##### Table of Contents



ý
    
    Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2007
 Commission file number: 001-31311
    
    Commission file number: 000-25206LIN TV Corp.
    
    LIN Television Corporation(Exact name of registrant as
    
    (Exact name of registrant asspecified in its charter)
    
    specified in its charter)Delaware
    
    Delaware(State or other jurisdiction of
    
    (State or other jurisdiction ofincorporation or organization)
    
    incorporation or organization)05-0501252
    
    13-3581627(I.R.S. Employer
    
    (I.R.S. EmployerIdentification No.)
    
    Identification No.)
 Four Richmond Square, Suite 200, Providence, Rhode Island 02906
 þ o
 o þ o
 o þ




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##### 



Table of Contents
 Part I. Financial InformationItem 1. Unaudited Financial Statements of LIN TV Corp.Condensed Consolidated Balance Sheets
    
    
    2Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6(See separate index for financial statements of LIN Television Corporation)Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    40Item 4. Controls and Procedures
    
    
    41Part II. Other InformationItem 1. Legal Proceedings
    
    
    42Item 1A. Risk Factors
    
    
    42Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    42Item 3. Defaults Upon Senior Securities
    
    
    42Item 4. Submission of Matters to a Vote of Security Holders
    
    
    42Item 5. Other Information
    
    
    42Item 6. Exhibits
    
    
    43Signature Page
    
    
    44Certification Pursuant to Section 302 of the CEO of LIN TV CorpCertification Pursuant to Section 302 of the CFO of LIN TV CorpCertification Pursuant to Section 302 of the CEO of LIN Television CorpCertification Pursuant to Section 302 of the CFO of LIN Television CorpCertification Pursuant to Section 906 of the CEO & CFO of LIN TV CorpCertification Pursuant to Section 906 of CEO & CFO of LIN Television Corp




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 LIN TV Corp.
 
 Condensed Consolidated Balance Sheets
 September 30,

    
    December 31,2007

    
    2006(in thousands, except share data)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,677
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,195; 2006 - $1,208)
    
    
    87,988
    
    
    
    90,576Program rights
    
    
    5,545
    
    
    
    18,139Assets held for sale
    
    
    353
    
    
    
    20,176Other current assets
    
    
    4,214
    
    
    
    2,963Total current assets
    
    
    130,777
    
    
    
    137,939Property and equipment, net
    
    
    182,339
    
    
    
    199,154Deferred financing costs
    
    
    15,321
    
    
    
    17,717Equity investments
    
    
    60,897
    
    
    
    62,744Program rights
    
    
    6,671
    
    
    
    12,065Goodwill
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,025,742
    
    
    
    1,041,153Assets held for sale
    
    
    9,480
    
    
    
    105,989Other assets
    
    
    14,726
    
    
    
    16,113Total assets
    
    $
    1,980,868
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    28,500
    
    
    $
    10,313Accounts payable
    
    
    5,618
    
    
    
    16,099Accrued compensation
    
    
    6,174
    
    
    
    11,379Accrued interest expense
    
    
    15,175
    
    
    
    5,144Accrued contract costs
    
    
    5,149
    
    
    
    5,339Other accrued expenses
    
    
    15,901
    
    
    
    17,201Program obligations
    
    
    11,950
    
    
    
    25,939Liabilities held for sale
    
    
    577
    
    
    
    12,933Total current liabilities
    
    
    89,044
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    837,873
    
    
    
    936,485Deferred income taxes, net
    
    
    361,422
    
    
    
    361,980Program obligations
    
    
    13,209
    
    
    
    16,836Liabilities held for sale
    
    
    212
    
    
    
    2,162Other liabilities
    
    
    47,525
    
    
    
    105,284Total liabilities
    
    
    1,349,285
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at September 30, 2007 and December 31, 2006
    
    
    9,735
    
    
    
    10,031Stockholders equity:Class A common stock, $0.01 par value, 100,000,000 shares authorized,
29,113,773 shares at September 30, 2007 and 29,053,302 shares at
December 31, 2006, respectively, issued and outstanding
    
    
    292
    
    
    
    290Class B common stock, $0.01 par value, 50,000,000 shares authorized,
23,502,059 shares at September 30, 2007 and December 31, 2006,
issued and outstanding; convertible into an equal number
of shares of Class A or Class C common stock
    
    
    235
    
    
    
    235Class C common stock, $0.01 par value, 50,000,000 shares authorized,
2 shares at September 30, 2007 and December 31, 2006, respectively,
issued and outstanding; convertible into an equal number of shares of Class A common stock
    
    
   -
    
    
    
   -Treasury stock, 1,806,428 shares of Class A common stock
at September 30, 2007 and December 31, 2006, at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,093,940
    
    
    
    1,087,396Accumulated deficit
    
    
    (436,429
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (18,185
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    621,848
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,980,868
    
    
    $
    2,125,846
  2




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##### Table of Contents



LIN TV Corp.
 
 Condensed Consolidated Statements of Operations
 (unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,

    
    September 30,2007

    
    2006

    
    2007

    
    2006(in thousands, except per share data)Net revenues
    
    $
    93,740
    
    
    $
    102,398
    
    
    $
    287,297
    
    
    $
    292,815Operating costs and expenses:Direct operating (excluding depreciation of $6.9 million and
$8.8 million for the three months ended September 30, 2007
and 2006, respectively, and $23.1 million and $27.1 million
for the nine months ended September 30, 2007 and 2006,
respectively)
    
    
    28,889
    
    
    
    27,983
    
    
    
    86,042
    
    
    
    82,627Selling, general and administrative
    
    
    27,050
    
    
    
    30,410
    
    
    
    84,489
    
    
    
    88,361Amortization of program rights
    
    
    6,382
    
    
    
    6,112
    
    
    
    18,526
    
    
    
    18,502Corporate
    
    
    5,848
    
    
    
    6,075
    
    
    
    16,383
    
    
    
    24,331Depreciation and amortization of intangible assets
    
    
    7,399
    
    
    
    8,760
    
    
    
    24,757
    
    
    
    27,771Impairment of intangible assets and goodwill
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    318,071Restructuring benefit
    
    
    (165
    )
    
    
   -
    
    
    
    (74
    )
    
    
   -Total operating costs and expenses
    
    
    75,403
    
    
    
    79,340
    
    
    
    230,123
    
    
    
    559,663Operating income (loss)
    
    
    18,337
    
    
    
    23,058
    
    
    
    57,174
    
    
    
    (266,848
    )Other expense (income):Interest expense, net
    
    
    15,567
    
    
    
    18,274
    
    
    
    49,213
    
    
    
    52,408Share of income in equity investments
    
    
    (420
    )
    
    
    (696
    )
    
    
    (1,172
    )
    
    
    (1,705
    )Gain on derivative instruments
    
    
    (1,384
    )
    
    
    (1,446
    )
    
    
    (918
    )
    
    
    (954
    )Loss on extinguishment of debt
    
    
   -
    
    
    
   -
    
    
    
    551
    
    
    
   -Other, net
    
    
    839
    
    
    
    (279
    )
    
    
    1,276
    
    
    
    4,652Total other expense, net
    
    
    14,602
    
    
    
    15,853
    
    
    
    48,950
    
    
    
    54,401Income (loss) from continuing operations before provision for
(benefit from) income taxes
    
    
    3,735
    
    
    
    7,205
    
    
    
    8,224
    
    
    
    (321,249
    )Provision for (benefit from) income taxes
    
    
    1,177
    
    
    
    3,501
    
    
    
    3,155
    
    
    
    (87,637
    )Income (loss) from continuing operations
    
    
    2,558
    
    
    
    3,704
    
    
    
    5,069
    
    
    
    (233,612
    )Discontinued operations:(Loss) income from discontinued operations, net of provision
for (benefit from) income taxes of $0.1 million and $0.0
million for the three months ended September 30, 2007 and
2006, respectively and $(0.3) million and $(1.0) million for
the nine months ended September 30, 2007 and 2006,
respectively
    
    
    (324
    )
    
    
    149
    
    
    
    (1,256
    )
    
    
    (11,211
    )(Loss) gain from the sale of discontinued operations, net of benefit
from income taxes of $0.4 million and $2.6 for the three and
nine months ended September 30, 2007
    
    
    (501
    )
    
    
   -
    
    
    
    22,166
    
    
    
   -Net income (loss)
    
    $
    1,733
    
    
    $
    3,853
    
    
    $
    25,979
    
    
    $
    (244,823
    )Basic income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.10
    
    
    $
    (4.76
    )Loss from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
   -
    
    
    
    (0.03
    )
    
    
    (0.23
    )(Loss) gain from the sale of discontinued operations, net of
tax
    
    
    (0.01
    )
    
    
   -
    
    
    
    0.46
    
    
    
   -Net income (loss)
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.53
    
    
    $
    (4.99
    )Weightedaverage number of common shares outstanding
used in calculating basic income (loss) per common share
    
    
    49,687
    
    
    
    48,944
    
    
    
    49,300
    
    
    
    49,049Diluted income (loss) per common share:Income (loss) from continuing operations
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    (4.76
    )Loss from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
   -
    
    
    
    (0.02
    )
    
    
    (0.23
    )(Loss) gain from the sale of discontinued operations, net of
tax
    
    
    (0.01
    )
    
    
   -
    
    
    
    0.40
    
    
    
   -Net income (loss)
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.49
    
    
    $
    (4.99
    )Weightedaverage number of common shares outstanding
used in calculating diluted income (loss) per common share
    
    
    51,232
    
    
    
    48,999
    
    
    
    54,792
    
    
    
    49,049
  3




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##### Table of Contents



LIN TV CORP.
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
 (unaudited)
 AccumulatedCommon Stock
    
    
    Treasury
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalClass A
    
    
    Class B
    
    
    Class C
    
    
    Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    (at cost)
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)(in thousands, except for share data)Balance at December 31, 2006
    
    
    29,053,302
    
    
    $
    290
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
   -
    
    
    $
    (18,005
    )
    
    $
    1,087,396
    
    
    $
    (462,408
    )
    
    $
    (18,787
    )
    
    $
    588,721
    
    
    $
    (233,797
    )Amortization of prior service cost, net of tax
and discontinued operations
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    (10
    )
    
    
    (10
    )
    
    
    (10
    )Amortization of net loss, net of tax and
discontinued operations
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    640
    
    
    
    640
    
    
    
    640Unrealized loss on cash flow hedges net of tax
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    (447
    )
    
    
    (447
    )
    
    
    (447
    )Recognition
of accumulated benefit obligation
for discontinued operations
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    419
    
    
    
    419
    
    
    
    419Exercises of stock options and phantom stock units
and employee stock purchase plan issuances
    
    
    157,129
    
    
    
    2
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    1,746
    
    
    
   -
    
    
    
   -
    
    
    
    1,748Stock-based compensation
    
    
    (96,658
    )
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    4,798
    
    
    
   -
    
    
    
   -
    
    
    
    4,798Net income
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    25,979
    
    
    
   -
    
    
    
    25,979
    
    
    
    25,979Comprehensive income - 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,581Balance at September 30, 2007
    
    
    29,113,773
    
    
    $
    292
    
    
    
    23,502,059
    
    
    $
    235
    
    
    
    2
    
    
    $
   -
    
    
    $
    (18,005
    )
    
    $
    1,093,940
    
    
    $
    (436,429
    )
    
    $
    (18,185
    )
    
    $
    621,848
  4




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##### Table of Contents



LIN TV Corp.
 
 Condensed Consolidated Statements of Cash Flows
 (unaudited)
 Nine months ended September 30,2007
    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
     $
    25,979
    
    
    $
    (244,823
    )Loss from discontinued operations
    
    
    1,256
    
    
    
    11,211Gain from sale of discontinued operations
    
    
    (22,166
    )
    
    
   -Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Depreciation and amortization of intangible assets
    
    
    24,757
    
    
    
    27,771Amortization of financing costs and note discounts
    
    
    6,420
    
    
    
    6,495Amortization of program rights
    
    
    18,526
    
    
    
    18,502Program payments
    
    
    (20,745
    )
    
    
    (18,687
    )Gain on derivative instruments
    
    
    (918
    )
    
    
    (954
    )Impairment of intangible assets and goodwill
    
    
   -
    
    
    
    318,071Loss on extinguishment of debt
    
    
    551
    
    
    
    -Share of income in equity investments
    
    
    (1,172
    )
    
    
    (1,705
    )Deferred income taxes, net
    
    
    6,916
    
    
    
    (87,184
    )Stock-based compensation
    
    
    4,488
    
    
    
    7,076Other, net
    
    
    1,168
    
    
    
    1,110Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    2,575
    
    
    
    (8,840
    )Other assets
    
    
    275
    
    
    
    (1,304
    )Accounts payable
    
    
    (10,433
    )
    
    
    2,738Accrued interest payable
    
    
    10,031
    
    
    
    9,066Other accrued expenses
    
    
    (6,209
    )
    
    
    10,569Net cash provided by operating activities, continuing operations
    
    
    41,299
    
    
    
    49,112Net cash (used in) provided by operating activities, discontinued operations
    
    
    (14,342
    )
    
    
    5,719Net cash provided by operating activities
    
    
    26,957
    
    
    
    54,231INVESTING ACTIVITIES:Capital expenditures
    
    
    (9,074
    )
    
    
    (8,789
    )Distributions from equity investments
    
    
    2,806
    
    
    
    3,871Payments for business combinations, net of cash acquired
    
    
    (52,265
    )
    
    
    (3,003
    )Acquisition of broadcast licenses
    
    
   -
    
    
    
    37Deposit on acquisition of business
    
    
   -
    
    
    
    (2,750
    )USDTV investment and other investments, net
    
    
    (605
    )
    
    
    (2,341
    )Net cash used in investing activities, continuing operations
    
    
    (59,138
    )
    
    
    (12,975
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    135,781
    
    
    
    (595
    )Net cash provided by (used in) investing activities
    
    
    76,643
    
    
    
    (13,570
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    1,748
    
    
    
    550Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
   -Principal payments on long-term debt
    
    
    (145,000
    )
    
    
    (20,000
    )Cash expenses associated with early extinguishment of debt
    
    
   -
    
    
    
    (124
    )Treasury stock purchased
    
    
   -
    
    
    
    (13,228
    )Net cash used in financing activities, continuing operations
    
    
    (83,252
    )
    
    
    (32,802
    )Net cash used in financing activities
    
    
    (83,252
    )
    
    
    (32,802
    )Net increase in cash and cash equivalents
    
    
    20,348
    
    
    
    7,859Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    32,677
    
    
    
    18,994Less cash and cash equivalents from discontinued operations, end of the period
    
    
   -
    
    
    
    6,292Cash and cash equivalents from continuing operations, end of the period
    
     $
    32,677
    
    
     $
    12,702
  5




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##### Table of Contents



LIN TV Corp.
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        6




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 2  Acquisitions
 KASA-TV Station Acquisition
   Acquisition Reserves
  7




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    September 30,Acquisition Date
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    
    2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    24
    
    
    
    -
    
    
    $
    112Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    157
    
    
    
    -
    
    
    
    138Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    831
    
    
    
    (413
    )(1)
    
    
    4,913$
    6,588
    
    
    $
    1,012
    
    
    $
    (413
    )
    
    $
    5,163
 
 (1)
    
    Represents the adjustment to write off a) the outstanding reserve for operating agreement
payments for our traffic system upon conversion to a new traffic system and b) other
transactional costs related to the acquisition. Pro-Forma
  Three months ended
    
    
    Nine months endedSeptember 30, 2006

    
    September 30, 2006Net revenues
    
    $
    105,591
    
    
    $
    302,628Operating income (loss)
    
    
    23,329
    
    
    
    (266,158
    )Income (loss) from continuing operations
    
    
    3,357
    
    
    
    (234,855
    )Income (loss) from discontinued operations
    
    
    149
    
    
    
    (11,211
    )Net income (loss)
    
    $
    3,506
    
    
    $
    (246,065
    )Basic net
income (loss) per common share, pro-forma:Income (loss) from continuing operations
    
    $
    0.07
    
    
    $
    (4.79
    )Income (loss) from discontinued operations
    
    
    -
    
    
    
    (0.23
    )Net income (loss)
    
    $
    0.07
    
    
    $
    (5.02
    )Weighted-average number of common shares outstanding
    
    
    48,944
    
    
    
    49,049Diluted
net income (loss) per common share, pro-forma:Income (loss) from continuing operations
    
    $
    0.07
    
    
    $
    (4.79
    )Income (loss) from discontinued operations
    
    
    -
    
    
    
    (0.23
    )Net income (loss)
    
    $
    0.07
    
    
    $
    (5.02
    )Weighted-average number of common shares outstanding
    
    
    48,999
    
    
    
    49,049
 8




---



##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 3  Discontinued Operations
  Banks Broadcasting
    Puerto
Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
   9




---



##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 September 30,
    
    
    December 31,2007

    
    2006Banks Broadcasting
    
    
    Puerto RicoCash
    
    $
    -
    
    
    $
    6,244Accounts receivable
    
    
    -
    
    
    
    7,567Program rights
    
    
    336
    
    
    
    4,192Other current assets
    
    
    17
    
    
    
    2,173Total current assets
    
    
    353
    
    
    
    20,176Property and equipment, net
    
    
    731
    
    
    
    29,130Program rights
    
    
    204
    
    
    
    3,979Goodwill
    
    
    -
    
    
    
    4,828Intangible assets, net
    
    
    8,545
    
    
    
    68,052Total assets
    
    $
    9,833
    
    
    $
    126,165Accounts payable
    
    $
    29
    
    
    $
    933Accrued sales volume
    
    
    -
    
    
    
    4,018Other accrued expenses
    
    
    208
    
    
    
    3,826Program obligations
    
    
    340
    
    
    
    4,156Total current liabilities
    
    
    577
    
    
    
    12,933Program obligations
    
    
    212
    
    
    
    1,247Other liabilities
    
    
    -
    
    
    
    915Total liabilities
    
    $
    789
    
    
    $
    15,095
  Three months ended September 30,2007

    
    2006Banks
    
    
    
    
    
    
    
    
    BanksPuerto Rico
    
    Broadcasting
    
    Total
    
    Puerto Rico
    
    Broadcasting
    
    TotalNet revenues
    
    $
    -
    
    
    $
    841
    
    
    $
    841
    
    
    $
    12,015
    
    
    $
    1,340
    
    
    $
    13,355Operating
(loss) income
    
    
    -
    
    
    
    (408
    )
    
    
    (408
    )
    
    
    357
    
    
    
    (380
    )
    
    
    (23
    )Net (loss) income
    
    
    -
    
    
    
    (324
    )
    
    
    (324
    )
    
    
    512
    
    
    
    (363
    )
    
    
    149
 Nine months ended September 30,2007

    
    2006Banks
    
    
    
    
    
    
    
    
    BanksPuerto Rico

    
    Broadcasting

    
    Total

    
    Puerto Rico

    
    Broadcasting

    
    TotalNet revenues
    
    $
    9,868
    
    
    $
    3,671
    
    
    $
    13,539
    
    
    $
    34,985
    
    
    $
    4,172
    
    
    $
    39,157Operating income (loss)
    
    
    1,094
    
    
    
    (834
    )
    
    
    260
    
    
    
    232
    
    
    
    (16,609
    )
    
    
    (16,377
    )Net (loss) income
    
    
    (368
    )
    
    
    (888
    )
    
    
    (1,256
    )
    
    
    (1,609
    )
    
    
    (9,602
    )
    
    
    (11,211
    )
 10




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 4  Investments
  September 30,
    
    
    December 31,2007
    
    2006NBC Universal joint venture
    
    $
    54,739
    
    
    $
    55,413WAND(TV) Partnership
    
    
    6,029
    
    
    
    6,831Other
    
    
    129
    
    
    
    500$
    60,897
    
    
    $
    62,744
 Joint Venture with NBC Universal
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007

    
    2006

    
    2007

    
    2006Revenue
    
    $
    18,738

    
    $
    19,360
    
    
    $
    55,984
    
    
    $
    67,207Other expense, net
    
    
    16,310

    
    
    16,301
    
    
    
    49,292
    
    
    
    49,154Net income
    
    $
    2,428

    
    $
    3,059
    
    
    $
    6,692
    
    
    $
    18,053September 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    17,774
    
    
    $
    11,860Non-current assets
    
    
    224,457
    
    
    
    233,861Current liabilities
    
    
    544
    
    
    
    725Non-current liabilities
    
    
    815,500
    
    
    
    815,500
  WAND(TV) Partnership:
 11




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    
    Nine months endedSeptember
30,

    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,431
    
    
    $
    1,424
    
    
    $
    4,503
    
    
    $
    5,240Operating income (loss) (1)
    
    
    26
    
    
    
    (819
    )
    
    
    358
    
    
    
    (6,940
    )Net loss (income)
    
    
    (226
    )
    
    
    284
    
    
    
    (307
    )
    
    
    (5,828
    )September 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    2,574
    
    
    $
    4,723Non-current assets
    
    
    13,886
    
    
    
    13,992Current liabilities
    
    
    2,455
    
    
    
    2,296Non-current liabilities
    
    
    -
    
    
    
    -
 
 (1)
    
    For the nine months ended September 30, 2006, includes an impairment charge of $5.9 million relating to the broadcast license of
WAND(TV) in the second quarter of 2006. Note 5  Intangible Assets
  12




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 EstimatedRemainingUseful Life
    
    
    September 30,
    
    
    December 31,(Years)

    
    2007

    
    2006Amortized Intangible Assets:LMA purchase options
    
    
    1
    
    
    $
    5,124
    
    
    $
    5,124Network affiliations
    
    
    1
    
    
    
    1,753
    
    
    
    1,753Other intangible assets
    
    
    2
    (1)
    
    
    5,979
    
    
    
    5,964Accumulated amortization
    
    
    
    
    
    
    (11,094
    )
    
    
    (9,424
    )1,762
    
    
    
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,023,980
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,9721,558,895
    
    
    
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,025,742
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,560,657
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted-average life.   October 1, toDecember 31,
    
    
    Year ending December 31,There-2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    after
    
    
    TotalAmortization expense
    
    $
    380
    
    
    $
    264
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    835
    
    
    $
    1,762
  13




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Note 6  Debt
  September 30,
    
    
    December 31,2007

    
    2006Credit Facility
    
    $
    190,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,994 and
$12,411 at September 30, 2007 and
December 31, 2006, respectively)
    
    
    179,006
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $2,633 and $5,791 at September 30,
2007 and December 31, 2006, respectively)
    
    
    122,367
    
    
    
    119,209Total debt
    
    
    866,373
    
    
    
    946,798Less current portion
    
    
    28,500
    
    
    
    10,313Total long-term debt
    
    $
    837,873
    
    
    $
    936,485
  Note 7  Stock-Based Compensation
  14




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 8 Comprehensive Income (Loss)
   Unfunded
    
    
    UnrealizedProjected
    
    
    (Loss)Benefit
    
    
    onObligation
    
    
    Derivatives(Net of Tax)
    
    
    (Net of Tax)
    
    
    TotalBalance as of December 31, 2006
    
    $
    (18,150)
    
    
    $
    (637)
    
    
    $
    (18,787)Changes during the period, net of tax
    
    
    1,049
    
    
    
    (447)
    
    
    
    602Balance as of September 30, 2007
    
    $
    (17,101)
    
    
    $
    (1,084)
    
    
    $
    (18,185)
 15




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    1,733
    
    
    $
    3,853
    
    
    $
    25,979
    
    
    $
    (244,823
    )Other comprehensive (loss) income:Net
periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    28
    
    
    
    -
    
    
    
    380
    
    
    
    -Tax effect
    
    
    (9
    )
    
    
    -
    
    
    
    (100
    )
    
    
    -Amortization of prior service cost, net of tax
    
    
    19
    
    
    
    -
    
    
    
    280
    
    
    
    -Amortization of net loss
    
    
    285
    
    
    
    -
    
    
    
    1,043
    
    
    
    -Tax effect
    
    
    (97
    )
    
    
    -
    
    
    
    (274
    )
    
    
    -Amortization of net loss, net of tax
    
    
    188
    
    
    
    -
    
    
    
    769
    
    
    
    -Unrealized
loss (gain) on cash flow hedges (Note 9):Unrealized
loss (gain) on cash flow hedges:
    
    
    (1,777
    )
    
    
    (1,973
    )
    
    
    (751
    )
    
    
    (1,251
    )Tax effect
    
    
    709
    
    
    
    782
    
    
    
    304
    
    
    
    496Unrealized
loss (gain) on cash flow hedges, net of tax
    
    
    (1,068
    )
    
    
    (1,191
    )
    
    
    (447
    )
    
    
    (755
    )Total comprehensive income (loss)
    
    $
    872
    
    
    $
    2,662
    
    
    $
    26,581
    
    
    $
    (245,578
    )
 Note 9  Derivative Financial Instruments
  16




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Note 10 Retirement Plans
 401(k) Plan
  Retirement Plans
  17




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    575
    
    
    $
    625
    
    
    $
    1,675
    
    
    $
    1,875Interest cost
    
    
    1,500
    
    
    
    1,400
    
    
    
    4,500
    
    
    
    4,200Expected return on plan assets
    
    
    (1,550)
    
    
    
    (1,475)
    
    
    
    (4,650)
    
    
    
    (4,425)Amortization of prior service cost
    
    
    25
    
    
    
    30
    
    
    
    75
    
    
    
    90Amortization of net loss
    
    
    300
    
    
    
    320
    
    
    
    950
    
    
    
    960Net periodic benefit cost
    
    $
    850
    
    
    $
    900
    
    
    $
    2,550
    
    
    $
    2,700
   Note 11  Income Taxes
   18




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 12 Income (Loss) Per Share
   19




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator for income (loss) per common share
calculation:Income (loss) available to common shareholders from
continuing operations, basic
    
    $
    2,558
    
    
    $
    3,704
    
    
    $
    5,069
    
    
    $
    (233,612
    )Interest expense on contingently convertible debt, net
of tax
    
    
    
    
    
    
    
    
    
    
    1,541
    
    
    
    Derivative gain, net of tax
    
    
    
    
    
    
    
    
    
    
    (597
    )
    
    
    Income (loss) available to common shareholders from
continuing operations, diluted
    
    
    2,558
    
    
    
    3,704
    
    
    
    6,013
    
    
    
    (233,612
    )(Loss) income available to common shareholders from
discontinued operations, basic and diluted
    
    
    (825
    )
    
    
    149
    
    
    
    20,910
    
    
    
    (11,211
    )Net income (loss) available to common shareholders,
diluted
    
    $
    1,733
    
    
    $
    3,853
    
    
    $
    26,923
    
    
    $
    (244,823
    )Denominator for income (loss) per common share
calculation:Weighted-average common shares, basic
    
    
    49,687
    
    
    
    48,944
    
    
    
    49,300
    
    
    
    49,049Effect of dilutive securities:Stock options and restricted stock
    
    
    1,545
    
    
    
    55
    
    
    
    2,139
    
    
    
    Contingent convertible debt
    
    
    
    
    
    
    
    
    
    
    3,353
    
    
    
    Weighted-average common shares, diluted
    
    
    51,232
    
    
    
    48,999
    
    
    
    54,792
    
    
    
    49,049Basic income (loss) per common share:Continuing operations
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.10
    
    
    $
    (4.76
    )Discontinued operations
    
    
    (0.02
    )
    
    
    0.00
    
    
    
    0.43
    
    
    
    (0.23
    )$
    0.03
    
    
    $
    0.08
    
    
    $
    0.53
    
    
    $
    (4.99
    )Diluted income (loss) per common shareContinuing operations
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    (4.76
    )Discontinued operations
    
    
    (0.02
    )
    
    
    0.00
    
    
    
    0.38
    
    
    
    (0.23
    )$
    0.03
    
    
    $
    0.08
    
    
    $
    0.49
    
    
    $
    (4.99
    )
 20




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 13  Restructuring Benefit
    Nine months ended September 30, 2007Balance as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    September2006
    
    
    
    
    
    
    
    

    
    
    


    30, 2007Severance and related
    
    $
    (3,982)
    
    
    $
    (388)
    
    
    $
    4,056
    
    
    $
    314
    
    
    $
    0Contractual and other
    
    
    (269)
    
    
    
    -
    
    
    
    192
    
    
    
    
    
    
    
    (77)Total
    
    $
    (4,251)
    
    
    $
    (388)
    
    
    $
    4,248
    
    
    $
    314
    
    
    $
    (77)
 
 (1)
    
    Adjustment to restructuring reserve liability for employees
for which severance costs will not be paid as they transferred to other
employment opportunities within our Company. Note 14 Contingencies
 GECC Note
  21




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  
    
    GECC could force us to sell the stock of LIN Television held by us to satisfy outstanding
amounts under the GECC Note;
    
    if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note,
it could cause an acceleration of our credit facility and other outstanding indebtedness; or
    
    if the GECC Note is prepaid because of an acceleration on default or otherwise, or if the
note is repaid at maturity, our Company may incur a substantial tax liability.
  Note 15  Share Repurchase Program
  22




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##### Table of Contents



LIN TV Corp.
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 16  Recent Accounting Pronouncements
   Note
17  Other Information
  
 23




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Special Note About Forward-Looking Statements
  
    
    volatility and changes in our advertising revenues and in our domestic advertising market;
    
    restrictions on our operations due to, and the effect of, our significant indebtedness;
    
    effects of complying with accounting standards, including with respect to the treatment of
our intangible assets;
    
    increases in our cost of borrowings or unavailability of additional debt or
equity capital;
    
    increased competition, including from newer forms of entertainment and entertainment media,
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 such as
additional expenditures related to the transition to digital broadcasting;
    
    effects of our control relationships, including the control that Hicks Muse 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;
    
    adverse changes in the national or local economies in which our stations operate;
 24




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 
    
    further consolidation of national and local advertisers;
    
    global or local events that could disrupt television broadcasting;
    
    risks associated with acquisitions including integration of our acquired station businesses;
    
    changes in TV viewing patterns, ratings and commercial viewing measurement;
    
    the execution and timing of retransmission consent agreements relating to our digital revenues;
    
    changes in our television network affiliation agreements; and
    
    seasonality of the broadcast business due primarily to political advertising in even years.
  Executive Summary
   
    
    Net revenues decreased 2% compared to prior year primarily
due to reduced political revenue and national
airtime sales, offset by increases in revenues from the KASA-TV Acquisition,
digital revenues and local airtime sales.
    
    Operating costs decreased 59% as compared to last year as a result of;
 o
    
    a 2006 second quarter impairment charge of $318.1 million, comprised of a broadcast license
impairment charge of $222.8 million and a goodwill impairment charge of $95.3 million,o
    
    2006 second quarter severance costs related to the retirement of our former Chief Executive
Officer of $7.1 million,o
    
    reduced depreciation and amortization expenses during 2007 of
approximately $3.0 million due to short-lived intangible assets
that became fully amortized in 2006, offset byo
    
    increased costs of approximately $4.0 million in 2007 as a result of the KASA-TV Acquisition.
 
    
    On February 22, 2007 we completed the KASA-TV Acquisition for a total purchase price of
$55.0 million in cash.
    
    On March 30, 2007 we completed the sale of the Puerto
Rico operations for a total sales
price of $131.9 million in cash.
    
    We repaid a total of $85.0 million of our term loans during the nine months ended September
30, 2007.
    
    On July 19, 2007, Banks Broadcasting sold the operating assets, including the broadcast
license, of KSCW-TV, a CW affiliate in Wichita, to Sunflower Broadcasting, Inc. for $6.8 million,
of which $5.4 million was paid in cash at the closing and the remaining $1.4 million is being held
in escrow pending satisfaction of certain indemnification obligations. Our third quarter condensed
consolidated operating results include a $0.5 million loss from the sale of KSCW-TV, net of an
income tax benefit of $0.4 million. The carrying amounts of assets and liabilities for the
remaining Banks Broadcasting station, KNIN-TV, are segregated on our balance sheet as Held for
Sale as of September 30, 2007 because Banks Broadcasting is actively pursuing the sale of such
assets.
 25




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Critical Accounting Policies and Estimates and Recently Issued Accounting Pronouncements
  26




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Recent Accounting Pronouncements
   Results of Operations
     27




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Three months
ended



    
    Nine months endedSeptember 30,


    
    September 30,2007

    
    2006

    

% change

    
    2007

    
    2006

    

% change(Numbers are in thousands)Revenues:Local time sales
    
    $
    62,650
    
    
    $
    60,301
    
    
    
    4
    %
    
    $
    199,332
    
    
    $
    190,527
    
    
    
    5
    %National time sales
    
    
    35,012
    
    
    
    35,540
    
    
    
    -1
    %
    
    
    105,020
    
    
    
    107,344
    
    
    
    -2
    %Political time sales
    
    
    1,305
    
    
    
    15,517
    
    
    
    -93
    %
    
    
    2,876
    
    
    
    22,468
    
    
    
    -88
    %Digital revenues
    
    
    4,317
    
    
    
    1,847
    
    
    
    134
    %
    
    
    10,133
    
    
    
    5,105
    
    
    
    98
    %Network compensation
    
    
    919
    
    
    
    1,115
    
    
    
    -18
    %
    
    
    2,756
    
    
    
    2,417
    
    
    
    14
    %Barter revenues
    
    
    2,030
    
    
    
    2,441
    
    
    
    -17
    %
    
    
    6,162
    
    
    
    6,726
    
    
    
    -8
    %Other revenues
    
    
    999
    
    
    
    954
    
    
    
    5
    %
    
    
    2,806
    
    
    
    2,448
    
    
    
    15
    %Agency commissions
    
    
    (13,492
    )
    
    
    (15,317
    )
    
    
    -12
    %
    
    
    (41,788
    )
    
    
    (44,220
    )
    
    
    -5
    %Net revenues
    
    
    93,740
    
    
    
    102,398
    
    
    
    -8
    %
    
    
    287,297
    
    
    
    292,815
    
    
    
    -2
    %Operating costs and expenses:Direct operating(1)
    
    
    28,889
    
    
    
    27,983
    
    
    
    3
    %
    
    
    86,042
    
    
    
    82,627
    
    
    
    4
    %Selling, general and administrative
    
    
    27,050
    
    
    
    30,410
    
    
    
    -11
    %
    
    
    84,489
    
    
    
    88,361
    
    
    
    -4
    %Amortization of program rights
    
    
    6,382
    
    
    
    6,112
    
    
    
    4
    %
    
    
    18,526
    
    
    
    18,502
    
    
    
    0
    %Corporate
    
    
    5,848
    
    
    
    6,075
    
    
    
    -4
    %
    
    
    16,383
    
    
    
    24,331
    
    
    
    -33
    %Depreciation and amortization of intangible assets
    
    
    7,399
    
    
    
    8,760
    
    
    
    -16
    %
    
    
    24,757
    
    
    
    27,771
    
    
    
    -11
    %Impairment of intangible assets and goodwill
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    318,071
    
    
    
    -100
    %Restructuring benefit
    
    
    (165
    )
    
    
    -
    
    
    
    -
    
    
    
    (74
    )
    
    
    -
    
    
    
    -Total operating costs and expenses
    
    
    75,403
    
    
    
    79,340
    
    
    
    -5
    %
    
    
    230,123
    
    
    
    559,663
    
    
    
    -59
    %Operating income
    
    $
    18,337
    
    
    $
    23,058
    
    
    
    20
    %
    
    $
    57,174
    
    
    $
    (266,848
    )
    
    
    121
    %
 
 (1)
    
    Excluding depreciation of $6.9 million and $8.8 million for the three
months ended September 30, 2007 and 2006, respectively and
$23.1 million and $27.1 million for the nine months ended September 30, 2007 and 2006,
respectively. Period Comparison
 Net revenues
    28




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
   Operating Costs and Expenses
 Direct operating expenses (excluding depreciation and amortization of intangible assets),
  Selling, general and administrative expenses
  29




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Amortization of program rights
 Corporate expenses
 Depreciation and amortization of intangible assets
 Impairment of intangible assets and goodwill
 Restructuring benefit
  Nine months ended September 30, 2007Balance as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    September 30,2006
    
    
    
    
    
    
    
    
    
    
    
    2007Severance and related
    
    $
    (3,982)
    
    
    $
    (388)
    
    
    $
    4,056
    
    
    $
    314
    
    
    $
    0Contractual and other
    
    
    (269)
    
    
    
    
    
    
    
    192
    
    
    
    
    
    
    
    (77)Total
    
    $
    (4,251)
    
    
    $
    (388)
    
    
    $
    4,248
    
    
    $
    314
    
    
    $
    (77)
 
 (1)
    
    Adjustment to restructuring reserve liability for employees for which severance costs will not be
paid as they transferred to other employment opportunities within our Company.  30




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Other Expense (Income)
 Interest expense, net
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest ExpenseCredit facility
    
    $
    3,952
    
    
    $
    6,495
    
    
    $
    13,450
    
    
    $
    16,967$375,000, 6 1/2% Senior Subordinated Notes
    
    
    6,337
    
    
    
    6,337
    
    
    
    19,087
    
    
    
    19,078$190,000, 6 1/2% Senior Subordinated Notes-Class B
    
    
    3,686
    
    
    
    3,681
    
    
    
    11,090
    
    
    
    11,073$125,000, 2.50% Exchangeable Senior Subordinated Debentures
    
    
    1,897
    
    
    
    1,888
    
    
    
    5,639
    
    
    
    5,638Total interest expense
    
    
    15,872
    
    
    
    18,401
    
    
    
    49,266
    
    
    
    52,756Other interest costs and (interest income)
    
    
    (305)
    
    
    
    (127)
    
    
    
    (53)
    
    
    
    (348)Total interest expense, net
    
    $
    15,567
    
    
    $
    18,274
    
    
    $
    49,213
    
    
    $
    52,408
 Share
of (income) loss in equity investments
 Gain (loss) on derivative instruments
 31




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Other items
 Provision for income taxes
 Results of Discontinued Operations
   32




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
     September 30,2007
    
    
    December 31, 2006Banks Broadcasting
    
    
    Puerto RicoCash
    
    $
    -
    
    
    $
    6,244Accounts receivable
    
    
    -
    
    
    
    7,567Program rights
    
    
    336
    
    
    
    4,192Other current assets
    
    
    17
    
    
    
    2,173Total current assets
    
    
    353
    
    
    
    20,176Property and equipment, net
    
    
    731
    
    
    
    29,130Program rights
    
    
    204
    
    
    
    3,979Goodwill
    
    
    -
    
    
    
    4,828Intangible assets, net
    
    
    8,545
    
    
    
    68,052Total assets
    
    $
    9,833
    
    
    $
    126,165Accounts payable
    
    $
    29
    
    
    $
    933Accrued sales volume
    
    
    -
    
    
    
    4,018Other accrued expenses
    
    
    208
    
    
    
    3,826Program obligations
    
    
    340
    
    
    
    4,156Total current liabilities
    
    
    577
    
    
    
    12,933Program obligations
    
    
    212
    
    
    
    1,247Other liabilities
    
    
    -
    
    
    
    915Total liabilities
    
    $
    789
    
    
    $
    15,095
 33




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Three months ended September 30,2007
    
    
    2006Banks
    
    
    
    
    
    
    
    
    
    BanksPuerto Rico
    
    
    Broadcasting
    
    
    Total
    
    
    Puerto Rico
    
    
    Broadcasting
    
    
    TotalNet revenues
    
    $
    -
    
    
    $
    841
    
    
    $
    841
    
    
    $
    12,015
    
    
    $
    1,340
    
    
    $
    13,355Operating income (loss)
    
    
    -
    
    
    
    (375)
    
    
    
    (375)
    
    
    
    357
    
    
    
    (380)
    
    
    
    (23)Net income (loss)
    
    
    -
    
    
    
    (291)
    
    
    
    (291)
    
    
    
    512
    
    
    
    (364)
    
    
    
    148
 Nine months ended September 30,2007
    
    
    2006Banks
    
    
    
    
    
    
    
    
    
    BanksPuerto Rico
    
    
    Broadcasting
    
    
    Total
    
    
    Puerto Rico
    
    
    Broadcasting
    
    
    TotalNet revenues
    
    $
    9,868
    
    
    $
    3,672
    
    
    $
    13,540
    
    
    $
    34,985
    
    
    $
    4,172
    
    
    $
    39,157Operating income (loss)
    
    
    1,094
    
    
    
    (801)
    
    
    
    293
    
    
    
    232
    
    
    
    (16,875)
    
    
    
    (16,643)Net income (loss)
    
    
    (368)
    
    
    
    (855)
    
    
    
    (1,223)
    
    
    
    (1,609)
    
    
    
    (9,599)
    
    
    
    (11,208)
 Liquidity and Capital Resources
  Contractual Obligations
  Oct. 1, toDec. 31, 2007
    
    
    2008-2010
    
    
    2011-2012
    
    
    Thereafter
    
    
    TotalPrincipal payments and mandatory
redemptions on debt(1)
    
    $
    7,125
    
    
    $
    85,500
    
    
    $
    97,375
    
    
    $
    690,000
    
    
    $
    880,000Cash interest on debt(2)
    
    
    13,227
    
    
    
    148,938
    
    
    
    84,334
    
    
    
    77,297
    
    
    
    323,796Program payments (3)
    
    
    6,812
    
    
    
    67,251
    
    
    
    21,054
    
    
    
    1,638
    
    
    
    96,755Operating leases(4)
    
    
    1,374
    
    
    
    2,354
    
    
    
    323
    
    
    
    508
    
    
    
    4,559Operating agreements(5)
    
    
    5,334
    
    
    
    17,203
    
    
    
    -
    
    
    
    -
    
    
    
    22,537Contractual costs
from restructuring(6)
    
    
    20
    
    
    
    57
    
    
    
    -
    
    
    
    -
    
    
    
    77Total
    
    $
    33,892
    
    
    $
    321,303
    
    
    $
    203,086
    
    
    $
    769,443
    
    
    $
    1,327,724
 
 34




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 (1)
    
    We are obligated to repay our credit facility on November 4, 2011, each of our 61/2% Senior
Subordinated Notes and 61/2% Senior Subordinated Notes  Class B on May 15, 2013 and our 2.50%
Exchangeable Senior Subordinated Debentures on May 1, 2033. However, the holders of our 2.50%
Exchangeable Senior Subordinated Debentures can require us to purchase all or a portion of the
debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.(2)
    
    We are obligated to make mandatory quarterly payments on the $190.0 million term loan under our
credit facility beginning December 31, 2007. We have contractual obligations to pay cash
interest on our credit facility, as well as commitment fees of approximately 0.50% on our
revolving credit facility through 2011, and on each of our 61/2% Senior Subordinated Notes through
2013, our 61/2% Senior Subordinated Notes  Class B and our 2.50% Exchangeable Senior Subordinated
Debentures. We are obligated to pay contingent interest to holders of our 2.50% Exchangeable
Senior Subordinated Debentures during any six-month period commencing May 15, 2008, if the
average trading price of the debentures for a five trading day measurement period immediately
preceding the first day of the applicable six-month period equals 120% or more of the principal
amount of the debentures. The contingent interest to be paid would equal 0.25% per annum per
$1,000 principal amount of debentures.(3)
    
    We have entered into commitments for future syndicated news, entertainment, and sports
programming. We have recorded $18.1 million of program obligations as of September 30, 2007 and
have unrecorded commitments of $78.7 million for programming that is not available to air as of
September 30, 2007.(4)
    
    We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.(5)
    
    We have entered into a variety of operating agreements used in the operation of our stations
including rating services, consulting and research services, news video services, news weather
services, marketing services and other operating contracts under non-cancelable operating
agreements.(6)
    
    As a result of our 2006 restructuring charge we are committed to make payments for other contractual costs of approximately $77,000 as of September 30, 2007.
  Summary of Cash Flows
  35




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Nine months endedSeptember 30,
    
    
    Increase (Decrease)2007
    
    
    2006
    
    
    $
    
    
    %Cash provided by operating activities
    
    $
    26,957
    
    
    $
    54,231
    
    
    
    (27,274)
    
    
    
    -50%Cash provided by (used in) investing activities
    
    
    76,643
    
    
    
    (13,570)
    
    
    
    90,213
    
    
    
    665%Cash used in financing activities
    
    
    (83,252)
    
    
    
    (32,802)
    
    
    
    (50,450)
    
    
    
    -154%Net increase (decrease) in cash and cash equivalents
    
    $
    20,348
    
    
    $
    7,859
    
    
    $
    12,489
    
    
    
    159%
 Net
cash provided by operating activities
 Net cash provided by investing activities
 Net cash used in financing activities
  36




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  Description of Indebtedness
  September 30,
    
    
    December 31,2007
    
    
    2006Credit Facility
    
    $
    190,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,994 and
$12,411 at September 30, 2007 and
December 31, 2006, respectively)
    
    
    179,006
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $2,633 and $5,791 at September 30,
2007 and December 31, 2006, respectively)
    
    
    122,367
    
    
    
    119,209Total debt
    
    
    866,373
    
    
    
    946,798Less current portion
    
    
    28,500
    
    
    
    10,313Total long-term debt
    
    $
    837,873
    
    
    $
    936,485
 Credit Facility
   37




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
  1 2 1 2
 1 2 1 2 1 2 1 2 1 2 1 2
   
    
    If the applicable stock price is less than or equal to the base
exchange price, the exchange rate will be the base exchange rate; and
    
    If the applicable stock price is greater than the base exchange price,
the exchange rate will be determined in accordance with the following
formula; provided, however, in no event will the exchange rate exceed
46.2748, subject to the same proportional adjustment as the base
exchange rate: The base exchange rate plusthe applicable stock price
less the base exchange price divided by the applicable stock price
multipliedby the Incremental share factor.
  38




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##### Table of Contents



LIN TV Corp.
Managements Discussion and Analysis(Continued)
 Off Balance Sheet Arrangements
 GECC Note
  Future Program Rights Agreements
  39




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
         40




---



##### Table of Contents



Item 4. Controls and Procedures
 a)
    
    Evaluation of disclosure controls and procedures. Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of September 30, 2007. The term disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the companys management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our disclosure controls and procedures
as of September 30, 2007, our Chief Executive Officer and Chief Financial Officer concluded that,
as of such date, our disclosure controls and procedures were effective at the reasonable assurance
level.b)
    
    Changes in internal controls.  There were no changes in our internal control over financial
reporting identified in connection with the evaluation that occurred during the quarter ended
September 30, 2007 that have materially affected or are reasonably likely to materially affect our
internal control over financial reporting.
 41




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##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  42




---



##### Table of Contents



Item 6. Exhibits
 3.1
    
    Second Amended and Restated Certificate of Incorporation of LIN TV
Corp., as amended (filed as Exhibit 3.1 to our Quarterly Report on
Form 10-Q filed as of August 9, 2004 (File Nos. 001-31311 and
000-25206) and incorporated by reference herein).3.2
    
    Second Amended and Restated Bylaws of LIN TV Corp., as amended (filed
as Exhibit 3.2 to our Quarterly Report on Form 10-Q filed as of
August 9, 2004 (File Nos. 001-31311 and 000-25206) and incorporated
by reference herein).3.3
    
    Restated Certificate of Incorporation of LIN Television Corporation
(filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV
Corp. and LIN Television Corporation for the fiscal quarter ended
September 30, 2003 (File No. 000-25206) and incorporated by reference
herein).3.4
    
    Restated By-laws of LIN Television Corporation (filed as Exhibit 3.4
to the Registration Statement on Form S-1 of LIN Television
Corporation and LIN Holding Corp. (Registration No. 333-54003) and
incorporated by reference herein).4.1
    
    Specimen of stock certificate representing LIN TV Corp. Class A
Common stock, par value $.01 per share (filed as Exhibit 4.1 to
LIN TV Corp.s Registration Statement on Form S-1 (Registration
No. 333-83068) and incorporated by reference herein).31.1
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer of LIN TV Corp.31.2
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer of LIN TV Corp.31.3
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer of LIN Television Corporation.31.4
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer of LIN Television Corporation.32.1
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer and Chief Financial Officer of LIN TV Corp.32.2
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer and Chief Financial Officer of LIN Television
Corporation.
 43




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##### Table of Contents



SIGNATURES
  LIN TV CORP.LIN TELEVISION CORPORATIONDated: November 9, 2007
    By:
    /s/ Bart W. CatalaneBart W. Catalane

Senior Vice President, Chief Financial
Officer

(Principal Financial Officer) By:
    /s/ William A. CunninghamWilliam A. CunninghamVice President, Controller
(Principal Accounting Officer) 44




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##### 



Table of Contents
 Item 1. Financial StatementsLIN Television CorporationCondensed Consolidated Balance Sheets
    
    
    46Condensed Consolidated Statements of Operations
    
    
    47Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    48Condensed Consolidated Statements of Cash Flows
    
    
    49Notes to Condensed Consolidated Financial Statements
    
    
    50




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Unaudited Financial Statements
 LIN
TELEVISION CORPORATION
 
 Condensed Consolidated Balance Sheets
 September 30,

    
    December 31,2007

    
    2006(in thousands)(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,677
    
    
    $
    6,085Accounts receivable, less allowance for doubtful accounts (2007 - $1,195; 2006 - $1,208)
    
    
    87,988
    
    
    
    90,576Program rights
    
    
    5,545
    
    
    
    18,139Assets held for sale
    
    
    353
    
    
    
    20,176Other current assets
    
    
    4,214
    
    
    
    2,963Total current assets
    
    
    130,777
    
    
    
    137,939Property and equipment, net
    
    
    182,339
    
    
    
    199,154Deferred financing costs
    
    
    15,321
    
    
    
    17,717Equity investments
    
    
    60,897
    
    
    
    62,744Program rights
    
    
    6,671
    
    
    
    12,065Goodwill
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    1,025,742
    
    
    
    1,041,153Assets held for sale
    
    
    9,480
    
    
    
    105,989Other assets
    
    
    14,726
    
    
    
    16,113Total assets
    
    $
    1,980,868
    
    
    $
    2,125,846LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    28,500
    
    
    $
    10,313Accounts payable
    
    
    5,618
    
    
    
    16,099Accrued compensation
    
    
    6,174
    
    
    
    11,379Accrued interest expense
    
    
    15,175
    
    
    
    5,144Accrued contract costs
    
    
    5,149
    
    
    
    5,339Other accrued expenses
    
    
    15,901
    
    
    
    17,201Program obligations
    
    
    11,950
    
    
    
    25,939Liabilities held for sale
    
    
    577
    
    
    
    12,933Total current liabilities
    
    
    89,044
    
    
    
    104,347Long-term debt, excluding current portion
    
    
    837,873
    
    
    
    936,485Deferred income taxes, net
    
    
    361,422
    
    
    
    361,980Program obligations
    
    
    13,209
    
    
    
    16,836Liabilities held for sale
    
    
    212
    
    
    
    2,162Other liabilities
    
    
    47,525
    
    
    
    105,284Total liabilities
    
    
    1,349,285
    
    
    
    1,527,094Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 shares
issued and outstanding at September 30, 2007 and December 31, 2006
    
    
    9,735
    
    
    
    10,031Investment in parent companys common stock at cost
    
    
    (18,005
    )
    
    
    (18,005
    )Additional paid-in capital
    
    
    1,094,467
    
    
    
    1,087,921Accumulated deficit
    
    
    (436,429
    )
    
    
    (462,408
    )Accumulated other comprehensive loss
    
    
    (18,185
    )
    
    
    (18,787
    )Total stockholders equity
    
    
    621,848
    
    
    
    588,721Total liabilities, preferred stock and stockholders equity
    
    $
    1,980,868
    
    
    $
    2,125,846
  46




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##### Table of Contents



LIN
TELEVISION CORPORATION
 
 Condensed Consolidated Statements of Operations
 (unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,

    
    September 30,2007

    
    2006

    
    2007

    
    2006(in thousands)Net revenues
    
    $
    93,740
    
    
    $
    102,398
    
    
    $
    287,297
    
    
    $
    292,815Operating costs and expenses:Direct operating (excluding depreciation of $6.9 million and
$8.8 million for the three months ended September 30, 2007
and 2006, respectively, and $23.1 million and $27.1 million
for the nine months ended September 30, 2007 and 2006,
respectively)
    
    
    28,889
    
    
    
    27,983
    
    
    
    86,042
    
    
    
    82,627Selling, general and administrative
    
    
    27,050
    
    
    
    30,410
    
    
    
    84,489
    
    
    
    88,361Amortization of program rights
    
    
    6,382
    
    
    
    6,112
    
    
    
    18,526
    
    
    
    18,502Corporate
    
    
    5,848
    
    
    
    6,075
    
    
    
    16,383
    
    
    
    24,331Depreciation and amortization of intangible assets
    
    
    7,399
    
    
    
    8,760
    
    
    
    24,757
    
    
    
    27,771Impairment of intangible assets and goodwill
    
    
   -
    
    
    
   -
    
    
    
   -
    
    
    
    318,071Restructuring benefit
    
    
    (165
    )
    
    
   -
    
    
    
    (74
    )
    
    
   -Total operating costs and expenses
    
    
    75,403
    
    
    
    79,340
    
    
    
    230,123
    
    
    
    559,663Operating income (loss)
    
    
    18,337
    
    
    
    23,058
    
    
    
    57,174
    
    
    
    (266,848
    )Other expense (income):Interest expense, net
    
    
    15,567
    
    
    
    18,274
    
    
    
    49,213
    
    
    
    52,408Share of income in equity investments
    
    
    (420
    )
    
    
    (696
    )
    
    
    (1,172
    )
    
    
    (1,705
    )Gain on derivative instruments
    
    
    (1,384
    )
    
    
    (1,446
    )
    
    
    (918
    )
    
    
    (954
    )Loss on extinguishment of debt
    
    
   -
    
    
    
   -
    
    
    
    551
    
    
    
   -Other, net
    
    
    839
    
    
    
    (279
    )
    
    
    1,276
    
    
    
    4,652Total other expense, net
    
    
    14,602
    
    
    
    15,853
    
    
    
    48,950
    
    
    
    54,401Income (loss) from continuing operations before provision for
(benefit from) income taxes
    
    
    3,735
    
    
    
    7,205
    
    
    
    8,224
    
    
    
    (321,249
    )Provision for (benefit from) income taxes
    
    
    1,177
    
    
    
    3,501
    
    
    
    3,155
    
    
    
    (87,637
    )Income (loss) from continuing operations
    
    
    2,558
    
    
    
    3,704
    
    
    
    5,069
    
    
    
    (233,612
    )Discontinued operations:(Loss) income from discontinued operations, net of provision
for (benefit from) income taxes of $0.1 million and $0.0
million for the three months ended September 30, 2007 and
2006, respectively and $(0.3) million and $(1.0) million for
the nine months ended September 30, 2007 and 2006,
respectively
    
    
    (324
    )
    
    
    149
    
    
    
    (1,256
    )
    
    
    (11,211
    )(Loss) gain from the sale of discontinued operations, net of benefit
from income taxes of $0.4 million and $2.6 for the three and
nine months ended September 30, 2007
    
    
    (501
    )
    
    
   -
    
    
    
    22,166
    
    
    
   -Net income (loss)
    
    $
    1,733
    
    
    $
    3,853
    
    
    $
    25,979
    
    
    $
    (244,823
    )
  47




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LIN
TELEVISION CORPORATION
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
 (unaudited)
 Investment in
    
    
    
    
    
    
    
    
    
    
    AccumulatedParent Companys
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    Comprehensive(at cost)
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Income (Loss)(in thousands, except for share data)Balance at December
31, 2006
    
    $
    (18,005
    )
    
    $
    1,087,921
    
    
    $
    (462,408
    )
    
    $
    (18,787
    )
    
    $
    588,721
    
    
    $
    (233,797
    )Amortization
of prior
service
cost, net
of tax and
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    (10
    )
    
    
    (10
    )Amortization
of net
loss, net
of tax and
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    640
    
    
    
    640
    
    
    
    640Unrealized
loss on
cash flow
hedges net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (447
    )
    
    
    (447
    )
    
    
    (447
    )Recognition
of
accumulated
benefit
obligation
for
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    419
    
    
    
    419
    
    
    
    419Exercises
of stock
options and
phantom
stock units
and
employee
stock
purchase
plan
issuances
    
    
    
    
    
    
    1,748
    
    
    
    
    
    
    
    
    
    
    
    1,748Stock-based
compensation
    
    
    
    
    
    
    4,798
    
    
    
    
    
    
    
    
    
    
    
    4,798Net income
    
    
    
    
    
    
    
    
    
    
    25,979
    
    
    
    
    
    
    
    25,979
    
    
    
    25,979Comprehensive
income - 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,581Balance at
September 30, 2007
    
    $
    (18,005
    )
    
    $
    1,094,467
    
    
    $
    (436,429
    )
    
    $
    (18,185
    )
    
    $
    621,848
  48




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##### Table of Contents



LIN TELEVISION CORPORATION
 
 Condensed Consolidated Statements of Cash Flows
 (unaudited)
 Nine months ended September 30,2007
    
    2006(in thousands)OPERATING ACTIVITIES:Net income (loss)
    
     $
    25,979
    
    
    $
    (244,823
    )Loss from discontinued operations
    
    
    1,256
    
    
    
    11,211Gain from sale of discontinued operations
    
    
    (22,166
    )
    
    
   -Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Depreciation and amortization of intangible assets
    
    
    24,757
    
    
    
    27,771Amortization of financing costs and note discounts
    
    
    6,420
    
    
    
    6,495Amortization of program rights
    
    
    18,526
    
    
    
    18,502Program payments
    
    
    (20,745
    )
    
    
    (18,687
    )Gain on derivative instruments
    
    
    (918
    )
    
    
    (954
    )Impairment of intangible assets and goodwill
    
    
   -
    
    
    
    318,071Loss on extinguishment of debt
    
    
    551
    
    
    
    -Share of income in equity investments
    
    
    (1,172
    )
    
    
    (1,705
    )Deferred income taxes, net
    
    
    6,916
    
    
    
    (87,184
    )Stock-based compensation
    
    
    4,488
    
    
    
    7,076Other, net
    
    
    1,168
    
    
    
    1,110Changes in operating assets and liabilities, net of acquisitions and disposals:Accounts receivable
    
    
    2,575
    
    
    
    (8,840
    )Other assets
    
    
    275
    
    
    
    (1,304
    )Accounts payable
    
    
    (10,433
    )
    
    
    2,738Accrued interest payable
    
    
    10,031
    
    
    
    9,066Other accrued expenses
    
    
    (6,209
    )
    
    
    10,569Net cash provided by operating activities, continuing operations
    
    
    41,299
    
    
    
    49,112Net cash (used in) provided by operating activities, discontinued operations
    
    
    (14,342
    )
    
    
    5,719Net cash provided by operating activities
    
    
    26,957
    
    
    
    54,231INVESTING ACTIVITIES:Capital expenditures
    
    
    (9,074
    )
    
    
    (8,789
    )Distributions from equity investments
    
    
    2,806
    
    
    
    3,871Payments for business combinations, net of cash acquired
    
    
    (52,265
    )
    
    
    (3,003
    )Acquisition of broadcast licenses
    
    
   -
    
    
    
    37Deposit on acquisition of business
    
    
   -
    
    
    
    (2,750
    )USDTV investment and other investments, net
    
    
    (605
    )
    
    
    (2,341
    )Net cash used in investing activities, continuing operations
    
    
    (59,138
    )
    
    
    (12,975
    )Net cash provided by (used in) investing activities, discontinued operations
    
    
    135,781
    
    
    
    (595
    )Net cash provided by (used in) investing activities
    
    
    76,643
    
    
    
    (13,570
    )FINANCING ACTIVITIES:Net proceeds on exercises of employee stock options and phantom stock units and
employee stock purchase plan issuances
    
    
    1,748
    
    
    
    550Proceeds from borrowings on long-term debt
    
    
    60,000
    
    
    
   -Principal payments on long-term debt
    
    
    (145,000
    )
    
    
    (20,000
    )Cash expenses associated with early extinguishment of debt
    
    
   -
    
    
    
    (124
    )Investment
in parent companys common stock, at cost
    
    
   -
    
    
    
    (13,228
    )Net cash used in financing activities, continuing operations
    
    
    (83,252
    )
    
    
    (32,802
    )Net cash used in financing activities
    
    
    (83,252
    )
    
    
    (32,802
    )Net increase in cash and cash equivalents
    
    
    20,348
    
    
    
    7,859Cash and cash equivalents at the beginning of the period
    
    
    12,329
    
    
    
    11,135Cash and cash equivalents at the end of the period
    
    
    32,677
    
    
    
    18,994Less cash and cash equivalents from discontinued operations, end of the period
    
    
   -
    
    
    
    6,292Cash and cash equivalents from continuing operations, end of the period
    
     $
    32,677
    
    
     $
    12,702
  49




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LIN
TELEVISION CORPORATION
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
        50




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 2  Acquisitions
 KASA-TV Station Acquisition
   Acquisition Reserves
  51




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Balance as of
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    September 30,Acquisition Date
    
    2006
    
    
    Payments
    
    
    Adjustments
    
    
    2007Acquisition of Sunrise Television Corp.
    
    May 2, 2002
    
    $
    136
    
    
    $
    24
    
    
    
    -
    
    
    $
    112Stations acquired from Viacom
    
    March 31, 2005
    
    
    295
    
    
    
    157
    
    
    
    -
    
    
    
    138Stations acquired from Emmis
    
    November 30, 2005
    
    
    6,157
    
    
    
    831
    
    
    
    (413
    )(1)
    
    
    4,913$
    6,588
    
    
    $
    1,012
    
    
    $
    (413
    )
    
    $
    5,163
 
 (1)
    
    Represents the adjustment to write off a) the outstanding reserve for operating agreement
payments for our traffic system upon conversion to a new traffic system and b) other
transactional costs related to the acquisition. Pro-Forma
  Three months ended
    
    
    Nine months endedSeptember 30, 2006

    
    September 30, 2006Net revenues
    
    $
    105,591
    
    
    $
    302,628Operating income (loss)
    
    
    23,329
    
    
    
    (266,158
    )Income (loss) from continuing operations
    
    
    3,357
    
    
    
    (234,855
    )Income (loss) from discontinued operations
    
    
    149
    
    
    
    (11,211
    )Net income (loss)
    
    $
    3,506
    
    
    $
    (246,065
    )
 52




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 3  Discontinued Operations
  Banks Broadcasting
    Puerto
Rico Operations (WAPA-TV, WJPX-TV and WAPA America)
   53




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 September 30,
    
    
    December 31,2007

    
    2006Banks Broadcasting
    
    
    Puerto RicoCash
    
    $
    -
    
    
    $
    6,244Accounts receivable
    
    
    -
    
    
    
    7,567Program rights
    
    
    336
    
    
    
    4,192Other current assets
    
    
    17
    
    
    
    2,173Total current assets
    
    
    353
    
    
    
    20,176Property and equipment, net
    
    
    731
    
    
    
    29,130Program rights
    
    
    204
    
    
    
    3,979Goodwill
    
    
    -
    
    
    
    4,828Intangible assets, net
    
    
    8,545
    
    
    
    68,052Total assets
    
    $
    9,833
    
    
    $
    126,165Accounts payable
    
    $
    29
    
    
    $
    933Accrued sales volume
    
    
    -
    
    
    
    4,018Other accrued expenses
    
    
    208
    
    
    
    3,826Program obligations
    
    
    340
    
    
    
    4,156Total current liabilities
    
    
    577
    
    
    
    12,933Program obligations
    
    
    212
    
    
    
    1,247Other liabilities
    
    
    -
    
    
    
    915Total liabilities
    
    $
    789
    
    
    $
    15,095
  Three months ended September 30,2007

    
    2006Banks
    
    
    
    
    
    
    
    
    BanksPuerto Rico
    
    Broadcasting
    
    Total
    
    Puerto Rico
    
    Broadcasting
    
    TotalNet revenues
    
    $
    -
    
    
    $
    841
    
    
    $
    841
    
    
    $
    12,015
    
    
    $
    1,340
    
    
    $
    13,355Operating
(loss) income
    
    
    -
    
    
    
    (408
    )
    
    
    (408
    )
    
    
    357
    
    
    
    (380
    )
    
    
    (23
    )Net (loss) income
    
    
    -
    
    
    
    (324
    )
    
    
    (324
    )
    
    
    512
    
    
    
    (363
    )
    
    
    149
 Nine months ended September 30,2007

    
    2006Banks
    
    
    
    
    
    
    
    
    BanksPuerto Rico

    
    Broadcasting

    
    Total

    
    Puerto Rico

    
    Broadcasting

    
    TotalNet revenues
    
    $
    9,868
    
    
    $
    3,671
    
    
    $
    13,539
    
    
    $
    34,985
    
    
    $
    4,172
    
    
    $
    39,157Operating income (loss)
    
    
    1,094
    
    
    
    (834
    )
    
    
    260
    
    
    
    232
    
    
    
    (16,609
    )
    
    
    (16,377
    )Net (loss) income
    
    
    (368
    )
    
    
    (888
    )
    
    
    (1,256
    )
    
    
    (1,609
    )
    
    
    (9,602
    )
    
    
    (11,211
    )
 54




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 4  Investments
  September 30,
    
    
    December 31,2007
    
    2006NBC Universal joint venture
    
    $
    54,739
    
    
    $
    55,413WAND(TV) Partnership
    
    
    6,029
    
    
    
    6,831Other
    
    
    129
    
    
    
    500$
    60,897
    
    
    $
    62,744
 Joint Venture with NBC Universal
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007

    
    2006

    
    2007

    
    2006Revenue
    
    $
    18,738

    
    $
    19,360
    
    
    $
    55,984
    
    
    $
    67,207Other expense, net
    
    
    16,310

    
    
    16,301
    
    
    
    49,292
    
    
    
    49,154Net income
    
    $
    2,428

    
    $
    3,059
    
    
    $
    6,692
    
    
    $
    18,053September 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    17,774
    
    
    $
    11,860Non-current assets
    
    
    224,457
    
    
    
    233,861Current liabilities
    
    
    544
    
    
    
    725Non-current liabilities
    
    
    815,500
    
    
    
    815,500
  WAND(TV) Partnership:
 55




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Three months ended
    
    
    Nine months endedSeptember
30,

    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    1,431
    
    
    $
    1,424
    
    
    $
    4,503
    
    
    $
    5,240Operating income (loss) (1)
    
    
    26
    
    
    
    (819
    )
    
    
    358
    
    
    
    (6,940
    )Net loss (income)
    
    
    (226
    )
    
    
    284
    
    
    
    (307
    )
    
    
    (5,828
    )September 30,
    
    
    December 31,2007
    
    
    2006Current assets
    
    $
    2,574
    
    
    $
    4,723Non-current assets
    
    
    13,886
    
    
    
    13,992Current liabilities
    
    
    2,455
    
    
    
    2,296Non-current liabilities
    
    
    -
    
    
    
    -
 
 (1)
    
    For the nine months ended September 30, 2006, includes an impairment charge of $5.9 million relating to the broadcast license of
WAND(TV) in the second quarter of 2006. Note 5  Intangible Assets
  56




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 EstimatedRemainingUseful Life
    
    
    September 30,
    
    
    December 31,(Years)

    
    2007

    
    2006Amortized Intangible Assets:LMA purchase options
    
    
    1
    
    
    $
    5,124
    
    
    $
    5,124Network affiliations
    
    
    1
    
    
    
    1,753
    
    
    
    1,753Other intangible assets
    
    
    2
    (1)
    
    
    5,979
    
    
    
    5,964Accumulated amortization
    
    
    
    
    
    
    (11,094
    )
    
    
    (9,424
    )1,762
    
    
    
    3,417Unamortized Intangible Assets:Broadcast licenses
    
    
    
    
    
    
    1,023,980
    
    
    
    1,037,736Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,9721,558,895
    
    
    
    1,570,708Summary:Goodwill
    
    
    
    
    
    
    534,915
    
    
    
    532,972Broadcast licenses and other intangible assets, net
    
    
    
    
    
    
    1,025,742
    
    
    
    1,041,153Total intangible assets
    
    
    
    
    
    $
    1,560,657
    
    
    $
    1,574,125
 
 (1)
    
    Represents the weighted-average life.   October 1, toDecember 31,
    
    
    Year ending December 31,There-2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    after
    
    
    TotalAmortization expense
    
    $
    380
    
    
    $
    264
    
    
    $
    80
    
    
    $
    74
    
    
    $
    68
    
    
    $
    61
    
    
    $
    835
    
    
    $
    1,762
  57




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##### Table of Contents



LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
  Note 6  Debt
  September 30,
    
    
    December 31,2007

    
    2006Credit Facility
    
    $
    190,000
    
    
    $
    275,0006 1/2% Senior Subordinated Notes due 2013
    
    
    375,000
    
    
    
    375,000$190,000, 6 1/2% Senior Subordinated Notes due
2013 - Class B (net of discount of $10,994 and
$12,411 at September 30, 2007 and
December 31, 2006, respectively)
    
    
    179,006
    
    
    
    177,589$125,000, 2.50% Exchangeable Senior
Subordinated Debentures due 2033 (net of
discount of $2,633 and $5,791 at September 30,
2007 and December 31, 2006, respectively)
    
    
    122,367
    
    
    
    119,209Total debt
    
    
    866,373
    
    
    
    946,798Less current portion
    
    
    28,500
    
    
    
    10,313Total long-term debt
    
    $
    837,873
    
    
    $
    936,485
  Note 7  Stock-Based Compensation
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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Note 8 Comprehensive Income (Loss)
   Unfunded
    
    
    UnrealizedProjected
    
    
    (Loss) GainBenefit
    
    
    onObligation
    
    
    Derivatives(Net of Tax)
    
    
    (Net of Tax)
    
    
    TotalBalance as of December 31, 2006
    
    $
    (18,150)
    
    
    $
    (637)
    
    
    $
    (18,787)Changes during the period, net of tax
    
    
    1,049
    
    
    
    (447)
    
    
    
    602Balance as of September 30, 2007
    
    $
    (17,101)
    
    
    $
    (1,084)
    
    
    $
    (18,185)
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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    1,733
    
    
    $
    3,853
    
    
    $
    25,979
    
    
    $
    (244,823
    )Other comprehensive (loss) income:Net
periodic pension benefit cost (Note 10):Amortization of prior service cost
    
    
    28
    
    
    
    -
    
    
    
    380
    
    
    
    -Tax effect
    
    
    (9
    )
    
    
    -
    
    
    
    (100
    )
    
    
    -Amortization of prior service cost, net of tax
    
    
    19
    
    
    
    -
    
    
    
    280
    
    
    
    -Amortization of net loss
    
    
    285
    
    
    
    -
    
    
    
    1,043
    
    
    
    -Tax effect
    
    
    (97
    )
    
    
    -
    
    
    
    (274
    )
    
    
    -Amortization of net loss, net of tax
    
    
    188
    
    
    
    -
    
    
    
    769
    
    
    
    -Unrealized
loss (gain) on cash flow hedges (Note 9):Unrealized
loss (gain) on cash flow hedges:
    
    
    (1,777
    )
    
    
    (1,973
    )
    
    
    (751
    )
    
    
    (1,251
    )Tax effect
    
    
    709
    
    
    
    782
    
    
    
    304
    
    
    
    496Unrealized
loss (gain) on cash flow hedges, net of tax
    
    
    (1,068
    )
    
    
    (1,191
    )
    
    
    (447
    )
    
    
    (755
    )Total comprehensive income (loss)
    
    $
    872
    
    
    $
    2,662
    
    
    $
    26,581
    
    
    $
    (245,578
    )
 Note 9  Derivative Financial Instruments
  60




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
   Note 10 Retirement Plans
 401(k) Plan
  Retirement Plans
  61




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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    575
    
    
    $
    625
    
    
    $
    1,675
    
    
    $
    1,875Interest cost
    
    
    1,500
    
    
    
    1,400
    
    
    
    4,500
    
    
    
    4,200Expected return on plan assets
    
    
    (1,550)
    
    
    
    (1,475)
    
    
    
    (4,650)
    
    
    
    (4,425)Amortization of prior service cost
    
    
    25
    
    
    
    30
    
    
    
    75
    
    
    
    90Amortization of net loss
    
    
    300
    
    
    
    320
    
    
    
    950
    
    
    
    960Net periodic benefit cost
    
    $
    850
    
    
    $
    900
    
    
    $
    2,550
    
    
    $
    2,700
   Note 11  Income Taxes
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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 12  Restructuring Benefit
    Nine months ended September 30, 2007Balance as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    Expenses
    
    
    Payments
    
    
    Adjustments(1)
    
    
    September2006
    
    
    
    
    
    
    
    

    
    
    


    30, 2007Severance and related
    
    $
    (3,982)
    
    
    $
    (388)
    
    
    $
    4,056
    
    
    $
    314
    
    
    $
    0Contractual and other
    
    
    (269)
    
    
    
    -
    
    
    
    192
    
    
    
    
    
    
    
    (77)Total
    
    $
    (4,251)
    
    
    $
    (388)
    
    
    $
    4,248
    
    
    $
    314
    
    
    $
    (77)
 
 (1)
    
    Adjustment to restructuring reserve liability for employees
for which severance costs will not be paid as they transferred to other
employment opportunities within our Company. Note 13 Contingencies
 GECC Note
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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
  
    
    GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy outstanding
amounts under the GECC Note;
    
    if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note,
it could cause an acceleration of our credit facility and other outstanding indebtedness; or
    
    if the GECC Note is prepaid because of an acceleration on default or otherwise, or if the
note is repaid at maturity, our Company may incur a substantial tax liability.
  Note 14  Share Repurchase Program
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LIN
Television Corporation
Notes to Unaudited Condensed Consolidated Financial Statements(Continued)
 Note 15  Recent Accounting Pronouncements
   Note 16  Other Information
  
 65