.

        Selling, general and administrative expenses decreased $14.2 million, or 12%, for the year ended December 31, 2009, compared to the prior year. This decrease is also primarily attributable to lower employee costs as a result of workforce reductions completed during the fourth quarter of 2008 and the second quarter of 2009.

        Selling expenses as a percentage of net revenues were 7.4% for the year ended December 31, 2010 and 7.8% in each of the years ended December 31, 2009 and 2008.

         Amortization of program rights represents the recognition of expense associated with syndicated programming, features and specials, and these costs decreased $0.8 million, or 3%, for the year ended December 31, 2010 and increased $0.7 million, or 3%, for the year ended December 31, 2009, compared to their respective prior years.

         Corporate expenses represent corporate executive management, accounting, legal and other costs associated with the centralized management of our stations, and these costs increased $5.9 million, or 33%, for the year ended December 31, 2010, compared to the prior year. The increase is primarily due to increases in performance bonuses and stock-based compensation.

        Corporate expenses decreased $2.3 million, or 11%, for the year ended December 31, 2009, compared to the prior year. The decrease is primarily due to lower professional and legal fees.

         Depreciation expense decreased $2.2 million, or 7%, for the year ended December 31, 2010 and increased $0.7 million, or 2%, for the year ended December 31, 2009, compared to their respective prior years. The decrease during 2010 is due to assets that have been fully depreciated compared to the prior year and increased depreciation expense during 2009 as a result of the accelerated depreciation of remaining analog equipment due to the digital transition.

         Amortization of intangible assets increased $0.9 million, or 146%, and $0.4 million, or 146%, for the years ended December 31, 2010 and 2009, compared to their respective prior years. The increase during both 2010 and 2009 is a result of the amortization of the intangible assets acquired in the RMM acquisition.

         Impairment of goodwill, broadcast licenses and broadcast equipment reflects non-cash impairment charges recorded during the years ended December 31, 2009 and 2008 of approximately $39.9 million and $1.0 billion, respectively. The 2009 charge includes an impairment to the carrying values of our broadcast licenses of $37.2 million and an impairment to the carrying values of our goodwill of $2.7 million. The 2008 charge includes $8.7 million for obsolete broadcast equipment identified during the year as a result of the transition to digital television, as well as $599.6 million related to broadcast licenses and $425.3 million related to goodwill. No impairments were recorded for the year ended December 31, 2010.

         Restructuring charges of $3.1 million and $0.5 million were recorded during 2010 and 2009, respectively, as a result of the consolidation of certain activities at our stations, which resulted in the termination of 66 and 28 employees, respectively. During 2008, we effected a restructuring that included a workforce reduction of 144 employees and the cancellation of certain syndicated television program and operating contracts. The total charge for this plan was $12.9 million, including $4.3 million for a workforce reduction and $8.6 million for the cancellation of the contracts.

43

---

Table of Contents

         (Gain) loss from asset dispositions for the year ended December 31, 2010 was $(3.2) million and was primarily attributable to a gain on the exchange of certain equipment with Sprint Nextel of $3.7 million. (Gain) loss from asset dispositions for the year ended December 31, 2009 was $(6.3) million and was primarily attributable to: i) a gain on the exchange of certain equipment with Sprint Nextel of $6.4 million, partially offset by ii) a loss of $0.1 million for the disposal of fixed assets. (Gain) loss from asset dispositions for the year ended December 31, 2008 included: i) $2.0 million net loss for the disposal of fixed assets; and ii) $1.2 million write-off of other assets; partially offset by iii) a gain on the exchange of certain equipment with Sprint Nextel of $0.9 million.

Other Expense (Income)

         Interest expense, net increased $7.2 million, or 16%, for the year ended December 31, 2010, compared to the prior year primarily due to the impact of the issuance of our 8 ³ / 8 % Senior Notes during the second quarter of 2010. These increases were partially offset by reductions in interest expense under our senior secured credit facility as a result of reduced balances outstanding under the facility during 2010. Interest expense, net decreased $10.3 million, or 19%, for the year ended December 31, 2009, compared to the prior year due to lower average borrowings outstanding as a result of the purchase of our 2.50% Exchangeable Senior Subordinated Debentures in 2008 and the purchase of a portion of our outstanding 6 ¹ / 2 % senior subordinated notes in 2008 and 2009.

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

         Share of loss in equity investments was immaterial for the year ended December 31, 2010, and primarily reflects an impairment charge of $6.0 million for the year ended December 31, 2009, relating to accrued loan obligations to our joint venture with NBCUniversal, pursuant to the Original Shortfall Funding Agreement and the 2010 Shortfall Funding Agreement, as discussed further in Item 1. "Business—Joint Venture with NBCUniversal" and in "Liquidity and Capital Resources". Because of uncertainty surrounding the joint venture's ability to repay any shortfall loans, we concluded the $6.0 million loan was fully impaired during 2009. Additionally, beginning in 2009, we no longer recognized our approximate 20% share of the joint venture's net loss because the investment was fully impaired during the year ended December 31, 2008; accordingly, we suspended recognition of equity method gains and losses.

         Loss (gain) on derivative instruments was a loss of $1.9 million for the year ended December 31, 2010 and a gain of $0.2 million and $0.1 million for the years ended December 31, 2009 and 2008, respectively.

        During 2010 and 2009, our derivative instrument consisted of an interest rate hedge agreement entered into during the second quarter of 2006 ("2006 interest rate hedge") to hedge the variability in cash flows associated with notional amount of the declining balances of our term loans, which effectively converted the floating rate LIBOR-based payments under this portion of the facility to fixed payments.

        We have historically designated the 2006 interest rate hedge as a cash flow hedge, and therefore, changes in the value of this agreement were recorded in other comprehensive loss and released into

44

---

Table of Contents

earnings over the life of the agreement through periodic interest payments, and the ineffective portion of the hedge was recorded in earnings. However, as a result of the April 12, 2010 repayment of $45.9 million of principal on our term loans, as described further in "Liquidity and Capital Resources", the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows associated with our term loans. Accordingly, the portion of the fair value recognized in accumulated other comprehensive loss, $3.6 million, was recorded as a charge to our consolidated statement of operations during the year ended December 31, 2010. Additionally, because the hedge ceased to be highly effective in hedging the variable rate cash flows, all changes in fair value are now recorded in our consolidated statement of operations. We therefore recorded a total loss on derivative instruments of $1.9 million, including the $3.6 million charge from accumulated other comprehensive income, for the year ended December 31, 2010.

        The gain of $0.2 million and $0.1 million for the year ended December 31, 2009 and 2008, respectively, is due to fluctuations in market interest rates and in 2008, includes a gain of approximately $0.4 million recorded for the remaining fair value of the embedded derivatives associated with our 2.50% Exchangeable Senior Subordinated Debentures that we purchased during 2008.

         Loss (gain) on extinguishment of debt was a loss of $2.7 million for the year ended December 31, 2010 and a gain of $50.1 million and $8.8 million for the years ended December 31, 2009 and 2008, respectively. The change in both the years ended December 31, 2010 and 2009 was primarily due to a gain of $50.1 million recorded in 2009 related to the purchase of our senior subordinated notes as further described in "Description of Indebtedness". Additionally, during the year ended December 31, 2010, we recorded a loss on extinguishment of debt of $2.7 million for the write-off of deferred financing fees as a result of the payment of principal on our revolving credit facility and term loans as further described in "Liquidity and Capital Resources".

         Income taxes reflected a provision for (benefit from) income tax of $20.2 million, $13.8 million, and $(222.2) million for the years ended in December 31, 2010, 2009, and 2008, respectively. In 2008, we recorded an impairment charge of $1.0 billion related to our broadcast licenses and goodwill. Our 2008 impairment charge also includes an $8.7 million charge for the write-off of certain broadcast assets that became obsolete as a result of the DTV transition.

        Our recorded provision for income tax of $20.2 million for the year ended December 31, 2010 represents an effective tax rate of 35.7% compared to a provision for income tax of $13.8 million for the year ended December 31, 2009, which represents an effective tax rate of 59.2%. The decrease in the 2010 effective tax rate is primarily due to the one-time impact of various state law changes that occurred in 2009. The increase in the 2009 effective tax rate, as compared to 2008, is primarily due to the impact of various state law changes that occurred during 2009. Additionally, in 2008, our effective tax rate was impacted by the change in our valuation allowance of $39.0 million. This amount was primarily attributable to our 2000 to 2002 net operating losses that more likely than not will not be utilized because of the expiration of the carryforward statute of limitations period.

Results of Discontinued Operations

        Our consolidated financial statements reflect the operations, assets and liabilities of the Banks Broadcasting joint venture station as discontinued for all periods presented. As a result, (loss) income from discontinued operations was $0, $(446) thousand and $23 thousand for the years ended December 31, 2010, 2009 and 2008, respectively. Gain from the sale of discontinued operations was $11 thousand for the year ended December 31, 2009.

        On April 23, 2009, Banks Broadcasting completed the sale of KNIN-TV, a CW affiliate in Boise, for $6.6 million to Journal Broadcast Corporation. As a result of the sale we received, on the basis of our economic interest in Banks Broadcasting, distributions of $0.4 million and $2.6 million during the years ended December 31, 2010 and 2009, respectively. The operating loss for the year ended December 31, 2009 includes an impairment charge of $1.9 million to reduce the carrying value of broadcast licenses to fair

45

---

Table of Contents

value based on the final sale price of KNIN-TV of $6.6 million. Net loss included within discontinued operations for the year ended December 31, 2009 reflects our 50% share of net losses of Banks Broadcasting, net of taxes, through the April 23, 2009 disposal date. As of December 31, 2010, all of the assets of the Banks Broadcasting joint venture have been liquidated.

        The following table presents summarized information for the operations of the Banks Broadcasting joint venture station that was previously included in our historical operating results (in thousands):

Liquidity and Capital Resources

        Our liquidity position depends on our ability to generate cash from operations and from borrowings under our senior secured credit facility. During 2010 and over the next twelve months, our liquidity position has been affected by, and will primarily be affected by, among other things, the following:

•

Repayment and expiration of our senior secured credit facility.   Following the delivery of our year-end financial statements, our credit agreement requires mandatory prepayments of principal of the term loans, as well as a permanent reduction in revolving credit commitments, based on a computation of excess cash flow for the preceding fiscal year. Pursuant to the computation of excess cash flow for 2010, we also expect to make an estimated $3.5 million mandatory principal payment, and our revolving credit commitments will decrease from $76.1 million to approximately $49.0 million. Further, our senior secured credit facility matures on November 4, 2011, at which time the remaining balance of our term loan must be repaid in full, and our revolving credit facility will expire. While we intend to enter into a new credit facility prior to November 4, 2011, if we are unable to do so, the expiration of our current revolving credit facility will result in a substantial decrease in our available liquidity. Further, current conditions in the capital markets may impact our ability to enter into a new credit facility on terms similar to our existing agreement.



•

Economic uncertainty.   Operating cash flow during 2011 will be impacted by the extent to which our local markets and the United States overall experience continued economic recovery during 2011. Local advertising revenues increased 8% for the year ended December 31, 2010 compared to the year ended December 31, 2009, and national advertising revenues increased 18% for the year ended December 31, 2010 compared to the year ended December 31, 2009. Approximately 72% and 81% of our net revenues for the years ended December 31, 2010 and 2009, respectively, were derived from local and national advertising. We anticipate further modest economic recovery during 2011, but there can be no assurance that this will occur.



•

The seasonality of the broadcast business.   Because political advertising revenues are greater in even years, we will experience decreased political advertising revenues in 2011. Political advertising revenues were $49.4 million, $13.2 million and $47.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.



•

Prepayments under our revolving credit facility.   As a result of the increase in operating cash flows during 2010, we made optional prepayments under our revolving credit facility of $55.1 million, net of borrowings, during the twelve months ended December 31, 2010, resulting in an increase in the available capacity of our revolving credit facility from $21.0 million as of December 31, 2009, to $76.1 million as of December 31, 2010.

46

---

Table of Contents

•

Other prepayment and repayment of debt obligations.   As further described below in "Description of Indebtedness", on April 12, 2010 we completed an offering of our 8 ³ / 8 % Senior Notes in an aggregate principal amount of $200.0 million, and used the proceeds of such offering to repay amounts outstanding under our senior secured credit facility. In connection with the offering, we made a mandatory prepayment of principal of $148.9 million and $45.9 million on our revolving credit loans and our term loans, plus accrued interest, respectively, which resulted in a reduction of our revolving credit commitments, from $225.0 million to $76.1 million. Further, as a result of the $45.9 million repayment of principal on our term loans, the mandatory annual principal amortization of term loans was reduced from $15.9 million to $3.3 million.



•

Employee benefit contributions.   We contributed $5.4 million to our pension plan during 2010 and anticipate contributing $5.4 million to our pension plan during 2011. Effective January 1, 2010, we resumed contributions to the 401(k) Plan, whereby we provide a 3% non-elective contribution to all eligible employees. We contributed approximately $3.5 million during 2010 and expect to contribute approximately $3.7 million to our 401(k) Plan during 2011.

Cash Requirements Related to the NBCUniversal Joint Venture

        Our joint venture with NBCUniversal has been adversely impacted by the economic downturn. The joint venture distributed no cash to NBCUniversal and us during the years ended December 31, 2010 and 2009. Although the joint venture distributed cash to NBCUniversal and us in the amount of $13.0 million for the year ended December 31, 2008, the cash distributions during 2008 included nonrecurring cash proceeds of $12.6 million from the sale of broadcast towers.

        In light of the adverse effect of the economic downturn on the joint venture's operating results, in each of the years 2009 and 2010 respectively, we entered into the Original Shortfall Funding Agreement and the 2010 Shortfall Funding Agreement with NBCUniversal, which provided that: i) we and NBCUniversal waived the requirement that the joint venture maintain debt service reserve cash balances of at least $15 million; ii) the joint venture would use a portion of its existing debt service reserve cash balances to fund interest payments on the GECC Note in 2009 and 2010; iii) NBCUniversal agreed to defer its receipt of 2008, 2009, and 2010 management fees; and iv) we agreed that if the joint venture does not have sufficient cash to fund interest payments on the GECC Note through April 1, 2011, we and NBCUniversal would each provide the joint venture with a shortfall loan on the basis of our percentage of economic interest in the joint venture.

        During the year ended December 31, 2010, pursuant to the shortfall funding agreements with NBCUniversal, we made shortfall loans in the aggregate principal amount of $4.1 million to our joint venture, representing our approximate 20% share in cumulative debt service shortfalls at the joint venture. Concurrent with our funding of the shortfall loans, NBCUniversal funded shortfall loans in the aggregate principal amounts of $15.9 million to the joint venture, in respect of its approximate 80% share in the cumulative debt service shortfalls at the joint venture.

        Because of anticipated future cash shortfalls at the joint venture, on March 14, 2011, we and GE entered into the 2011 Shortfall Funding Agreement covering the period from April 2, 2011 through April 1, 2012. Under the terms of the 2011 Shortfall Funding Agreement, we agreed that if the joint venture does not have sufficient cash to fund interest payments on the GECC Note through April 1, 2012, we and GE would each provide the joint venture with a shortfall loan. Any shortfall loans funded by us under the 2011 Shortfall Funding Agreement will be calculated on the basis of our percentage of economic interest in the joint venture, and GE's share of shortfall loans will be calculated on the basis of NBCUniversal's percentage of economic interest in the joint venture. GE's obligation to fund shortfall loans under the 2011 Shortfall Funding Agreement is conditioned upon (a) amendment of the joint venture's Credit Agreement with GECC and the LLC Agreement governing the joint venture's operations, to permit the joint venture to obtain shortfall loans from GE, and (b) receipt of the consent of Comcast

47

---

Table of Contents

Corporation to the terms and conditions on which GE provides its proportionate share of any shortfall; provided that Comcast's consent may not be unreasonably withheld. NBCUniversal has acknowledged and agreed to the terms of the 2011 Shortfall Funding Agreement.

        Under the terms of the joint venture's TV Master Service Agreement with NBCUniversal, management fees incurred by the joint venture to NBCUniversal during the term of the 2011 Shortfall Funding Agreement will continue to accrue, but are not payable if any existing joint venture shortfall loans remain outstanding. Management fees payable in arrears attributable to 2008, 2009, and 2010 are also not payable to NBCUniversal if any existing joint venture shortfall loans remain outstanding.

        We recognize shortfall funding liabilities to the joint venture on our balance sheet when those liabilities become both probable and estimable, which occurs when joint venture management provides us with budget or forecast information of operating cash flows and working capital needs indicating that a debt service shortfall is probable to occur and when we have reached or intend to reach a shortfall funding agreement covering the budgeted or forecasted period. Based on 2011 forecast information provided by joint venture management and our estimate of joint venture cash flows through March 31, 2012, we estimate our share of shortfall funding could be approximately $1.9 million through March 31, 2012. Actual cash shortfalls at the joint venture could vary from our current estimates. Cash shortfalls at the joint venture beyond March 31, 2012 are not currently estimable or probable; therefore, we have not accrued for any potential obligations beyond $1.9 million.

        Our ability to honor our shortfall loan obligations under the Shortfall Funding Agreements is limited by certain covenants contained in our Amended Credit Agreement and the indentures governing our 8 ³ / 8 % senior notes and our 6 ¹ / 2 % senior subordinated notes. Based on the 2011 budget provided by joint venture management, and our forecast of total leverage and consolidated EBITDA during 2011 and 2012, we expect to have the capacity within these restrictions to provide shortfall funding under Shortfall Funding Agreements in proportion to our approximate 20% economic interest in the joint venture through the April 1, 2012 expiration of the 2011 Shortfall Funding Agreement. However, there can be no assurance that we will have the capacity to provide such funding. If we are unable to make payments under the Shortfall Funding Agreements, the joint venture may be unable to fund interest obligations under the GECC Note, resulting in an event of default. In addition, if the joint venture experiences further cash shortfalls beyond April 1, 2012, we may decide to fund such cash shortfalls, or to fund such shortfalls through further loans or equity contributions to the joint venture.

        An event of default under the GECC Note will occur if the joint venture fails to make any scheduled interest payment within 90 days of the date due and payable, or to pay the principal amount on the maturity date. If the joint venture fails to pay interest on the GECC Note, and no shortfall loan to fund the interest payment is made within 90 days of the date due and payable, an event of default would occur and GECC could accelerate the maturity of the entire amount due under the GECC Note. Other than the acceleration of the principal amount upon an event of default, prepayment of the principal of the note is prohibited unless agreed upon by both NBCUniversal and us. Upon an event of default under the GECC Note, GECC's only recourse is to the joint venture, our equity interest in the joint venture and, after exhausting all remedies against the assets of the joint venture and the other equity interests in the joint venture, to LIN TV pursuant to its guarantee of the GECC Note.

        Under the terms of its guarantee of the GECC Note, LIN TV would be required to make a payment for an amount to be determined upon occurrence of the following events: i) there is an event of default; ii) the default is not remedied; and iii) after GECC exhausts all remedies against the assets of the joint venture, the total amount realized upon exercise of those remedies is less than the $815.5 million principal amount of the GECC Note. Upon the occurrence of such events, the amount owed by LIN TV to GECC pursuant to the guarantee would be calculated as the difference between i) the total amount at which the joint venture's assets were sold and ii) the principal amount and any unpaid interest due under the GECC Note. As of December 31, 2010, we estimate the fair value of the television stations in the joint

48

---

Table of Contents

venture to be approximately $254.1 million less than the outstanding balance of the GECC note of $815.5 million.

        Although we believe the probability is remote that there would be an event of default and therefore an acceleration of the principal amount of the GECC Note during 2011, there can be no assurances that such an event of default will not occur. There are no financial or similar covenants in the GECC Note. In addition, since both NBCUniversal and LIN Television have agreed to fund interest payments through April 1, 2011, and GE and LIN Television have agreed to fund interest payments from April 2, 2011 through April 1, 2012, if the joint venture is unable to generate sufficient cash to service interest payments on the GECC Note, NBCUniversal or GE, and LIN Television are able to control the occurrence of a default under the GECC Note.

        We believe that our cash flows from current operations, together with cash on hand, and available borrowings will be sufficient to meet our anticipated cash requirements through the November 4, 2011 expiration of our senior secured credit facility. Beyond the expiration of our senior secured credit facility, we believe that our cash flows from operations, and cash on hand, will be sufficient to meet our anticipated cash requirements, without the need for additional borrowings, through at least March 31, 2012. These cash requirements include working capital, capital expenditures, interest payments, scheduled principal payments, our acquisition of WCWF-TV and certain assets of WBDT-TV, and loans to our joint venture with NBCUniversal pursuant to the Shortfall Funding Agreements. Anticipated cash payments for our debt and related interest are described below.

Contractual Obligations

        The following table summarizes our estimated future contractual cash obligations as of December 31, 2010 (in thousands):

49

---

Table of Contents

        The above table excludes future payments for our defined benefit retirement plans, deferred taxes and executive compensation, with the exception of scheduled deferred compensation payments detailed above, because their future cash outflows are uncertain. Also excluded from the above table are potential interest shortfall payments to our joint venture with NBCUniversal. For additional information regarding our financial commitments as of December 31, 2010 see Note 7—"Long-term Debt", Note 11—"Retirement Plans" and Note 15—"Commitments and Contingencies" to our consolidated financial statements.

Summary of Cash Flows

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

         Net cash provided by operating activities increased $63.0 million to $90.2 million for the year ended December 31, 2010, compared to cash provided by operating activities of $27.2 million for the prior year. The increase was primarily due to an increase in net revenues of $80.6 million, offset by increases of $14.9 million in direct operating and $5.8 million in selling, general and administrative expenses in 2010 compared to 2009.

        Net cash provided by operating activities decreased $56.6 million to $27.2 million for the year ended December 31, 2009, compared to cash provided by operating activities of $83.8 million for the prior year. The decrease was primarily due to a decrease in net revenues of $60.3 million, in addition to amounts paid during the year ended December 31, 2009 of $9.5 million related to a restructuring initiated in 2008.

         Net cash used in investing activities increased $9.3 million to $23.6 million for year ended December 31, 2010, compared to cash used in investing activities of $14.4 million for the prior year. The increase is primarily attributable to an increase in capital expenditures of $7.4 million, shortfall loans of $4.1 million to our joint venture with NBCUniversal, payments of $2.2 million related to our 2006 interest rate hedge and $2.0 million paid to acquire a non-controlling investment in an interactive service provider that hosts our web sites during 2010. These increases were offset by $6.0 million paid under our settlement with 54 Broadcasting and $1.2 million paid for our acquisition of RMM during 2009. For further information on the settlement with 54 Broadcasting see Note 20—"Supplemental Disclosure of Cash Flow Information" to our consolidated financial statements.

        Net cash used in investing activities decreased $10.1 million to $14.4 million for year ended December 31, 2009, compared to cash used in investing activities of $24.5 million for the prior year. The decrease is primarily attributable to a reduction in capital expenditures of $18.3 million, plus net proceeds of $2.6 million received from the sale of KNIN-TV included within discontinued operations, both of which

50

---

Table of Contents

were offset by $6.0 million paid under our settlement with 54 Broadcasting, along with $1.2 million of cash paid for our acquisition of RMM, a transfer from cash and cash equivalents to restricted cash of $2.0 million and $2.6 million of dividends received during 2008 related to our joint venture with NBCUniversal, which were not received during 2009.

         Net cash used in financing activities increased $44.2 million to $66.0 million for the year ended December 31, 2010, compared to cash used in financing activities of $21.9 million for the prior year. The increase was primarily due to an increase in net principal payments on long-term debt when compared to the prior period as a result of the payments of principal on our revolving credit facility and term loans as further described in "Description of Indebtedness".

        Net cash used in financing activities decreased $57.4 million to $21.9 million for the year ended December 31, 2009, compared to cash used in financing activities of $79.3 million for the prior year. The decrease was primarily due to a decrease in principal payments on long-term debt of $138.0 million, offset by a decrease in proceeds from our revolving credit facility of $74.0 million compared to the same period last year.

Description of Indebtedness

        Debt consisted of the following (in thousands):

51

---

Table of Contents

Senior Secured Credit Facility

        The senior secured credit facility includes aggregate revolving credit commitments of $76.1 million and an outstanding term loan of $9.6 million as of December 31, 2010.

        The senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. During 2010, in connection with the offering of the Senior Notes we repaid $148.9 million of principal on our revolving credit facility and $45.9 million of principal on our term loans, plus accrued interest, pursuant to the mandatory prepayment terms of our senior secured credit facility.

        On an annual basis following the delivery of our year-end financial statements, the Amended Credit Agreement governing the senior secured credit facility requires mandatory prepayments of principal of the term loans, as well as a permanent reduction in revolving credit commitments, based on a computation of excess cash flow for the preceding fiscal year, as more fully set forth in the Amended Credit Agreement. Following the issuance of this report, pursuant to the computation of excess cash flow for 2010, we expect to make an estimated $3.5 million mandatory principal payment, and our revolving credit commitments will decrease from $76.1 million to approximately $49.0 million. In addition, the Amended Credit Agreement restricts the use of proceeds from asset sales or from the issuance of debt (with the result that such proceeds, subject to certain exceptions, must be used for mandatory prepayments of principal and permanent reductions in revolving credit commitments), and includes a cash ceiling, which requires that LIN Television utilize unrestricted cash and cash equivalent balances in excess of $12.5 million to prepay principal amounts outstanding, but not permanently reduce capacity, under our revolving credit facility.

        Borrowings under our senior secured credit facility bear an interest rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus ¹ / 2 of 1 percent, or (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin rate of 3.750% or 2.750% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee of 0.50% depending on our consolidated leverage ratio.

        Our revolving credit facility may be used for working capital and general corporate purposes.

        The following table summarizes certain key terms of our senior secured credit facility (in thousands):

52

---

Table of Contents

        The senior secured credit facility also contains provisions that prohibit any modification of the indentures governing our senior subordinated notes in any manner adverse to the lenders and that limits our ability to refinance or otherwise prepay our senior subordinated notes without the consent of such lenders.

8 ³ / 8 % Senior Notes

        The Senior Notes are unsecured and rank subordinated to senior secured indebtedness, including our senior secured credit facility, equally in right of payment with all senior unsecured indebtedness and senior to all subordinated indebtedness, including our 6 ¹ / 2 % Senior Subordinated Notes and 6 ¹ / 2 % Senior Subordinated Notes—Class B.

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

6 ¹ / 2 % Senior Subordinated Notes and 6 ¹ / 2 % Senior Subordinated Notes—Class B

        The 6 ¹ / 2 % Senior Subordinated Notes and 6 ¹ / 2 % Senior Subordinated Notes—Class B are unsecured and are subordinated in right of payment to all senior indebtedness, including our senior secured credit facility and our 8 ³ / 8 % Senior Notes.

        The indentures governing the 6 ¹ / 2 % Senior Subordinated Notes and 6 ¹ / 2 % Senior Subordinated Notes—Class B contain covenants limiting, among other things, the incurrence of additional indebtedness and issuance of capital stock; layering of indebtedness; the payment of dividends on, and redemption of, our capital stock; liens; mergers, consolidations and sales of all or substantially all of our assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates. The indentures also have change of control provisions which may require our Company to purchase all or a portion of each of the 6 ¹ / 2 % Senior Subordinated Notes and the 6 ¹ / 2 % Senior Subordinated Notes—Class B at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest. The 6 ¹ / 2 % Senior Subordinated Notes and the 6 ¹ / 2 % Senior Subordinated Notes—Class B have certain limitations and financial penalties for early redemption of the notes.

53

---

Table of Contents

        During 2008, we commenced a plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to purchase a portion of our 6 ¹ / 2 % Senior Subordinated Notes and 6 ¹ / 2 % Senior Subordinated Notes—Class B at market prices using available balances under our revolving credit facility and available cash balances. During the years ended December 31, 2009 and 2008, we purchased a total principal amount of $79.7 million and $19.4 million, respectively, of our 6 ¹ / 2 % Senior Subordinated Notes and $42.0 million and $6.7 million, respectively, of our 6 ¹ / 2 % Senior Subordinated Notes—Class B under this plan. The total purchase price for the transactions during the years ended December 31, 2009 and 2008 was $68.4 million and $12.3 million, respectively, resulting in a gain on extinguishment of debt of $50.1 million and $13.8 million, respectively. Additionally, we recorded a charge for the write-off of deferred financing fees and discount related to the notes during the years ended December 31, 2009 and 2008 of $3.2 million and $0.5 million, respectively.

RMM Notes

        In connection with the acquisition of RMM as further described in Note 2—"Acquisitions" to our consolidated financial statements, LIN Television issued a $2.0 million unsecured promissory note to McCombs Family Partners, Ltd. (the "LIN-RMM Note") and a subsidiary of LIN Television also assumed $1.7 million of RMM's existing secured indebtedness to McCombs Family Partners, Ltd. (the "RMM Note") and a $1.0 million unsecured promissory note to a financial institution (the "RMM Bank Note"). During 2010, we paid each of these notes in full.

        The following table summarizes the material terms of each of these notes:

Repayment of Principal

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

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

54

---

Table of Contents