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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2003



| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- |  | ---------------------------------------------------------------



For the transition period from
 to



Commission File Number 0-22439



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FISHER
COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)



|WASHINGTON                      |  | 91-0222175            
|------------------------------- |  | ----------------------
|(State or Other Jurisdiction of |  | (I.R.S. Employer      
|Incorporation or Organization)  |  | Identification Number)



1525
One Union Square

600 University Street

Seattle, Washington 98101-3185

(Address of Principal Executive
Offices) (Zip Code)



(206) 404-7000

(Registrants Telephone Number, Including Area Code)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

Yes  x  No ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:



Common Stock, $1.25 par value, outstanding as of March 31, 2003: 8,594,060



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PART I

FINANCIAL INFORMATION



Item 1. Financial Statements



The following Condensed Consolidated Financial Statements (unaudited) are presented for the Registrant,
Fisher Communications, Inc., and its subsidiaries.



|  
|--
|1.
|  
|2.
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|3.
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|4.
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|5.



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##### Table of Contents



ITEM 1  FINANCIAL
STATEMENTS



FISHER COMMUNICATIONS, INC. AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME



|                                                               |  | Three months ended March 31 |        
|-------------------------------------------------------------- |  | --------------------------- | -------
|                                                               |  | 2003                        |        
|(in thousands, except per share amounts)                       |  |                             |        
|(Unaudited)                                                    |  |                             |        
|Revenue                                                        |  |                             |        
|Broadcasting                                                   |  | $                           | 28,804 
|Media services                                                 |  |                             | 4,084  
|Real estate                                                    |  |                             | 1,906  
|                                                               |  |                             |        
|                                                               |  |                             | 34,794 
|                                                               |  |                             |        
|Costs and expenses                                             |  |                             |        
|Cost of products and services sold                             |  |                             | 17,494 
|Selling expenses                                               |  |                             | 6,366  
|General and administrative expenses                            |  |                             | 10,159 
|Depreciation and amortization                                  |  |                             | 4,799  
|                                                               |  |                             |        
|                                                               |  |                             | 38,818 
|                                                               |  |                             |        
|Loss from operations                                           |  |                             | (4,024 
|Net loss on derivative instruments                             |  |                             | (242   
|Loss from extinguishment of long-term debt                     |  |                             |        
|Other income, net                                              |  |                             | 4,801  
|Equity in operations of equity investees                       |  |                             | 4      
|Interest expense                                               |  |                             | (5,536 
|                                                               |  |                             |        
|Loss from continuing operations before income taxes            |  |                             | (4,997 
|Provision for federal and state income taxes (benefit)         |  |                             | (1,919 
|                                                               |  |                             |        
|Loss from continuing operations                                |  |                             | (3,078 
|Income (loss) from discontinued operations, net of income tax: |  |                             |        
|Real estate operations sold                                    |  |                             |        
|Georgia television stations                                    |  |                             | (18,297
|                                                               |  |                             |        
|Net loss                                                       |  | $                           | (21,375
|                                                               |  |                             |        
|Income (loss) per share:                                       |  |                             |        
|From continuing operations                                     |  | $                           | (0.36  
|From discontinued operations                                   |  |                             | (2.13  
|                                                               |  |                             |        
|Net loss per share                                             |  | $                           | (2.49  
|                                                               |  |                             |        
|Income (loss) per share assuming dilution:                     |  |                             |        
|From continuing operations                                     |  | $                           | (0.36  
|From discontinued operations                                   |  |                             | (2.13  
|                                                               |  |                             |        
|Net loss per share assuming dilution                           |  | $                           | (2.49  
|                                                               |  |                             |        
|Weighted average shares outstanding                            |  |                             | 8,594  
|Weighted average shares outstanding assuming dilution          |  |                             | 8,594  



See
accompanying notes to condensed consolidated financial statements.



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FISHER
COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET



|                                                                              |  | March 31 2003 |         |   | December 31 2002 |  
|----------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | -
|(in thousands, except share and per share amounts)                            |  |               |         |   |                  |  
|(Unaudited)                                                                   |  |               |         |   |                  |  
|ASSETS                                                                        |  |               |         |   |                  |  
|Current Assets                                                                |  |               |         |   |                  |  
|Cash and short-term cash investments                                          |  | $             | 14,063  |   |                  | $
|Restricted cash                                                               |  |               |         |   |                  |  
|Receivables                                                                   |  |               | 23,580  |   |                  |  
|Prepaid income taxes                                                          |  |               | 4,905   |   |                  |  
|Prepaid expenses                                                              |  |               | 8,189   |   |                  |  
|Television and radio broadcast rights                                         |  |               | 5,802   |   |                  |  
|Current assets held for sale                                                  |  |               | 3,693   |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Total current assets                                                          |  |               | 60,232  |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Marketable Securities, at market value                                        |  |               | 104,993 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Other Assets                                                                  |  |               |         |   |                  |  
|Cash value of life insurance and retirement deposits                          |  |               | 13,942  |   |                  |  
|Television and radio broadcast rights                                         |  |               | 5,175   |   |                  |  
|Goodwill, net                                                                 |  |               | 134,926 |   |                  |  
|Investments in equity investees                                               |  |               | 2,926   |   |                  |  
|Other                                                                         |  |               | 12,318  |   |                  |  
|Noncurrent assets held for sale                                               |  |               | 29,920  |   |                  |  
|                                                                              |  |               |         |   |                  |  
|                                                                              |  |               | 199,207 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Property, Plant and Equipment, net                                            |  |               | 209,941 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|                                                                              |  | $             | 574,373 |   |                  | $
|                                                                              |  |               |         |   |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                          |  |               |         |   |                  |  
|Current Liabilities                                                           |  |               |         |   |                  |  
|Notes payable                                                                 |  | $             | 7,681   |   |                  | $
|Trade accounts payable                                                        |  |               | 4,084   |   |                  |  
|Accrued payroll and related benefits                                          |  |               | 7,517   |   |                  |  
|Television and radio broadcast rights payable                                 |  |               | 3,658   |   |                  |  
|Other current liabilities                                                     |  |               | 2,036   |   |                  |  
|Current liabilities held for sale                                             |  |               | 2,569   |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Total current liabilities                                                     |  |               | 27,545  |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Long-term Debt, net of current maturities                                     |  |               | 258,424 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Other Liabilities                                                             |  |               |         |   |                  |  
|Accrued retirement benefits                                                   |  |               | 17,024  |   |                  |  
|Deferred income taxes                                                         |  |               | 49,899  |   |                  |  
|Television and radio broadcast rights payable, long-term portion              |  |               | 168     |   |                  |  
|Other liabilities                                                             |  |               | 5,884   |   |                  |  
|Other liabilities held for sale                                               |  |               | 450     |   |                  |  
|                                                                              |  |               |         |   |                  |  
|                                                                              |  |               | 73,425  |   |                  |  
|                                                                              |  |               |         |   |                  |  
|Commitments and Contingencies                                                 |  |               |         |   |                  |  
|Stockholders Equity                                                          |  |               |         |   |                  |  
|Common stock, shares authorized 12,000,000, $1.25 par value; issued
8,594,060 |  |               | 10,743  |   |                  |  
|Capital in excess of par                                                      |  |               | 3,488   |   |                  |  
|Deferred compensation                                                         |  |               | (9      | ) |                  |  
|Accumulated other comprehensive incomenet of income taxes:                   |  |               |         |   |                  |  
|Unrealized gain on marketable securities                                      |  |               | 67,583  |   |                  |  
|Minimum pension liability                                                     |  |               | (2,183  | ) |                  |  
|Retained earnings                                                             |  |               | 135,357 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|                                                                              |  |               | 214,979 |   |                  |  
|                                                                              |  |               |         |   |                  |  
|                                                                              |  | $             | 574,373 |   |                  | $
|                                                                              |  |               |         |   |                  |  



See
accompanying notes to condensed consolidated financial statements.





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FISHER
COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS



|                                                                                           |  | Three months ended March 31 |        
|------------------------------------------------------------------------------------------ |  | --------------------------- | -------
|                                                                                           |  | 2003                        |        
|(in thousands)                                                                             |  |                             |        
|(Unaudited)                                                                                |  |                             |        
|Cash flows from operating activities                                                       |  |                             |        
|Net loss                                                                                   |  | $                           | (21,375
|Adjustments to reconcile net loss to net cash provided by operating
activities             |  |                             |        
|Depreciation and amortization                                                              |  |                             | 4,956  
|Noncurrent deferred income taxes                                                           |  |                             | (12,495
|Equity in operations of equity investees                                                   |  |                             | (4     
|Amortization of deferred loan costs                                                        |  |                             | 286    
|Increase in fair value of derivative instruments                                           |  |                             |        
|Loss from extinguishment of debt                                                           |  |                             |        
|Net loss from discontinued operations                                                      |  |                             | 28,613 
|Amortization of television and radio broadcast rights                                      |  |                             | 2,991  
|Payments for television and radio broadcast rights                                         |  |                             | (4,014 
|Other                                                                                      |  |                             | 869    
|Change in operating assets and liabilities                                                 |  |                             |        
|Receivables                                                                                |  |                             | 7,608  
|Prepaid income taxes                                                                       |  |                             | 730    
|Prepaid expenses                                                                           |  |                             | (1,977 
|Cash value of life insurance and retirement deposits                                       |  |                             | (65    
|Other assets                                                                               |  |                             | 2,681  
|Trade accounts payable, accrued payroll and related benefits and other current
liabilities |  |                             | 413    
|Accrued retirement benefits                                                                |  |                             | (1,387 
|Other liabilities                                                                          |  |                             | 1,217  
|                                                                                           |  |                             |        
|Net cash provided by operating activities                                                  |  |                             | 9,047  
|                                                                                           |  |                             |        
|Cash flows from investing activities                                                       |  |                             |        
|Proceeds from sale of real estate and property, plant and equipment                        |  |                             | 111    
|Restricted cash                                                                            |  |                             | 12,778 
|Purchase of property, plant and equipment                                                  |  |                             | (3,013 
|                                                                                           |  |                             |        
|Net cash provided by (used in) investing activities                                        |  |                             | 9,876  
|                                                                                           |  |                             |        
|Cash flows from financing activities                                                       |  |                             |        
|Net payments under notes payable                                                           |  |                             | (122   
|Borrowings under borrowing agreements and mortgage loans                                   |  |                             |        
|Payments on borrowing agreements and mortgage loans                                        |  |                             | (28,178
|Payment of deferred loan costs                                                             |  |                             | (75    
|Cash dividends paid                                                                        |  |                             |        
|                                                                                           |  |                             |        
|Net cash provided by (used in) financing activities                                        |  |                             | (28,375
|                                                                                           |  |                             |        
|Net increase (decrease) in cash and short-term cash investments                            |  |                             | (9,452 
|Cash and short-term cash investments, beginning of period                                  |  |                             | 23,515 
|                                                                                           |  |                             |        
|Cash and short-term cash investments, end of period                                        |  | $                           | 14,063 
|                                                                                           |  |                             |        



See
accompanying notes to condensed consolidated financial statements.



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FISHER
COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



|                                                                                                         |  | Three months ended March 31 |        
|-------------------------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                                         |  | 2003                        |        
|(in thousands)                                                                                           |  |                             |        
|(Unaudited)                                                                                              |  |                             |        
|Net loss                                                                                                 |  | $                           | (21,375
|Other comprehensive income:                                                                              |  |                             |        
|Unrealized gain on marketable securities                                                                 |  |                             | 904    
|Effect of income taxes                                                                                   |  |                             | (317   
|Net gain on interest rate swap                                                                           |  |                             |        
|Effect of income taxes                                                                                   |  |                             |        
|Loss on settlement of interest rate swap reclassified to operations, net of income tax
benefit of $923   |  |                             |        
|Unrealized gain on marketable securities reclassified to operations, net of income tax
benefit of $1,090 |  |                             | (2,024 
|                                                                                                         |  |                             |        
|Comprehensive loss                                                                                       |  | $                           | (22,812
|                                                                                                         |  |                             |        



See
accompanying notes to condensed consolidated financial statements.



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FISHER COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1. The unaudited financial information furnished herein, in the opinion of management, reflects all adjustments which are necessary to state fairly the consolidated financial position, results of operations, and cash flows of Fisher
Communications, Inc. and subsidiaries (the Company) as of and for the periods indicated. Fisher Communications, Inc.s principal wholly-owned subsidiaries include Fisher Broadcasting Company, Fisher Media Services Company, and
Fisher Properties Inc. The Company presumes that users of the interim financial information herein have read or have access to the Companys audited consolidated financial statements and that the adequacy of additional disclosure needed for a
fair presentation, except in regard to material contingencies or recent subsequent events, may be determined in that context. Accordingly, footnote and other disclosures which would substantially duplicate the disclosures contained in Form 10-K for
the year ended December 31, 2002 filed on March 25, 2003 by the Company have been omitted. The financial information herein is not necessarily representative of a full years operations.



2. Accounting change



In May 2002, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 145 Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (FAS 145). FAS 145, which updates, clarifies, and simplifies existing accounting pronouncements became
effective for the Companys 2003 financial statements. Accordingly, a loss from extinguishment of long-term debt reported by the Company as an extraordinary item in the 2002 financial statements has been reclassified to continuing operations.



On January 1, 2003, the Company adopted FASB Statement No. 143,
Accounting for Asset Retirement Obligations (FAS 143). This statement requires entities to record the fair value of future liabilities for asset retirement obligations as an increase in the carrying amount of the related long-lived asset
if a reasonable estimate of fair value can be made. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the useful life of the related asset. The Company has certain legal obligations, principally
related to leases on locations used for broadcast system assets, which fall within the scope of FAS 143. These legal obligations include a responsibility to remediate the leased sites on which these assets are located. In conjunction with the
adoption of FAS 143, the Company did not record asset retirement obligations subject to the provisions of this statement as the fair value of these obligations could not reasonably be estimated.



In February 2003, the Company adopted FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys
activities or entitled to receive a majority of the entitys residual returns or both. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate but in which it has a significant variable
interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. Adoption of this portion of the interpretation did not have a material impact on the Companys financial
statements. The consolidation requirements apply to existing entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The impact of adoption of this portion of the interpretation is not expected to have a material impact on the companys financial statements.



3. Discontinued operations



In October 2002, the Companys real estate subsidiary concluded the sale
of one industrial property. In December 2002, the real estate subsidiary concluded the sale of three industrial properties. The properties that were sold meet the criteria of a component of an entity as defined in FASB Statement No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144). In accordance with the provisions of FAS 144, the results of operations of the properties sold through the date of sale, as well as the gain recognized on sales,
are reported as discontinued operations in the accompanying financial statements. The prior year results of operations of the properties sold have been reclassified to conform to the 2003 presentation.



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The loss from discontinued
operations of the real estate sold for the three months ended March 31, 2002 is summarized as follows (in thousands):



|                        |  | (Unaudited) |   
|----------------------- |  | ----------- | --
|Income from operations: |  |             |   
|Before income taxes     |  | $           | 19
|Income tax effect       |  |             | (7
|                        |  |             |   
|                        |  | $           | 12
|                        |  |             |   



Revenue of the real
estate sold amounted to $958,000 in the three months ended March 31, 2002.



On January 29, 2003, the broadcasting subsidiary signed an asset purchase agreement for the sale of its two Georgia television stations, WFXG-TV, Augusta and WXTX-TV, Columbus, for a purchase price of $40 million plus working
capital. Completion of the sale is subject to FCC approval, receipt of consents to assignment of certain material agreements, and satisfaction of other customary closing conditions. The sale is expected to be completed in the third quarter of 2003.
The stations to be sold meet the criteria of a component of an entity as defined in FAS 144. In accordance with the provisions of FAS 144, the results of operations of the stations through the date of completion of the sale, as well as
the estimated loss to be recognized on the sale, are reported as discontinued operations in the accompanying financial statements. The prior year results of operations of the stations to be sold have been reclassified to conform to the 2003
presentation.



The loss from discontinued operations of the
television stations to be sold is summarized as follows (in thousands):



|                                                             |  | Three months ended March 31 |        
|------------------------------------------------------------ |  | --------------------------- | -------
|                                                             |  | 2003                        |        
|                                                             |  | (Unaudited)                 |        
|Income from operations:                                      |  |                             |        
|Before income taxes                                          |  | $                           | 464    
|Income tax effect                                            |  |                             | (163   
|                                                             |  |                             |        
|                                                             |  |                             | 301    
|Estimated loss from disposal of Georgia television stations: |  |                             |        
|Before income taxes                                          |  |                             | (28,613
|Income tax benefit                                           |  |                             | 10,015 
|                                                             |  |                             |        
|                                                             |  |                             | (18,598
|                                                             |  |                             |        
|                                                             |  | $                           | (18,297
|                                                             |  |                             |        



Revenue of the stations
to be sold amounted to $2,060,000 and $1,868,000 in the three months ended March 31, 2003 and 2002, respectively.



4. Derivative instruments



The Company is a party to a variable forward sales transaction (Forward Transaction) with a financial institution. The Companys
obligations under the Forward Transaction are collateralized by 3,000,000 shares of SAFECO Corporation common stock owned by the Company. A portion of the Forward Transaction is considered a derivative and, as such, the Company periodically measures
its fair value and recognizes the derivative as an asset or a liability. The change in the fair value of the derivative is recorded in the income statement. The Company may in the future designate the Forward Transaction as a hedge and, accordingly,
the change in fair value will be recorded in the income statement or in other comprehensive income depending on its effectiveness. The Company may borrow up to $70,000,000 under the Forward Transaction. The Forward Transaction will mature in five
separate six-month intervals beginning March 15, 2005 through March 15, 2007. The amount due at each maturity date will be determined based on the market value of SAFECO common stock on such maturity date. Although the Company will have the option
of settling the amount due in cash, or by delivery of shares of SAFECO common stock, the Company currently intends to settle in cash rather than by delivery of shares. The Company may prepay amounts due in connection with the Forward Transaction.
During



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the term of the Forward Transaction, the Company will continue to receive dividends paid by SAFECO;
however, any increase in the dividend amount above the present rate must be paid to the financial institution that is a party to the Forward Transaction. At March 31, 2003 the derivative portion of the Forward Transaction had a fair market value of
$4,335,000. At March 31, 2003, $50,913,000 was outstanding under the Forward Transaction including accrued interest amounting to $4,461,000. Subsequent to March 31, 2003, the Company made a payment of $5,000,000 on the Forward Transaction.



In March 2002, the broadcasting subsidiary entered into an
interest rate swap agreement fixing the interest rate at 6.87%, plus a margin based on the broadcasting subsidiarys ratio of consolidated funded debt to consolidated EBITDA, on a portion of the floating rate debt outstanding under the
broadcast facility. The notional amount of the swap is $65,000,000, which reduces as payments are made on principal outstanding under the broadcast facility, until termination of the contract in March 2004. At March 31, 2003 the fair market value of
the swap agreement was a liability of $3,644,000.



Changes in the
fair market value of the Forward Transaction and the interest rate swap agreement are included in Net loss on derivative instruments in the accompanying Condensed Consolidated Financial Statements.



5. Television and radio broadcast rights and other commitments:



The broadcasting subsidiary acquires television and radio broadcast rights,
and at March 31, 2003 has commitments under license agreements amounting to $72,367,000 for future rights to broadcast television and radio programs through 2008, and $11,574,000 in related fees. As these programs will not be available for broadcast
until after March 31, 2003, they have been excluded from the financial statements. In addition, the broadcasting subsidiary has commitments under a Joint Sales Agreement totaling $13,029,000 through 2007.



6. Income (loss) per share:



Net income (loss) per share represents net income (loss) divided by the
weighted average number of shares outstanding during the year. Net income (loss) per share assuming dilution represents net income (loss) divided by the weighted average number of shares outstanding, including the potentially dilutive impact of the
stock options and restricted stock rights issued under the Companys incentive plans. Common stock options and restricted stock rights are converted using the treasury stock method.



The weighted average number of shares outstanding as of March 31, 2003 was 8,594,060. The dilutive effect of 1,504 restricted
stock rights and options to purchase 422,798 shares are excluded for the three months ended March 31, 2003 because such rights and options were anti-dilutive.



The weighted average number of shares outstanding as of March 31, 2002 was 8,591,658. The dilutive effect of 3,612 restricted stock rights and options to
purchase 441,161 shares are excluded for the three months ended March 31, 2002 because such rights and options were anti-dilutive.



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7. Stock-based compensation:



The Company accounts for common stock options and restricted
common stock rights in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based compensation is reflected in net loss, as all options granted had an exercise
price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of FASB Statement No.
123, Accounting for Stock-Based Compensation, to stock-based employee compensation (in thousands, except per share amounts):



|                                                                                                                                                     |  | Three months ended March 31 |        
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                                                                                     |  | 2003                        |        
|                                                                                                                                                     |  | (Unaudited)                 |        
|Net loss, as reported                                                                                                                                |  | $                           | (21,375
|Deduct total stock-based employee compensation expense determined under the fair value
based method for all awards, net of related income tax effect |  |                             | (148   
|                                                                                                                                                     |  |                             |        
|Adjusted net loss                                                                                                                                    |  | $                           | (21,523
|                                                                                                                                                     |  |                             |        
|Loss per share:                                                                                                                                      |  |                             |        
|As reported                                                                                                                                          |  | $                           | (2.49  
|Adjusted                                                                                                                                             |  | $                           | (2.51  
|Loss per share assuming dilution:                                                                                                                    |  |                             |        
|As reported                                                                                                                                          |  | $                           | (2.51  
|Adjusted                                                                                                                                             |  | $                           | (2.51  



8. Segment information:



The Company operates its continuing operations as three
principal business segments: broadcasting, media services, and real estate. Income (loss) from operations by business segment consists of revenue less operating expenses. In computing income from operations by business segment, other income, net,
and equity in operations of equity investees have not been included, and net loss on derivative instruments, loss from extinguishment of long-term debt, interest expense, and income taxes have not been deducted. Identifiable assets by business
segment are those assets used in the operations of each segment. Corporate assets are principally marketable securities.



Identifiable assets for each segment are as follows (in thousands):



|                                  |  | March 31 2003 |         | December 31 2002
|--------------------------------- |  | ------------- | ------- | ----------------
|                                  |  | (Unaudited)  
|Broadcasting                      |  | $             | 276,701 |                 
|Media services                    |  |               | 84,343  |                 
|Real estate                       |  |               | 48,702  |                 
|Corporate, eliminations and other |  |               | 131,014 |                 
|                                  |  |               |         |                 
|Continuing operations             |  |               | 540,760 |                 
|Discontinued operations           |  |               | 33,613  |                 
|                                  |  |               |         |                 
|                                  |  | $             | 574,373 |                 
|                                  |  |               |         |                 



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Income (loss) from continuing
operations for each segment are as follows (in thousands):



|                                  |  | Three months ended March 31 |       
|--------------------------------- |  | --------------------------- | ------
|                                  |  | 2003                        |       
|                                  |  | (Unaudited)                 |       
|Broadcasting                      |  | $                           | (3,115
|Media services                    |  |                             | 833   
|Real estate                       |  |                             | 440   
|Corporate, eliminations and other |  |                             | (2,182
|                                  |  |                             |       
|Continuing operations             |  | $                           | (4,024
|                                  |  |                             |       



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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF  OPERATIONS



The following discussion and analysis should be read in conjunction with the Financial Statements and related Notes thereto included elsewhere in this
quarterly report on Form 10-Q. Some of the statements in this quarterly report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing
verbs such as `aims, anticipates, believes, estimates, expects, hopes, intends, plans, predicts, projects or targets or nouns corresponding to such verbs. Forward-looking statements also include any other passages that are primarily relevant
to expected future events or that can only be fully evaluated by events that will occur in the future. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking
statements, including, without limitation, those factors discussed under the caption Additional Factors That May Affect Our Business, Financial Condition And Future Results, and those discussed in our annual report on Form 10-K for the
year ended December 31, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect our business, prospects and results of operations. As used herein, unless the context requires otherwise, when we say we, us, our, or the
Company, we are referring to Fisher Communications, Inc. and its consolidated subsidiaries.



This discussion is intended to provide an analysis of significant trends and material changes in our financial position and operating results during the three month period ended March 31, 2003 compared
with the similar period in 2002.



In October 2002, our real
estate subsidiary concluded the sale of the subsidiarys Fisher Commerce Center industrial property. Net proceeds from the sale were $8,993,000. In December 2002 the subsidiary concluded the sale of three industrial properties. Net proceeds
from the sale were $37,510,000. The results of operations of the properties sold in October and December 2002 are reported as discontinued operations for the three months ended March 31, 2002 in the accompanying condensed consolidated financial
statements.



On January 29, 2003, the broadcasting subsidiary
signed an asset purchase agreement for the sale of its two Georgia television stations, WFXG-TV, Augusta and WXTX-TV, Columbus, for a purchase price of $40 million plus working capital. Completion of the sale is subject to FCC approval, receipt of
consents to assignment of certain material agreements, and satisfaction of other customary closing conditions. The sale is expected to be completed in the third quarter of 2003. The stations to be sold meet the criteria of a component of an
entity as defined in FASB Statement No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144). In accordance with the provisions of FAS 144, the results of operations of the stations through the date of
completion of the sale, as well as the estimated loss to be recognized on the sale, are reported as discontinued operations in the accompanying condensed consolidated financial statements. The prior year results of operations of the stations to be
sold have been reclassified to conform to the 2003 presentation.



In connection with our ongoing corporate restructuring, we expect to discontinue operations at Fisher Properties and Fisher Media Services during 2003. In particular, we expect to sell the remaining two commercial properties at
Fisher Properties, West Lake Union Center and Fisher Business Center, plus the property management operation. In addition, we expect that the media services businesses of Fisher Entertainment, Fisher Pathways, and Civia will either be sold, absorbed
into our broadcasting operations, or shut down. We expect that such actions will reduce the revenue, operating expenses, depreciation, and income or loss attributable to our media services and real estate business segments.



Percentage comparisons have been omitted within the following tables where
they are not considered meaningful.



CRITICAL ACCOUNTING
POLICIES



The SEC has defined a companys critical
accounting policies as the ones that are most important to the portrayal of the companys financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the
need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our critical accounting policies below. We also have other key accounting policies, which involve the use of estimates, judgments and
assumptions that are significant to understanding our results. For a detailed discussion on the application of these and other accounting policies, see





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Note 1 to the Consolidated Financial Statements contained in our annual report on Form 10-K for the year
ended December 31, 2002.



Estimates. The preparation of
financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Allowance for doubtful accounts. We evaluate the collectibility of our accounts receivable based on a combination of
factors. In circumstances where we are aware of a specific customers inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we
recognize reserves for bad debts based on historical experience of bad debts as a percent of accounts receivable for each business unit, adjusted for relative improvements or deteriorations in the aging and changes in current economic conditions.



Television and radio broadcast rights. Television and
radio broadcast rights are recorded as assets when the license period begins and the programs are available for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast
within one year are classified as current assets, while costs of those programs to be broadcast after one year are considered noncurrent. The costs are charged to operations over their estimated broadcast periods using the straight-line method.
Program obligations are classified as current or noncurrent in accordance with the payment terms of the license agreement. Costs of programs which are not available for broadcast are not recorded as assets and are disclosed as commitments.



Accounting for derivative instruments. We utilize an
interest rate swap in the management of our variable rate exposure. The interest rate swap is held at fair value with the change in fair value being recorded in the statement of income.



We entered into a variable forward sales transaction with a financial institution. Our obligations under the Forward
Transaction are collateralized by 3,000,000 shares of SAFECO Corporation common stock owned by us. A portion of the Forward Transaction will be considered a derivative and, as such, we will periodically measure its fair value and recognize the
derivative as an asset or a liability. The change in the fair value of the derivative is recorded in the income statement. We may in the future designate the Forward Transaction as a hedge and, accordingly, the change in fair value will be recorded
in the income statement or in other comprehensive income depending on its effectiveness.



Goodwill and long-lived intangible assets. Goodwill represents the excess of purchase price of certain broadcast properties over the fair value of tangible net assets acquired and is accounted for under the provision
of Statement of Financial Accounting Standards No. 142.



On
January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (FAS 142). Upon adoption we ceased amortizing goodwill. Goodwill is now tested for impairment annually or whenever
events or circumstances occur indicating that goodwill might be impaired. We have determined that indefinite-lived intangible assets resulting from past business combinations are to be accounted for as goodwill. In the second quarter of 2002 we
completed the first step of the transitional impairment test for goodwill and found no indication of impairment. The determination of fair value is a critical and complex consideration when assessing impairment under FAS 142 that involves
significant assumptions and estimates. These assumptions and estimates were based on our best judgments. We completed our annual test for impairment of goodwill during the fourth quarter of 2002 and found no indication of impairment. Our judgments
regarding the existence of impairment indicators include: an assessment of the impacts of legal factors and market and economic conditions; the results of our operational performance and strategic plans; competition and market share; any potential
for the sale or disposal of a significant portion of our business; and availability of sources of funding to conduct our principal operations. In the future, it is possible that such assessments could cause us to conclude that impairment indicators
exist and that certain assets are impaired. The carrying value of goodwill is $135 million as of March 31, 2003.



Whenever changes in circumstances indicate that the carrying amount may not be recoverable we assess the recoverability of intangible and long-lived assets by reviewing the performance of the
underlying operations, in particular, the operating cash flows (earnings before interest, income taxes, depreciation and amortization) of the operation.



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CONSOLIDATED RESULTS OF
OPERATIONS



Operating results for the three months ended
March 31, 2003 showed a consolidated loss of $21,375,000 including loss from discontinued operations amounting to $18,297,000. Net loss for the three months ended March 31, 2002 was $7,758,000 including income from discontinued operations amounting
to $276,000.



Revenue

---



|Three months ended March 31 |  | 2003 |            | % Change |       |   | 2002
|--------------------------- |  | ---- | ---------- | -------- | ----- | - | ----
|Broadcasting                |  | $    | 28,804,000 |          | 2.9   | % |     
|Media services              |  |      | 4,084,000  |          | 150.3 | % |     
|Real estate                 |  |      | 1,906,000  |          | -15.1 | % |     
|                            |  |      |            |          |       |   |     
|Consolidated                |  | $    | 34,794,000 |          | 9.2   | % |     



First quarter 2003
broadcasting revenue increased $825,000, compared with the same period of last year. Television revenues, net of sales commissions, increased 4%. Net revenue from overall radio operations was essentially unchanged compared with first-quarter 2002.



Our Seattle and Portland television stations experienced revenue
increases of 1% and 6%, respectively. Based on information published by Miller, Kaplan, Arase & Co. (Miller Kaplan), revenue for the overall Seattle television market increased 4% during first quarter of 2003, and revenue for the overall
Portland television market decreased 3%. Our smaller market television operations experienced increased revenues ranging from 1% to 28%, except for KBCI in Boise, Idaho, which experienced a decline of 1%.



First quarter revenue at our small market radio stations in Eastern Washington
and Montana increased 12%. Revenue at Seattle and Portland radio operations declined 3% and 6%, respectively. Miller Kaplan reported that, for the first quarter of 2003, radio revenues for the Seattle market increased 5%, and revenues for the
Portland radio market increased 6%.



The increase in revenue for
the media services segment in 2003 is due to increased revenue from program production and development at Fisher Entertainment and from increased revenue at Fisher Plaza, where a tenant paid a significant penalty for early termination of premises
agreements.



The comparison of real estate revenue is impacted by
rents from the Lake Union properties which are included in results for the first quarter of 2002, but are not included in 2003 as the property was sold in September 2002.



Cost of services sold

---



|Three months ended March 31 |  | 2003 |            |   | % Change |       |   | 2002 |  
|--------------------------- |  | ---- | ---------- | - | -------- | ----- | - | ---- | -
|Broadcasting                |  | $    | 15,241,000 |   |          | -.1   | % |      | $
|Media services              |  |      | 1,912,000  |   |          | 171.0 | % |      |  
|Real estate                 |  |      | 341,000    |   |          | -21.5 | % |      |  
|                            |  |      |            |   |          |       |   |      |  
|Consolidated                |  | $    | 17,494,000 |   |          | 6.7   | % |      | $
|Percentage of revenue       |  |      | 50.3       | % |          |       |   |      |  



The cost of services
sold consists primarily of costs to acquire, produce, and promote broadcast programming, operating costs of the businesses in the media services segment, and costs to operate the properties held by the real estate segment. These costs are relatively
fixed in nature, and do not necessarily vary on a proportional basis with revenue.



Overall operating expenses at the broadcasting segment for first quarter of 2003 declined modestly compared with the first quarter of 2002. Increases in a number of expense categories at our television stations were more
than offset by a reduction in the cost of syndicated programming. Our Seattle radio operations reported increased operating expenses as a result of the 24 hour news format adopted by KOMO AM in the fall of 2002 and additional costs associated with
the broadcast of Seattle Mariners baseball.



The increase in
operating expenses in the media services segment is principally due to program production and development at Fisher Entertainment and to increases in insurance, utilities, and other operating costs at Fisher Plaza.



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The decline in real estate
operating expenses relates primarily to costs of operating the Lake Union properties during the first quarter of 2002. Those properties were sold in the fall of 2002 and, therefore, are excluded from 2003 results.



Selling expenses

---



|Three months ended March 31 |  | 2003 |           |   | % Change |      |   | 2002 |  
|--------------------------- |  | ---- | --------- | - | -------- | ---- | - | ---- | -
|Broadcasting                |  | $    | 6,199,000 |   |          | 54.0 | % |      | $
|Media services              |  |      | 167,000   |   |          | 41.1 | % |      |  
|                            |  |      |           |   |          |      |   |      |  
|Consolidated                |  | $    | 6,366,000 |   |          | 53.6 | % |      | $
|Percentage of revenue       |  |      | 18.3      | % |          |      |   |      |  



The increase in selling
expenses at our broadcasting segment in 2003 is principally due to costs incurred at Seattle Radio operations in connection with a joint sales agreement that became effective in March 2002, and additional sales personnel and other costs related to
the rights agreement to broadcast Seattle Mariners baseball games on KOMO AM.



The increase in selling expenses at the media services segment is primarily due to marketing efforts for Fisher Plaza.



General and administrative expenses

---



|Three months ended March 31       |  | 2003 |            |   | % Change |       |   | 2002 |  
|--------------------------------- |  | ---- | ---------- | - | -------- | ----- | - | ---- | -
|Broadcasting                      |  | $    | 7,121,000  |   |          | 7.3   | % |      | $
|Media services                    |  |      | 398,000    |   |          | -60.2 | % |      |  
|Real estate                       |  |      | 506,000    |   |          | -21.1 | % |      |  
|Corporate, eliminations and other |  |      | 2,134,000  |   |          | 3.8   | % |      |  
|                                  |  |      |            |   |          |       |   |      |  
|Consolidated                      |  | $    | 10,159,000 |   |          | -1.7  | % |      | $
|Percentage of revenue             |  |      | 29.2       | % |          |       |   |      |  



The increase in
broadcasting general and administrative expenses is principally due to higher medical benefits. Other employee-related costs increased at our Seattle radio operations as a result of additional personnel required for the all-news format and broadcast
of Seattle Mariners baseball.



The decrease in general and
administrative expenses at the media services segment is primarily attributable to expenses incurred by Civia, Inc. during the first quarter of 2002 in connection with development of the Civia Media Terminal. No development took place in 2003.



The decrease in general and administrative expenses in the real
estate segment is primarily attributable to a decrease in salaries and related costs as a result of staff reductions as the Company continues to reduce its real estate portfolio.



The increase in general and administrative expenses at the corporate segment is principally related to legal and consulting
fees incurred in connection with a review of strategic alternatives that concluded in February 2003.



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Depreciation and
amortization

---



|Three months ended March 31       |  | 2003 |           |   | % Change |       |   | 2002 |  
|--------------------------------- |  | ---- | --------- | - | -------- | ----- | - | ---- | -
|Broadcasting                      |  | $    | 3,357,000 |   |          | 3.3   | % |      | $
|Media services                    |  |      | 775,000   |   |          | 77.2  | % |      |  
|Real estate                       |  |      | 619,000   |   |          | -15.8 | % |      |  
|Corporate, eliminations and other |  |      | 48,000    |   |          | -18.9 | % |      |  
|                                  |  |      |           |   |          |       |   |      |  
|Consolidated                      |  | $    | 4,799,000 |   |          | 7.1   | % |      | $
|Percentage of revenue             |  |      | 13.8      | % |          |       |   |      |  



The increase in
depreciation and amortization at the broadcasting segment is largely attributable to capital expenditures made in connection with the relocation of Seattle radio operations to Fisher Plaza in fall of 2002.



The increase in depreciation in the media services segment is attributable to
operations of Fisher Plaza.



The decrease in depreciation and
amortization at our real estate segment relates primarily to depreciation of the Lake Union properties during the first quarter of 2002. Those properties were sold in the fall of 2002 and, therefore, are excluded from 2003 results.



Income (Loss) from operations

---



|Three months ended March 31       |  | 2003 |            |   | % Change |        |   | 2002 |  
|--------------------------------- |  | ---- | ---------- | - | -------- | ------ | - | ---- | -
|Broadcasting                      |  | $    | (3,115,000 | ) |          | 162.7  | % |      | $
|Media services                    |  |      | 833,000    |   |          | -232.1 | % |      |  
|Real estate                       |  |      | 440,000    |   |          | 1.6    | % |      |  
|Corporate, eliminations and other |  |      | (2,182,000 | ) |          | 3.2    | % |      |  
|                                  |  |      |            |   |          |        |   |      |  
|Consolidated                      |  | $    | (4,024,000 | ) |          |        |   |      | $



Income (loss) from
operations by business segment consists of revenue less operating expenses. In computing income from operations by business segment, other income, net, and equity in operations of equity investees have not been included, and net loss on derivative
instruments, loss from extinguishment of long-term debt, interest expense, and income taxes have not been deducted. Identifiable assets by business segment are those assets used in the operations of each segment.



Net loss on derivative instruments

---



|Three months ended March 31 |  | 2003 |          |   | 2002 |  
|--------------------------- |  | ---- | -------- | - | ---- | -
|                            |  | $    | (242,000 | ) |      | $



During the first quarter
of 2003, net loss on derivative instruments includes unrealized loss resulting from a decrease in fair value of a variable forward sales transaction amounting to $892,000, partially offset by unrealized gain from an increase in the fair value of an
interest rate swap agreement amounting to $650,000.



The amount
for 2002 includes an unrealized gain resulting from an increase in fair value of the variable forward sales transaction amounting to $2,040,000, offset by an unrealized loss in an interest rate swap agreement amounting to $129,000, and a realized
loss of $2,636,000 on termination of an interest rate swap agreement.



Loss from extinguishment of long-term debt

---



|Three months ended March 31 |  | 2003 |     | 2002 |  
|--------------------------- |  | ---- | --- | ---- | -
|                            |  | $    | -0- |      | $



We repaid certain loans
in March 2002 and, as a result, expensed deferred loan costs amounting to $3,264,000. This expense was previously reported in the 2002 financial statements as an extraordinary item in the amount of $2,058,000, net of income tax benefit.



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Other income, net

---



|Three months ended March 31 |  | 2003 |           | 2002
|--------------------------- |  | ---- | --------- | ----
|                            |  | $    | 4,801,000 |     



Other income, net
includes dividends received on marketable securities and, to a lesser extent, interest and miscellaneous income. The amount for 2003 also includes gains on sale of marketable securities amounting to $3,657,000 and income from prepayment of an
installment note receivable.



Interest expense

---



|Three months ended March 31 |  | 2003 |           | % Change |      |   | 2002
|--------------------------- |  | ---- | --------- | -------- | ---- | - | ----
|                            |  | $    | 5,536,000 |          | 21.3 | % |     



Interest expense
includes interest on borrowed funds, loan fees, and net payments under a swap agreement. The increase in interest expense results from several factors, including: higher interest rates on some borrowings; an interest rate swap agreement that has a
higher fixed interest rate than was in effect during the first quarter of 2002; we paid a premium in February 2003 in connection with prepayment of certain long-term debt. Interest capitalized in connection with the Fisher Plaza project amounted to
$669,000 and $399,000 during the three months ended March 31, 2003 and 2002, respectively.



Provision for federal and state income taxes (benefit)

---



|Three months ended March 31 |  | 2003 |            |   | % Change |       |   | 2002 |  
|--------------------------- |  | ---- | ---------- | - | -------- | ----- | - | ---- | -
|                            |  | $    | (1,919,000 | ) |          | -42.9 | % |      | $
|Effective tax rate          |  |      | 38.4       | % |          |       |   |      |  



The provision for
federal and state income taxes varies directly with pre-tax income. The tax benefits reflect our ability to utilize net operating losses. The effective tax rate varies from the statutory rate primarily by due to a deduction for dividends received,
offset by the impact of state income taxes.



Other
comprehensive income (loss)

---



|Three months ended March 31 |  | 2003 |            |   | 2002
|--------------------------- |  | ---- | ---------- | - | ----
|                            |  | $    | (1,437,000 | ) |     



Other comprehensive
income (loss) includes unrealized gain or loss on our marketable securities and, during a portion of 2002, the effective portion of the change in fair value of an interest rate swap agreement, and is net of income taxes.



During the three months ended March 31, 2003 the value of our marketable
securities increased $587,000, net of tax. Also during the period, we realized gain amounting to $2,024,000, net of tax, from sale of our investment in Weyerhaeuser Company common stock, which was reclassified to operations.



At March 31, 2003, our marketable securities consisted of 3,002,376 shares of
SAFECO Corporation. The per share market price of SAFECO Corporation common stock was $34.67 at December 31, 2002, $34.97 at March 31, 2003, $31.15 at December 31, 2001, and $32.04 at March 31, 2002.



During the period from January 1, 2002 through March 21, 2002 we used an
interest rate swap, designated as a cash flow hedge, to manage exposure to interest rate risks. During this period the fair value of the swap increased $543,000, net of tax, which is recorded in other comprehensive income. In connection with the
refinancing of our long-term debt, the swap agreement was terminated and the remaining negative fair market value of $2,636,000 ($1,713,000 net of tax benefit) was reclassified to operations.



Unrealized gains and losses are reported as accumulated other comprehensive
income, a separate component of stockholders equity.



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Liquidity and Capital
Resources



As of March 31, 2003 we had working capital of
$32,687,000 and cash and short-term cash investments totaling $14,063,000. We intend to finance working capital, debt service, and capital expenditures primarily through operating activities. However, we will consider using available credit
facilities to fund significant development activities. As of March 31, 2003, approximately $40,000,000 is available under existing credit facilities.



Net cash provided by operating activities during the three months ended March 31, 2003 was $9,047,000. Net cash provided by operating activities consists
of our net income, increased by non-cash expenses such as depreciation and amortization, and adjusted by changes in operating assets and liabilities. Net cash provided by investing activities during the period was $9,876,000, including restricted
cash of $12,778,000 that became available for general corporate purposes during the first quarter, reduced by $3,013,000 invested for purchase of property, plant and equipment (including the Fisher Plaza project). Net cash used in financing
activities was $28,375,000, primarily for payments on borrowing agreements and mortgage loans.



As of March 31, 2003, future maturities of notes payable and long-term debt, and television and radio broadcast rights are as follows (in thousands):



|           |  | Notes Payable and Long-Term Debt |         | Broadcast Rights
|---------- |  | -------------------------------- | ------- | ----------------
|2003       |  | $                                | 5,886   |                 
|2004       |  |                                  | 8,776   |                 
|2005       |  |                                  | 86,467  |                 
|2006       |  |                                  | 44,822  |                 
|2007       |  |                                  | 22,367  |                 
|Thereafter |  |                                  | 97,787  |                 
|           |  |                                  |         |                 
|           |  | $                                | 266,105 |                 
|           |  |                                  |         |                 



ADDITIONAL FACTORS
THAT MAY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND FUTURE RESULTS



The following risk factors and other information included in this quarterly report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition and future results could be materially adversely affected.



A continuing economic downturn in the Seattle, Washington or Portland,
Oregon areas or in the national economy could adversely affect our operations, revenue, cash flow and earnings.



Our operations are concentrated primarily in the Pacific Northwest. The Seattle, Washington and Portland, Oregon markets are particularly important for
our financial well being. Operating results during 2002 and 2003 were adversely impacted by a soft economy, and a continuing economic downturn in these markets could have a material adverse effect on our operations and financial condition. Because
our costs of services are relatively fixed, we may be unable to significantly reduce costs if our revenues continue to decline. If our revenues do not increase or if they continue to decline, we could continue to suffer net losses or such net losses
could increase. In addition, a continued downturn in the national economy has resulted and may continue to result in decreased national advertising sales. This could have an adverse affect on our results of operations because national advertising
sales represent approximately one-third of our television advertising net revenue.



Our restructuring may cause disruption of operations and distraction of management, and may not achieve the desired results.



We continue to implement a restructuring of our corporate enterprise. This restructuring may disrupt operations and distract management, which could have
a material adverse effect on our operating results. We cannot predict whether this restructuring will achieve the desired benefits, or whether our Company will be able to fully integrate our broadcast communications and other operations. Because we
do not control all aspects of the proposed sales or



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shut down activities we cannot
assure you that all such activities will occur. We cannot assure you that the restructuring will be completed in a timely manner or that any benefits of the restructuring will justify its costs. We may incur costs in connection with the
restructuring in a number of areas, including professional fees, marketing expenses, employment expenses, and administrative expenses. In addition, we may incur additional costs, which we are unable to predict at this time. Our proposed
restructuring involves the upstream merger of Fisher Broadcasting Company into Fisher Communications. We may determine that there are regulatory or contractual restrictions which may cause us to choose not to consummate this merger.



Our proposed sale of the Georgia television stations and the commercial
property assets and property management operations of Fisher Properties may not take place.



In 2003, we announced that we executed agreements to sell our Georgia television stations to a third party. We may be unable to close the sale of the Georgia stations, or the sale may not take place on
the same terms that were previously announced, if we do not obtain FCC approval or other necessary consents. We have recently received notice that an informal objection to the application seeking consent to the assignment of licenses for the Georgia
stations was filed with the FCC, which may delay or prevent us from closing the sale of the stations. We may also be unable to sell the remaining commercial real estate assets and property management operations of Fisher Properties on terms that are
acceptable to us due to the market for commercial rental property in Seattle.



Our debt service consumes a substantial portion of the cash we generate, but our ability to generate cash depends on many factors beyond our control.



We currently use a significant portion of our operating cash flow to service our debt. Our leverage makes us vulnerable to an
increase in interest rates or a downturn in the operating performance of our businesses or a decline in general economic conditions. It further limits our ability to obtain additional financing for working capital, capital expenditures,
acquisitions, debt service requirements or other purposes, and may limit our ability to pay dividends in the future. Finally, it inhibits our ability to compete with competitors who are less leveraged than we are, and it constrains our ability to
react to changing market conditions, changes in our industry and economic downturns.



Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to satisfy our debt obligations and our goals to reduce our debt.
If in the future we cannot generate sufficient cash flow from operations to meet our obligations, we may need to refinance our debt, obtain additional financing, forego capital expenditures, or sell assets. Any of these actions could adversely
affect the value of our common stock. We cannot assure you that we will generate sufficient cash flow or be able to obtain sufficient funding or take other actions to satisfy our debt service requirements.



Foreign hostilities and further terrorist attacks may affect our revenues
and results of operations.



Our broadcasting operations
experienced a loss of advertising revenue and incurred additional operating expenses during the recent war with Iraq. In the future, we may experience a loss of advertising revenue and incur additional broadcasting expenses in the event the United
States engages in foreign hostilities or in the event there is a terrorist attack against the United States. A significant news event like a war or terrorist attack will likely result in the preemption of regularly scheduled programming by network
news coverage of the event. As a result, advertising may not be aired and the revenue for such advertising may be lost unless the broadcasting station is able to run the advertising at agreed-upon times in the future. There can be no assurance that
advertisers will agree to run such advertising in future time periods or that space will be available for such advertising. We cannot predict the duration of such preemption of local programming if it occurs. In addition, our broadcasting stations
may incur additional expenses as a result of expanded local news coverage of the local impact of a war or terrorist attack. The loss of revenue and increased expenses could negatively affect our results of operations.



The performance of the television networks could harm our operating
results.



The operating results of our broadcasting
operations are primarily dependent on advertising revenues. Our Seattle and Portland television stations are affiliated with the ABC Television Network. Popularity of programming on ABC lagged behind other networks during 2002 and 2003, and
contributed to a decline in audience ratings, which negatively impacted revenues for our Seattle and Portland television stations. Continued weak performance by ABC, a decline in performance by CBS or FOX, or an adverse change in performance by
other networks or network program suppliers, could harm our business and results of operations.



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Competition in the
broadcasting industry and the rise of alternative entertainment and communications media may result in loss of audience share and advertising revenue by our stations.



We cannot assure you that any of our stations will maintain or increase its current audience ratings or advertising revenues.
Fisher Broadcastings television and radio stations face intense competition from local network affiliates and independent stations, as well as from cable and alternative methods of broadcasting brought about by technological advances and
innovations. The stations compete for audiences on the basis of programming popularity, which has a direct effect on advertising rates. Additional significant factors affecting a stations competitive position include assigned frequency and
signal strength. The possible rise in popularity of competing entertainment and communications media could also have a materially adverse effect on Fisher Broadcastings audience share and advertising revenues. In addition, our principal
marketing representative for the sale of national advertising for our Seattle and Portland television and radio stations is owned by a competitor, and the success of their efforts in selling national advertising is beyond our control. We cannot
predict either the extent to which such competition will materialize or, if such competition materializes, the extent of its effect on our business.



The syndicator for several of our most popular talk radio programs recently acquired radio stations in the Seattle market, and competes with our Seattle
radio stations. We can give no assurance that we will continue to be able to acquire rights to such programs once our current contracts for these programs expire.



The FCC is currently considering whether to modify its national and local television ownership limitations, its prohibition
on common ownership of newspapers and broadcast stations in the same market, as well as its local radio ownership limitations. We cannot predict what action the FCC will take. If the FCC adopts proposals to allow large broadcast groups to expand
further their ownership on a national basis, to permit a single entity to own more than one station in markets with fewer independently owned stations, to allow consolidated newspaper and broadcast ownership and operation, or to allow radio
operators to increase their level of ownership in local markets, our existing operations could face increased competition from entities with significantly greater resources, and greater economies of scale, than Fisher Broadcasting.



Our operating results are dependent on the success of programming aired by
our television and radio stations.



We make significant
commitments to acquire rights to television and radio programs under multi-year agreements. The success of such programs is dependent partly upon unpredictable and volatile factors beyond our control such as audience preferences, competing
programming, and the availability of other entertainment activities. Audience preferences could cause our programming not to gain popularity or decline in popularity, which could cause our advertising revenues to decline. In some instances, we may
have to replace programs before their costs have been fully-amortized, resulting in write-offs that increase operating costs.



In April 2002 we acquired the radio broadcast rights for the Seattle Mariners baseball team for a term of six years. The success of this programming is
dependent on some factors beyond our control, such as the continued competitiveness of the Seattle Mariners and the successful marketing of the team by the teams owners. If the Seattle Mariners fail to maintain their current fan base, the
number of listeners to our radio broadcasts will likely decrease, which would harm our ability to generate anticipated advertising dollars.



We converted one of our Seattle radio stations, KOMO AM, to an all news format which has higher costs than the previous format. If we are
unable to successfully increase the number of listeners, our margins could be adversely affected. We also recently entered into a joint sales agreement with KING FM, which is owned and operated by a third-party. Our success in selling advertising
under this agreement is closely tied to the stations programming performance, which is not under our control. If the stations ratings performance does not improve consistently, it will harm our ability to recoup our costs and generate a
profit from this agreement.



The FCCs extensive
regulation of the broadcasting industry limits our ability to own and operate television and radio stations and other media outlets.



The broadcasting industry is subject to extensive regulation by the FCC under the Communications Act of 1934, as amended. Compliance with and the effects
of existing and future regulations could have a material adverse impact on us. Issuance, renewal or transfer of broadcast station operating licenses requires FCC approval, and we cannot operate our stations without FCC licenses. Failure to observe
FCC rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of short-term (i.e., less than the full eight years) license renewals or, for particularly egregious violations, the denial of a
license renewal application or revocation of a license. While the majority of such licenses are renewed by the FCC, there can be no assurance that Fisher



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Broadcastings licenses will be renewed at their expiration dates, or, if renewed, that the renewal
terms will be for eight years. If the FCC decides to include conditions or qualifications in any of our licenses, we may be limited in the manner in which we may operate the affected stations.



The Communications Act and FCC rules impose specific limits on the number of
stations and other media outlets an entity can own in a single market. The FCC attributes interests held by, among others, an entitys officers, directors, certain stockholders, and in some circumstances, lenders, to that entity for purposes of
applying these ownership limitations. The existing ownership rules or proposed new rules may prevent us from acquiring additional stations in a particular market. We may also be prevented from engaging in a swap transaction if the swap would cause
the other company to violate these rules.



The FCC is currently
considering whether to modify its national and local television ownership limitations, its prohibition on common ownership of newspapers and broadcast stations in the same market, as well as its local radio ownership limitations. We cannot predict
what action the FCC will take. If the FCC adopts proposals to allow large broadcast groups to expand further their ownership on a national basis, to permit a single entity to own more than one station in markets with fewer independently owned
stations, to allow consolidated newspaper and broadcast ownership and operation, or to allow radio operators to increase their level of ownership in local markets, our existing operations could face increased competition from entities with
significantly greater resources, and greater economies of scale, than Fisher Broadcasting.



We may lose audience share and advertising revenue if we are unable to reach agreement with cable companies regarding the retransmission of signals of our television stations.



Many viewers of our television stations receive their signals via
retransmissions by cable television systems. All television stations are generally entitled to be carried on cable television systems in their local markets without compensation from the cable system (must-carry). Alternatively,
commercial television stations may choose to require cable television systems to obtain their permission (retransmission consent) to carry the signal of their station. In such cases, the terms of carriage, including compensation, are
subject to negotiation between the station and the cable system. The decision as to whether a television stations relationship with each local cable system will be governed by must-carry or by retransmission consent arrangements is binding for
a three-year period.



On October 1, 2002, each of Fisher
Broadcastings television stations sent notices to cable systems in their market electing must-carry or retransmission consent status for the period from January 1, 2003 through December 31, 2005. We elected retransmission consent status with
respect to a number of key cable systems. We have granted temporary permission for such cable systems to continue to retransmit the signal of the station involved while a retransmission consent agreement is under negotiation. There is no assurance,
however, that retransmission consent agreements can be negotiated successfully with any cable system. If we cannot reach agreement regarding the terms under which a station will be retransmitted by a cable system, the cable system will be prohibited
by law from continuing to carry the signal of that station. This could have an adverse effect on the ability of the public to receive the signal of affected station, ultimately resulting in reduced audience share and advertising revenue.



A write-down of goodwill to comply with new accounting
standards would harm our operating results.



Approximately
$135 million, or 24% of our total assets as of March 31, 2003, consists of unamortized goodwill. On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (FAS 142). FAS 142
changes the accounting for goodwill from an amortization method to an impairment-only approach. Goodwill was tested for impairment upon adoption of FAS 142, and will be tested annually or whenever events or circumstances occur indicating that
goodwill might be impaired. We have determined that indefinite-lived intangible assets resulting from past business combinations are to be accounted for as goodwill. The determination of fair value is a critical and complex consideration when
assessing impairment under FAS 142 that involves significant assumptions and estimates. These assumptions and estimates were based on our best judgments. We completed our annual test for impairment of goodwill during the fourth quarter of 2002 and
found no indication if impairment. Our judgments regarding the existence of impairment indicators include: our assessment of the impacts of legal factors and market and economic conditions; the results of our operational performance and strategic
plans; competition and market share; any potential for the sale or disposal of a significant portion of our business; and availability of sources of funding to conduct our principal operations. In the future, it is possible that such assessments
could cause us to conclude that impairment indicators exist and that certain assets are impaired, which would harm our operating results.



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Dependence on key personnel
may expose us to additional risks.



Our business is
dependent on the performance of certain key employees, including our chief executive officer and other executive officers. We also employ several on-air personalities who have significant loyal audiences in their respective markets. We can give no
assurance that all such key personnel will remain with us. The loss of any key personnel could harm our operations and financial results.



The non-renewal or modification of affiliation agreements with major television networks could harm our operating results.



Our television stations affiliation with one of the four major
television networks (ABC, CBS, NBC and FOX) has a significant impact on the composition of the stations programming, revenues, expenses and operations. We cannot give any assurance that we will be able to renew our affiliation agreements with
the networks at all, or on satisfactory terms. In recent years, the networks have been attempting to change affiliation arrangements in manners that would disadvantage affiliates. The non-renewal or modification of any of the network affiliation
agreements could harm our operating results.



A network might
acquire a television station in one of our markets, which could harm our business and operating results.



If a network acquires a television station in a market in which we own a station affiliated with that network, the network will likely decline to renew the affiliation agreement for our station in that
market, which could harm our business and results of operations.



Our operations may be adversely affected by power outages, severe weather, increased energy costs or earthquakes in the Pacific Northwest.



Our corporate headquarters and a significant portion of our operations are located in the Pacific Northwest. The Pacific
Northwest has from time-to-time experienced earthquakes and experienced a significant earthquake on February 28, 2001. We do not know the ultimate impact on our operations of being located near major earthquake faults, but an earthquake could harm
our operating results. Severe weather, such as high winds, can also damage our television and radio transmission towers, which could result in loss of transmission, and a corresponding loss of advertising revenue, for a significant period of time.
In addition, the Pacific Northwest may experience power shortages or outages and increased energy costs. Power shortages or outages could cause disruptions to our operations, which in turn may result in a material decrease in our revenues and
earnings and have a material adverse effect on our operating results. Power shortages or increased energy costs in the Northwest could harm the regions economy, which could reduce our advertising revenues. Our insurance coverage may not be
adequate to cover the losses and interruptions caused by earthquakes, severe weather and power outages.



Health concerns relating to Severe Acute Respiratory Syndrome (SARS) could disrupt or depress economic activity, which could harm our results of operations.



Health concerns related to the spread of SARS could disrupt or depress
economic activity, harm trade and result in a decrease in national and local advertising sales. Any decrease in television or radio advertising may harm our results of operations.



Our computer systems are vulnerable to viruses and unauthorized tampering.



Despite our implementation of network security measures, our servers and
computer systems are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any of these events could cause system interruption, delays and loss of critical data. Our recovery
planning may not be sufficient for all eventualities.



Our
efforts to develop new business opportunities are subject to technological risk and may not be successful, or results may take longer than expected to realize.



We are developing new opportunities for creating, aggregating and distributing content through non-broadcast media channels,
such as the Internet, cell phones, and web-enabled personal digital assistants. The success of our efforts is subject to technological innovations and risks beyond our control, so that the anticipated benefits may take longer than expected to
realize. In addition, we have limited experience in non-broadcast media, which may result in errors



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in the conception, design or implementation of a strategy to take advantage of the opportunities available
in that area. We therefore cannot give any assurance that our efforts will result in successful products or services.



Our ownership and operation of real property, including Fisher Plaza, is subject to risks, including those relating to the economic climate, local real
estate conditions, potential inability to provide adequate management, maintenance and insurance, potential collection problems, reliance on significant tenants, and regulatory risks.



Revenue and operating income from our properties and the value of our properties may be adversely affected by the general
economic climate, the local economic climate and local real estate conditions, including prospective tenants perceptions of attractiveness of the properties and the availability of space in other competing properties. We have developed the
second building at Fisher Plaza, which entailed a significant investment. The softened economy in the Seattle area could adversely affect our ability to lease the space of our properties on attractive terms or at all, which could harm our operating
results. In addition, a continuing of the severe downturn in the telecom and high-tech sectors may significantly affect our ability to attract tenants to Fisher Plaza, since space at Fisher Plaza is marketed in significant part to organizations from
these sectors. Other risks relating to our real estate operations include the potential inability to provide adequate management, maintenance and insurance, and the potential inability to collect rent due to bankruptcy or insolvency of tenants or
otherwise. One of our properties is leased to a tenant that occupies a substantial portion of the property and the departure of this tenant or its inability to pay their rents or other fees could have a significant adverse effect on our real estate
revenues. Real estate income and values may also be adversely affected by such factors as applicable laws and regulations, including tax and environmental laws, interest rate levels and the availability of financing. We carry comprehensive
liability, fire, extended coverage and rent loss insurance with respect to our properties. There are, however, certain losses that may be either uninsurable, not economically insurable or in excess of our current insurance coverage limits. If an
uninsured loss occurs with respect to a property, it could harm our operating results.



A reduction on the periodic dividend on the common stock of SAFECO may adversely affect our revenue, cash flow and earnings.



We are a 2.2% stockholder of the common stock of SAFECO Corporation. If SAFECO reduces its periodic dividends, it will negatively affect our cash flow and
earnings. In February 2001, SAFECO reduced its quarterly dividend from $0.37 to $0.185 per share.



Antitrust law and other regulatory considerations could prevent or delay our business activity or adversely affect our revenues.



The completion of any future transactions we may consider may be subject to the notification filing requirements, applicable
waiting periods and possible review by the Department of Justice or the Federal Trade Commission under the Hart-Scott-Rodino Act. Any television or radio station acquisitions or dispositions will be subject to the license transfer approval process
of the FCC. Review by the Department of Justice or the Federal Trade Commission may cause delays in completing transactions and, in some cases, result in attempts by these agencies to prevent completion of transactions or to negotiate modifications
to the proposed terms. Review by the FCC, particularly review of concentration of market revenue share, may also cause delays in completing transactions. Any delay, prohibition or modification could adversely affect the terms of a proposed
transaction or could require us to abandon a transaction opportunity. In addition, campaign finance reform laws or regulations could result in a reduction in funds being spent on advertising in certain political races, which would adversely affect
our revenues and results of operations in election years.



We may be required to make additional unanticipated investments in HDTV technology, which could harm our ability to fund other operations or lower our outstanding debt.



Although our Seattle, Portland, Eugene and Boise television stations
currently comply with FCC rules requiring stations to broadcast in high definition television (HDTV), our stations in smaller markets do not because they are operating pursuant to Special Temporary Authority to utilize low power digital facilities.
These Special Temporary Authorizations must be renewed every six months, and there is no assurance that the FCC will continue to extend those authorizations. If the FCC does not extend the authorizations for Fishers smaller stations, then we
may be required to make substantial additional investments in digital broadcasting to maintain the licenses of our smaller market stations. This could result in less cash being available to fund other aspects of our business or decrease our debt
load.



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ITEM 3  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



The market
risk in our financial instruments represents the potential loss arising from adverse changes in financial rates. We are exposed to market risk in the areas of interest rates and securities prices. These exposures are directly related to our normal
funding and investing activities.



Interest Rate Exposure



Our strategy in managing exposure to interest rate changes
is to maintain a balance of fixed- and variable-rate instruments. We will also consider entering into interest rate swap agreements at such times as it deems appropriate. At March 31, 2003, the fair value of our fixed-rate debt is estimated to be
approximately $1,200,000 greater than the carrying amount. Market risk is estimated as the potential change in fair value resulting from a hypothetical 10 percent change in interest rates and, at March 31, 2003, amounted to $1,715,000 on our fixed
rate debt, which totaled $89,676,000.



We also had $176,230,000
in variable-rate debt outstanding at March 31, 2003. A hypothetical 10 percent change in interest rates underlying these borrowings would result in a $992,000 annual change in our pre-tax earnings and cash flows.



We are a party to an interest rate swap agreement fixing the interest rate at
6.87%, plus a margin based on the broadcasting subsidiarys ratio of consolidated funded debt to consolidated EBITDA, on a portion of our floating rate debt outstanding under an eight-year credit facility (Broadcast Facility). The
notional amount of the swap reduces as payments are made on principal outstanding under the broadcast facility until termination of the contract on March 22, 2004. At March 31, 2003, the notional amount of the swap was $65,000,000 and the fair value
of the swap agreement was a liability of $3,644,000. A hypothetical 10 percent change in interest rates would change the fair value of our swap agreement by approximately $50,000 at March 31, 2003. We have not designated the swap as a cash flow
hedge; accordingly changes in the fair value of the swap are included in Net loss on derivative instruments in the accompanying Condensed Consolidated Financial Statements.



Marketable Securities Exposure



The fair value of our investments in marketable securities at March 31, 2003 was $104,993,000. Marketable securities consist
of 3,002,376 shares of SAFECO Corporation, which is reported on the NASDAQ securities market. As of March 31, 2003, these shares represented 2.2% of the outstanding common stock of SAFECO Corporation. While we currently do not intend to dispose of
our investments in marketable securities, we have classified the investments as available-for-sale under applicable accounting standards. Mr. William W. Krippaehne, Jr., President, CEO, and a Director of the Company, is a Director of SAFECO
Corporation. A hypothetical 10 percent change in market prices underlying these securities would result in a $10,499,000 change in the fair value of the marketable securities portfolio. Although changes in securities prices would affect the fair
value of the marketable securities portfolio and cause unrealized gains or losses, such gains or losses would not be realized unless the investments are sold.



As of March 31, 2003, 3,000,000 shares of SAFECO Corporation stock owned by the Company were pledged as collateral under a variable forward sales
transaction with a financial institution. A portion of the Forward Transaction is considered a derivative and, as such, we periodically measure its fair value and recognize the derivative as an asset or a liability. The change in the fair value of
the derivative is recorded in the income statement. As of March 31, 2003 the derivative portion of the Forward Transaction had a fair market value of $4,335,000, which is included in Net loss on derivative instruments in the accompanying Condensed
Consolidated Financial Statements. A hypothetical 10 percent change in the market price of SAFECO Corporation stock would change the market value of the Forward Transaction by approximately $7,700,000. A hypothetical 10 percent change in volatility
would change the market value of the Forward Transaction by approximately $350,000. A hypothetical 10 percent change in interest rates would change the market value of the Forward Transaction by approximately $550,000.



ITEM 4  CONTROLS AND PROCEDURES



The Companys Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the design and operation of its disclosure controls and procedures within 90 days prior to the filing date of this quarterly report, and, based on their evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their
evaluation.



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PART II



OTHER INFORMATION



Item 1. Legal Proceedings



The Company and its subsidiaries are parties to various claims, legal actions
and complaints in the ordinary course of their businesses. In the Companys opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not
have a material adverse effect on the consolidated financial position or results of operations of the Company.



Item 2. Changes in Securities and Use of Proceeds



On April 24, 2003, the board of directors passed a resolution to amend the Companys Bylaws to add new Section 6 (Planning Committee) to Article IV.



Item 3. Defaults Upon Senior Securities



None



Item 4. Submission of Matters to a Vote of Security Holders



None



Item 5. Other Information



None



Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits:
|--- |  | ---------



|2.1  |  | Asset Purchase Agreement dated as of January 29, 2003 between Fisher Broadcasting  Georgia, LLC, and
Southeastern Media Holdings, Inc                                                                                            
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|3.1  |  | Bylaws of Fisher Communications, Inc., as amended on April 24, 2003.                                                                                                                                                              
|    
|10.1 |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C.,
regarding WFXG TV, extending the term of the Station Affiliation Agreement dated April 20, 2001 to June 30, 2007.
|    
|10.2 |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C.,
regarding WXTX TV, extending the term of the Station Affiliation Agreement dated April 20, 2001 to June 30, 2007.
|    
|99.1 |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                                                                                    
|    
|99.2 |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                                                                                    



|(b) |  | Reports on Form 8-K:
|--- |  | --------------------



A report on Form 8-K dated January 29, 2003 was filed with the Commission announcing the signing of an asset purchase agreement for the sale of the
broadcasting subsidiarys two Georgia television stations.



A report on Form 8-K dated February 12, 2003 was filed with the Commission announcing fourth quarter and year-end 2002 financial results, the completion of a review of strategic alternatives by the Companys Board of Directors,
and the retirement of director John Mangels. The report also included a letter to shareholders from the Chairman of the Board and the Companys President and Chief Executive Officer, and a letter to employees from the Companys President
and Chief Executive Officer.



A report on Form 8-K dated March
14, 2003 was filed with the Commission announcing the appointment of Jerry St. Dennis as a director.



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SIGNATURES



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



|      |  |              |  | FISHER COMMUNICATIONS, INC. (Registrant)
|----- |  | ------------ |  | ----------------------------------------
|     
|Dated |  | May 14, 2003 |  |                                         
|      |  |              |  |                                         



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Section 302
Certification

Quarterly Report on Form 10-Q



I, William W. Krippaehne, Jr., certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Fisher Communications, Inc.;
| | -- |  | ----------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



May 14, 2003



|                                                             
|-------------------------------------------------------------
|/s/    WILLIAM W. KRIPPAEHNE,
JR.                            
|William W. Krippaehne, Jr. President, Chief Executive Officer



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Section 302
Certification

Quarterly Report on Form 10-Q



I, David D. Hillard, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Fisher Communications, Inc.;
| | -- |  | ----------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



May 14, 2003



|                                                               
|---------------------------------------------------------------
|/s/    DAVID D.
HILLARD                                        
|David D. Hillard Senior Vice President, Chief Financial Officer



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EXHIBIT
INDEX





|Exhibit No. |  | Description                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Asset Purchase Agreement dated as of January 29, 2003 between Fisher Broadcasting  Georgia, LLC, and
Southeastern Media Holdings, Inc.                                                                                           
|           
|3.1         |  | Bylaws of Fisher Communications, Inc., as amended on April 24, 2003.                                                                                                                                                              
|           
|10.1        |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C.,
regarding WFXG TV, extending the term of the Station Affiliation Agreement dated April 20, 2001 to June 30, 2007.
|           
|10.2        |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C.,
regarding WXTX TV, extending the term of the Station Affiliation Agreement dated April 20, 2001 to June 30, 2007.
|           
|99.1        |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                                                                                    
|           
|99.2        |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                                                                                    



29