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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

x Quarterly Report pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2003

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

Four Richmond Square, Suite 200, Providence, Rhode Island 02906(Address of principal executive offices)

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

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

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

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

LIN TV Corp. Class A common
stock, $0.01 par value, issued and outstanding at May 5, 2003:
26,348,028 shares.
LIN TV Corp. Class B common stock, $0.01 par value, issued and
outstanding at May 5, 2003: 23,579,790 shares.
LIN TV Corp. Class C common stock, $0.01 par value, issued and
outstanding at May 5, 2003: 2 shares.
LIN Television Corporation common stock, $0.01 par value, issued and
outstanding at May 5, 2003: 1,000 shares.



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TABLE OF CONTENTS



|                                               |                                                                                               |                                                 |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information                 
|                                               | Item 1. Financial Statements                                                                 
|                                               |                                                                                               | Condensed Consolidated Balance Sheets          
|                                               |                                                                                               | Condensed Consolidated Statements of Cash Flows
|                                               | Notes to Condensed Consolidated Financial Statements                                         
|                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                               | Item 4. Controls and Procedures.                                                             
|Part II: Other Information                    
|                                               | Item 1. Legal Proceedings                                                                    
|                                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                    
|CERTIFICATIONS                                
|Ex-99.1 Certification of LIN TV Corp. Officers
|Ex-99.2 Certification of LIN Television Corp. 



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Table of Contents

|                                                                                              |              |                                                                           |    |  |    | 
|--------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------------------------------------- | -- |  | -- | 
|Part I. Financial Information                                                                 |              |                                                                           |    | 
|Item 1. Financial Statements                                                                  |              |                                                                           |    | 
|                                                                                              | LIN TV Corp. |                                                                           |    |  |   
|                                                                                              |              | Condensed Consolidated Balance Sheets                                     |    |  | 2  | 
|                                                                                              |              | Condensed Consolidated Statements of Operations                           |    |  | 3  | 
|                                                                                              |              | Condensed Consolidated Statements of Cash Flows                           |    |  | 4  | 
|                                                                                              |              | Notes to Condensed Consolidated Financial Statements                      |    |  | 5  | 
|                                                                                              |              | See separate index for financial statements of LIN Television Corporation |    |  | 43 | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |              |                                                                           | 13 | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |              |                                                                           | 30 | 
|Item 4. Controls and Procedures                                                               |              |                                                                           | 31 | 
|Part II. Other Information                                                                    |              |                                                                           |    | 
|Item 1. Legal Proceedings                                                                     |              |                                                                           | 31 | 
|Item 2. Changes in Securities and Use of Proceeds                                             |              |                                                                           | 31 | 
|Item 6. Exhibits and Reports on Form 8-K                                                      |              |                                                                           | 32 | 
|Signature Page                                                                                |              |                                                                           | 34 | 
|Certifications                                                                                |              |                                                                           | 35 | 



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##### Table of Contents






PART I. FINANCIAL
INFORMATION




Item 1. Financial
Statements





LIN TV CORP.


Condensed Consolidated Balance
Sheets


(In thousands, except share data)


|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |         |           |           | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------------- | ------------------------------------------ | ------------ | --------- | --------- | --------- | ------- | --------- | --------- | 
|                                                                                                                                                                                                                                          |                           | March 31,                  |                                            | December 31,
|                                                                                                                                                                                                                                          |                           | 2003                       |                                            | 2002        
|                                                                                                                                                                                                                                          |                           |                            |                                            |             
|                                                                                                                                                                                                                                          |                           | (unaudited)                |                                            |             
|ASSETS                                                                                                                                                                                                                                    |                           |                            |                                            |              |           |           |           |        
|Current assets:                                                                                                                                                                                                                           |                           |                            |                                            |              |           |           |           |        
|Cash and cash equivalents                                                                                                                                                                                                                 |                           | $                          | 20,194                                     |              |           | $         | 143,860   |        
|Available for sale securities                                                                                                                                                                                                             |                           |                            |                                           |              |           |           | 23,674    |        
|Accounts receivable, less allowance for doubtful
    accounts (2003  $2,456; 2002  $2,709)                                                                                                                                              |                           |                            | 58,868                                     |              |           |           | 71,336    |        
|Program rights                                                                                                                                                                                                                            |                           |                            | 12,835                                     |              |           |           | 14,515    |        
|Assets held for sale                                                                                                                                                                                                                      |                           |                            | 10,606                                     |              |           |           | 10,606    |        
|Other current assets                                                                                                                                                                                                                      |                           |                            | 1,977                                      |              |           |           | 1,631     |        
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          | Total current assets      |                            |                                            | 104,480      |           |           |           | 265,622 |          
|Property and equipment, net                                                                                                                                                                                                               |                           |                            | 206,289                                    |              |           |           | 208,072   |        
|Deferred financing costs                                                                                                                                                                                                                  |                           |                            | 18,197                                     |              |           |           | 25,796    |        
|Equity investments                                                                                                                                                                                                                        |                           |                            | 82,448                                     |              |           |           | 84,368    |        
|Program rights                                                                                                                                                                                                                            |                           |                            | 8,798                                      |              |           |           | 8,953     |        
|Goodwill                                                                                                                                                                                                                                  |                           |                            | 599,263                                    |              |           |           | 599,263   |        
|Broadcast licenses                                                                                                                                                                                                                        |                           |                            | 1,127,742                                  |              |           |           | 1,127,742 |        
|Other intangible assets, net                                                                                                                                                                                                              |                           |                            | 1,205                                      |              |           |           | 1,480     |        
|Other assets                                                                                                                                                                                                                              |                           |                            | 14,227                                     |              |           |           | 13,074    |        
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          |                           | Total Assets               |                                            | $            | 2,162,649 |           |           | $       | 2,334,370 |          
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                                                                                                                                                                                  |                           |                            |                                            |              |           |           |           |        
|Current liabilities:                                                                                                                                                                                                                      |                           |                            |                                            |              |           |           |           |        
|Current portion of long-term debt                                                                                                                                                                                                         |                           | $                          | 5,250                                      |              |           | $         | 106,154   |        
|Accounts payable                                                                                                                                                                                                                          |                           |                            | 7,839                                      |              |           |           | 11,665    |        
|Accrued income taxes                                                                                                                                                                                                                      |                           |                            | 6,342                                      |              |           |           | 7,104     |        
|Accrued interest expense                                                                                                                                                                                                                  |                           |                            | 6,320                                      |              |           |           | 16,236    |        
|Accrued sales volume discount                                                                                                                                                                                                             |                           |                            | 1,667                                      |              |           |           | 5,415     |        
|Other accrued expenses                                                                                                                                                                                                                    |                           |                            | 16,469                                     |              |           |           | 22,303    |        
|Liabilities held for sale                                                                                                                                                                                                                 |                           |                            | 140                                        |              |           |           | 139       |        
|Program obligations                                                                                                                                                                                                                       |                           |                            | 14,347                                     |              |           |           | 15,683    |        
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          | Total current liabilities |                            |                                            | 58,374       |           |           |           | 184,699 |          
|Long-term debt, excluding current portion                                                                                                                                                                                                 |                           |                            | 748,701                                    |              |           |           | 758,366   |        
|Deferred income taxes, net                                                                                                                                                                                                                |                           |                            | 512,356                                    |              |           |           | 510,588   |        
|Program obligations                                                                                                                                                                                                                       |                           |                            | 9,605                                      |              |           |           | 8,381     |        
|Other liabilities                                                                                                                                                                                                                         |                           |                            | 13,589                                     |              |           |           | 12,131    |        
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          |                           | Total liabilities          |                                            |              | 1,342,625 |           |           |         | 1,474,165 |          
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|Stockholders equity:                                                                                                                                                                                                                     |                           |                            |                                            |              |           |           |           |        
|Class A common stock, $0.01 par value,
    100,000,000 shares authorized, 26,332,404 shares at
    March 31, 2003 and 26,296,169 shares at December 31,
    2002 issued and outstanding                                                   |                           |                            | 263                                        |              |           |           | 262       |        
|Class B common stock, $0.01 par value, 50,000,000
    shares authorized, 23,579,790 shares at March 31, 2003 and
    at December 31, 2002 issued and outstanding, convertible
    into an equal number of Class A or Class C common stock |                           |                            | 236                                        |              |           |           | 236       |        
|Class C common stock, $0.01 par value, 50,000,000
    shares authorized, 2 shares at March 31, 2003 and
    December 31, 2002 issued and outstanding, convertible into
    an equal number of Class A common stock                        |                           |                            |                                           |              |           |           |          |        
|Additional paid-in capital                                                                                                                                                                                                                |                           |                            | 1,064,807                                  |              |           |           | 1,064,122 |        
|Accumulated deficit                                                                                                                                                                                                                       |                           |                            | (245,282                                   | )            |           |           | (204,415  | )      
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          |                           | Total stockholders equity |                                            |              | 820,024   |           |           |         | 860,205   |          
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        
|                                                                                                                                                                                                                                          |                           |                            | Total liabilities and stockholders equity |              | $         | 2,162,649 |           |         | $         | 2,334,370 | 
|                                                                                                                                                                                                                                          |                           |                            |                                            |              |           |           |           |        

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

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LIN TV CORP.

Condensed Consolidated Statements of
Operations

(unaudited)


(In thousands, except per share
information)


|                                                                                                                         |                                                    |                          |         |        |        |   |         |        |        | 
|------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                                                                         |                                                    |                         
|                                                                                                                         |                                                    | Three Months            
|                                                                                                                         |                                                    | Ended March 31,         
|                                                                                                                         |                                                    |                         
|                                                                                                                         |                                                    | 2003                     |         | 2002  
|                                                                                                                         |                                                    |                          |         |       
|Net revenues                                                                                                             |                                                    | $                        | 75,254  |        |        | $ | 62,523  |       
|Operating costs and expenses:                                                                                            |                                                    |                          |         |        |        |   |         |       
|                                                                                                                         | Direct operating                                   |                          |         | 24,730 |        |   |         | 19,957 |       
|                                                                                                                         | Selling, general and administrative                |                          |         | 21,413 |        |   |         | 15,864 |       
|                                                                                                                         | Amortization of program rights                     |                          |         | 5,274  |        |   |         | 4,682  |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|                                                                                                                         |                                                    | Station operating income |         |        | 23,837 |   |         |        | 22,020 | 
|                                                                                                                        
|                                                                                                                         | Corporate                                          |                          |         | 3,920  |        |   |         | 2,128  |       
|                                                                                                                         | Depreciation and amortization of intangible assets |                          |         | 8,154  |        |   |         | 5,722  |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Operating income                                                                                                         |                                                    |                          | 11,763  |        |        |   | 14,170  |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Other (income) expense:                                                                                                  |                                                    |                          |         |        |        |   |         |       
|                                                                                                                         | Interest expense                                   |                          |         | 20,521 |        |   |         | 25,397 |       
|                                                                                                                         | Investment income                                  |                          |         | (380   | )      |   |         | (1,063 | )     
|                                                                                                                         | Share of (income) loss in equity investments       |                          |         | 289    |        |   |         | (1,415 | )     
|                                                                                                                         | Gain on derivative instruments                     |                          |         |       |        |   |         | (1,144 | )     
|                                                                                                                         | Loss on early extinguishment of debt               |                          |         | 29,525 |        |   |         |       |       
|                                                                                                                         | Other, net                                         |                          |         | 47     |        |   |         | (75    | )     
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Total other expense, net                                                                                                 |                                                    |                          | 50,002  |        |        |   | 21,700  |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Loss before provision for income taxes and
    cumulative effect of change in accounting principle                       |                                                    |                          | (38,239 | )      |        |   | (7,530  | )     
|                                                                                                                         | Provision for income taxes                         |                          |         | 2,628  |        |   |         | 18,190 |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Loss before cumulative effect of change in
    accounting principle                                                      |                                                    |                          | (40,867 | )      |        |   | (25,720 | )     
|Cumulative effect of change in accounting
    principle, net of tax benefit of $16,525                                   |                                                    |                          |        |        |        |   | 30,689  |       
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Net loss                                                                                                                 |                                                    | $                        | (40,867 | )      |        | $ | (56,409 | )     
|                                                                                                                         |                                                    |                          |         |        |        |   |         |       
|Basic and diluted loss per common
    share:                                                                             |                                                    |                          |         |        |        |   |         |       
|Loss before cumulative effect of change in
    accounting principle                                                      |                                                    | $                        | (0.82   | )      |        | $ | (1.00   | )     
|Cumulative effect of change in accounting
    principle                                                                  |                                                    |                          |        |        |        |   | (1.19   | )     
|Net loss                                                                                                                 |                                                    |                          | (0.82   | )      |        |   | (2.20   | )     
|Weighted-average number of common shares
    outstanding used in calculating basic and diluted loss per
    common share |                                                    |                          | 49,904  |        |        |   | 25,688  |       

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

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LIN TV Corp.

Condensed Consolidated Statements of Cash
Flows

(unaudited)


(In thousands)


|                                                                                           |  |                    |          |      |  |   |         |  
|------------------------------------------------------------------------------------------ |  | ------------------ | -------- | ---- |  | - | ------- | -
|                                                                                           |  |                   
|                                                                                           |  | Three Months Ended
|                                                                                           |  | March 31,         
|                                                                                           |  |                   
|                                                                                           |  | 2003               |          | 2002
|                                                                                           |  |                    |          |     
|Net cash used in operating
    activities                                                  |  | $                  | (4,106   | )    |  | $ | (3,733  | )
|INVESTING ACTIVITIES:                                                                      |  |                    |          |      |  |   |         |  
|Capital expenditures                                                                       |  |                    | (6,096   | )    |  |   | (5,202  | )
|Proceeds from disposals of property and equipment                                          |  |                    | 22       |      |  |   | 63      |  
|Investment in Banks Broadcasting, Inc.                                                     |  |                    |         |      |  |   | (1,100  | )
|Capital distributions from equity investments                                              |  |                    | 1,630    |      |  |   |        |  
|Payments for business combinations                                                         |  |                    |         |      |  |   | (5,869  | )
|Local marketing agreement expenditures                                                     |  |                    |         |      |  |   | (500    | )
|Proceeds from liquidation of short-term
    investments                                    |  |                    | 23,691   |      |  |   |        |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net cash provided by (used in) investing
    activities                                    |  |                    | 19,247   |      |  |   | (12,608 | )
|                                                                                           |  |                    |          |      |  |   |         |  
|FINANCING ACTIVITIES:                                                                      |  |                    |          |      |  |   |         |  
|Net proceeds (payments) on exercises of employee
    stock options and phantom stock units |  |                    | 685      |      |  |   | (75     | )
|Proceeds from Senior Credit Facilities                                                     |  |                    | 175,000  |      |  |   | 10,000  |  
|Proceeds from revolver debt                                                                |  |                    | 75,000   |      |  |   |        |  
|Principal payments on long-term debt                                                       |  |                    | (376,000 | )    |  |   |        |  
|Cash expenses associated with early extinguishment
of debt                                 |  |                    | (13,492  | )    |  |   |        |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net cash (used in) provided by financing
    activities                                    |  |                    | (138,807 | )    |  |   | 9,925   |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net decrease in cash and cash equivalents                                                  |  |                    | (123,666 | )    |  |   | (6,416  | )
|Cash and cash equivalents at the beginning of the
    period                               |  |                    | 143,860  |      |  |   | 17,236  |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Cash and cash equivalents at the end of the
    period                                     |  | $                  | 20,194   |      |  | $ | 10,820  |  
|                                                                                           |  |                    |          |      |  |   |         |  

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

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LIN TV Corp.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1  Basis of Presentation:

LIN TV Corp., together with its subsidiaries, including LIN Television Corporation (LIN Television) (together, the Company), is a television station group operator in the
United States and Puerto Rico. LIN TV Corp. and its subsidiaries are affiliates of Hicks, Muse, Tate & Furst Incorporated (Hicks Muse).

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company filed audited financial statements for the year ended December 31, 2002 in its annual report on Form 10-K, which
includes all such information and disclosures.

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to
summarize fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily
indicative of the results to be expected for the full year.

The Companys preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues
and expenses during the reported periods. Estimates are used when
accounting for the collectibility of accounts receivable and valuing intangible assets, deferred tax assets
and net assets of businesses acquired. Actual results could differ from these estimates. Certain prior period amounts have been reclassified to conform to the current period
presentation.

The Company accounts for its stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. The Company did not incur stock-based employee compensation costs for the three months ended March 31, 2003 and 2002, respectively, as
all options granted under those plans 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 SFAS Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation (in
thousands, except for per share data).

|                                                                                                                                                       |  |                              |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------- | ---- |  | - | ------- | -
|                                                                                                                                                       |  |                             
|                                                                                                                                                       |  | Three Months Ended March 31,
|                                                                                                                                                       |  |                             
|                                                                                                                                                       |  | 2003                         |         | 2002
|                                                                                                                                                       |  |                              |         |     
|Net loss, as reported                                                                                                                                  |  | $                            | (40,867 | )    |  | $ | (56,409 | )
|Deduct: Total stock-based employee compensation
    expense determined under the fair value based method for all
    awards, net of related tax effect |  |                              | 778     |      |  |   | 223     |  
|                                                                                                                                                       |  |                              |         |      |  |   |         |  
|Pro forma net loss                                                                                                                                     |  | $                            | (41,645 | )    |  | $ | (56,632 | )
|                                                                                                                                                       |  |                              |         |      |  |   |         |  
|Basic and diluted net loss per common share, as
    reported                                                                                           |  | $                            | (0.82   | )    |  | $ | (2.20   | )
|Basic and diluted net loss per common share, pro
    forma                                                                                             |  | $                            | (0.83   | )    |  | $ | (2.20   | )

The fair value of each option is estimated
on the date of grant using the Black-Scholes option-pricing model with the following assumptions used
for option grants under the Companys stock option plans issued during the three months
ended March 31, 2003 and 2002, respectively: volatility factors
of 33%, and 35%, risk-free interest rates of 1.5%-3.25% and

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3.4% - 5.1%, respectively,
weighted-average expected life of 2-6 years, and no dividend yields.

The
weighted average fair value of grants made under the Companys
stock option plans during the three months ended March 31, 2003
and 2002 are $6.65, and $6.73, respectively.

Note 2  Available for Sale Securities:

During the quarter ended March 31, 2003, the Company liquidated all of its available for sale securities for proceeds of $23.7 million. The amortized cost and fair value of
the Companys available-for-sale securities by major security type and class of security at December 31, 2002 was as follows (in thousands):

|                           |  |                |        |            |  |            |     |  |  |   |        | 
|-------------------------- |  | -------------- | ------ | ---------- |  | ---------- | --- |  |  | - | ------ | 
|                           |  |                |        | Accrued    |  |           
|                           |  |                |        | Investment |  |           
|                           |  | Amortized Cost |        | Income     |  | Fair Value
|                           |  |                |        |            |  |           
|Corporate debt securities  |  | $              | 7,627  |            |  | $          | 60  |  |  | $ | 7,687  | 
|Mortgage-backed securities |  |                | 15,851 |            |  |            | 136 |  |  |   | 15,987 | 
|                           |  |                |        |            |  |            |     |  |  |   |        | 
|                           |  | $              | 23,478 |            |  | $          | 196 |  |  | $ | 23,674 | 
|                           |  |                |        |            |  |            |     |  |  |   |        | 

Dividend and interest income, including amortization of the premium and discount arising at acquisition, has been included in earnings.

Note 3  Assets Held for Sale:

On December 13, 2002, the Company entered into an agreement with Mission Broadcasting, Inc. (Mission) in which the Company agreed to sell the assets of the television stations of
KRCB-TV in Abilene, Texas and KACB-TV in San Angelo, Texas, for $10.0 million in cash plus working capital. Accordingly, the Company has classified the assets and liabilities
associated with these stations as held for sale on its balance sheet
as of March 31, 2003 and December 31, 2002. In December 2002, the Company received a deposit of $1.5 million
from Mission, which the Company recorded in other current liabilities. The operating results of these stations have been recorded as discontinued operations for the three months
ended March 31, 2003.

Concurrent with entering into the agreement to sell the stations, the Company entered into a local marketing agreement (LMA) with Mission, pursuant to which Mission began
operating KRCB-TV and KACB-TV beginning January 1, 2003. Under the terms of the LMA, the Company transferred all economic benefit derived from the stations to Mission for the
period from January 1, 2003 until such time as the transaction is either consummated or terminated. Accordingly, at March 31, 2003, the Company has recorded a liability equal to
the net operating results of the stations for the period from January 1, 2003 to March 31, 2003, offsetting the results of discontinued operations in the Companys statement of
operations. This liability is included in liabilities held for sale at March 31, 2003.

The carrying amounts of the assets and liabilities of the television stations are as follows (in thousands):

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|                            |                           |           |       |              |  |   |       |        | 
|--------------------------- | ------------------------- | --------- | ----- | ------------ |  | - | ----- | ------ | 
|                            |                           | March 31, |       | December 31,
|                            |                           | 2003      |       | 2002        
|                            |                           |           |       |             
|Accounts receivable         |                           | $         | 739   |              |  | $ | 739   |       
|Program rights              |                           |           | (29   | )            |  |   | (29   | )     
|Other current assets        |                           |           | 8     |              |  |   | 8     |       
|Property and equipment, net |                           |           | 3,694 |              |  |   | 3,694 |       
|Intangible assets, net      |                           |           | 6,194 |              |  |   | 6,194 |       
|                            |                           |           |       |              |  |   |       |       
|                            | Assets held for sale      |           | $     | 10,606       |  |   | $     | 10,606 | 
|                            |                           |           |       |              |  |   |       |       
|Current liabilities:        |                           |           |       |              |  |   |       |       
|Accounts payable            |                           | $         | 57    |              |  | $ | 56    |       
|Program payable             |                           |           | 83    |              |  |   | 83    |       
|                            |                           |           |       |              |  |   |       |       
|                            | Liabilities held for sale |           | $     | 140          |  |   | $     | 139    | 
|                            |                           |           |       |              |  |   |       |       

Note 4  Equity Investments:

The Company has investments in a number of ventures with third parties, through which it has an interest in television stations in locations throughout the United States of
America. The following presents the Companys basis in these ventures (in thousands):

|                         |  |           |        |              |  |   |        | 
|------------------------ |  | --------- | ------ | ------------ |  | - | ------ | 
|                         |  | March 31, |        | December 31,
|                         |  | 2003      |        | 2002        
|                         |  |           |        |             
|NBC joint venture        |  | $         | 56,982 |              |  | $ | 58,411 | 
|WAND (TV) Partnership    |  |           | 13,099 |              |  |   | 13,141 | 
|Banks Broadcasting, Inc. |  |           | 12,367 |              |  |   | 12,816 | 
|                         |  |           |        |              |  |   |        | 
|                         |  | $         | 82,448 |              |  | $ | 84,368 | 
|                         |  |           |        |              |  |   |        | 

Joint Venture with NBC:The Company owns a 20.38% interest in a joint venture with NBC and accounts for its interest using the equity method, as the Company does not have a
controlling interest. The Company received distributions of $1.6 million from the joint venture in the three months ended March 31, 2003. The Company received no cash
distributions from the joint venture in the three-months ended March 31, 2002. The following presents the summarized financial information of the joint venture (in thousands):

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|                 |  |                    |        |      |  |   |        | 
|---------------- |  | ------------------ | ------ | ---- |  | - | ------ | 
|                 |  |                   
|                 |  | Three Months Ended
|                 |  | March 31,         
|                 |  |                   
|                 |  | 2003               |        | 2002
|                 |  |                    |        |     
|Net revenues     |  | $                  | 32,921 |      |  | $ | 40,242 | 
|Operating income |  |                    | 16,664 |      |  |   | 23,676 | 
|Net income       |  |                    | 987    |      |  |   | 7,480  | 

|                        |  |           |         |              |  |   |         | 
|----------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                        |  | March 31, |         | December 31,
|                        |  | 2003      |         | 2002        
|                        |  |           |         |             
|Current assets          |  | $         | 20,118  |              |  | $ | 24,111  | 
|Non-current assets      |  |           | 232,938 |              |  |   | 236,140 | 
|Current liabilities     |  |           | 362     |              |  |   | 544     | 
|Non-current liabilities |  |           | 815,500 |              |  |   | 815,500 | 

WAND (TV) Partnership:The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with Block Communications. The Company accounts for its interest using the
equity method, as the Company does not have a controlling interest. The Company has also entered into a management services agreement with WAND (TV) Partnership to provide
specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures
on behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV) Partnership under this arrangement were approximately $535,000 and
$187,000 as of March 31, 2003 and December 31, 2002, respectively. The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):

|                        |  |                 |       |      |  |   |       | 
|----------------------- |  | --------------- | ----- | ---- |  | - | ----- | 
|                        |  |                
|                        |  | Three Months   
|                        |  | Ended March 31,
|                        |  |                
|                        |  | 2003            |       | 2002
|                        |  |                 |       |     
|Net revenues            |  | $               | 1,489 |      |  | $ | 1,813 | 
|Operating income (loss) |  |                 | (126  | )    |  |   | 165   | 
|Net income (loss)       |  |                 | (126  | )    |  |   | 169   | 

|                    |  |           |        |              |  |   |        | 
|------------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|                    |  | March 31, |        | December 31,
|                    |  | 2003      |        | 2002        
|                    |  |           |        |             
|Current assets      |  | $         | 2,440  |              |  | $ | 2,137  | 
|Non-current assets  |  |           | 33,979 |              |  |   | 34,063 | 
|Current liabilities |  |           | 1,095  |              |  |   | 751    | 

Banks Broadcasting, Inc:The Company owns preferred stock that represents a 50% non-voting interest in Banks Broadcasting, Inc. The Company is able to exercise significant, but
not controlling, influence over the activities of Banks Broadcasting, Inc. through representation on the Board of Directors and, therefore, accounts for its investment using
the equity method. The Company has also entered into a management services agreement with Banks Broadcasting, Inc. to provide specified management, engineering and related
services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of Banks Broadcasting, Inc. and is
periodically reimbursed. Amounts due to the Company from Banks Broadcasting, Inc. under this arrangement were approximately $841,000 and $82,000 as of March 31, 2003 and
December 31, 2002, respectively. The following presents the summarized financial information of Banks Broadcasting, Inc. (in thousands):

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|               |  |                 |       |      |  |   |       |  
|-------------- |  | --------------- | ----- | ---- |  | - | ----- | -
|               |  |                
|               |  | Three Months   
|               |  | Ended March 31,
|               |  |                
|               |  | 2003            |       | 2002
|               |  |                 |       |     
|Net revenues   |  | $               | 1,283 |      |  | $ | 1,129 |  
|Operating loss |  |                 | (535  | )    |  |   | (498  | )
|Net loss       |  |                 | (678  | )    |  |   | (331  | )

|                           |  |           |        |              |  |   |        | 
|-------------------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|                           |  | March 31, |        | December 31,
|                           |  | 2003      |        | 2002        
|                           |  |           |        |             
|Current assets             |  | $         | 2,770  |              |  | $ | 2,588  | 
|Non-current assets         |  |           | 27,320 |              |  |   | 27,499 | 
|Current liabilities        |  |           | 1,876  |              |  |   | 1,302  | 
|Non-current liabilities    |  |           | 1,603  |              |  |   | 1,496  | 
|Redeemable preferred stock |  |           | 335    |              |  |   | 335    | 

Note 5  Intangible Assets:

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

|                               |  |           |           |              |  |   |           |  
|------------------------------ |  | --------- | --------- | ------------ |  | - | --------- | -
|                               |  | March 31, |           | December 31,
|                               |  | 2003      |           | 2002        
|                               |  |           |           |             
|Amortized Intangible Assets:   |  |           |           |              |  |   |           |  
|LMA purchase options           |  | $         | 1,412     |              |  |   | 1,412     |  
|Network affiliations           |  |           | 377       |              |  |   | 377       |  
|Income leases                  |  |           | 393       |              |  |   | 393       |  
|Accumulated amortization       |  |           | (977      | )            |  |   | (702      | )
|                               |  |           |           |              |  |   |           |  
|                               |  | $         | 1,205     |              |  | $ | 1,480     |  
|                               |  |           |           |              |  |   |           |  
|Unamortized Intangible Assets: |  |           |           |              |  |   |           |  
|Broadcast licenses             |  | $         | 1,127,742 |              |  | $ | 1,127,742 |  
|Goodwill                       |  |           | 599,263   |              |  |   | 599,263   |  
|                               |  |           |           |              |  |   |           |  
|                               |  |           | 1,727,005 |              |  |   | 1,727,005 |  
|                               |  |           |           |              |  |   |           |  
|                               |  |           |           |              |  |   |           |  
|Total intangible assets        |  | $         | 1,728,210 |              |  | $ | 1,728,485 |  
|                               |  |           |           |              |  |   |           |  

Amortization expense was approximately $275,000 for the three months ended March 31, 2003. There was no amortization expense for the three months ended March 31, 2002. There
was approximately $228,000 of amortization expense recorded on the local marketing agreement (LMA) purchase option for the three months ended March 31, 2003. The Company
expects that its remaining LMA purchase option will be fully amortized in 2007. The Company recorded approximately $47,000 of amortization expense on network affiliation
agreements and income leases for the three months ended March 31, 2003. The network affiliation agreements will be fully amortized by their expiration dates, which range from
August 29, 2004 to December 31, 2010, and the income leases will be fully amortized by November 2006.

As
required by Statement of Financial Accounting Standards (SFAS
No. 142) Goodwill and Other Intangible Assets, the Company completed a transitional impairment test for
goodwill and broadcast licenses as of January 1, 2002. As a result of this test, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first
quarter of 2002 to reflect the write-down of certain broadcast
licenses to their fair value. There was no impairment to the goodwill
and broadcast licenses as of March 31, 2003 and
December 31, 2002.

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Note 6 -Debt:

Debt consisted of the following (in thousands):

|                                                                                                                                                         |                      |           |         |              |  |   |         |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | --------- | ------- | ------------ |  | - | ------- | ------- | 
|                                                                                                                                                         |                      | March 31, |         | December 31,
|                                                                                                                                                         |                      | 2003      |         | 2002        
|                                                                                                                                                         |                      |           |         |             
|Senior Credit Facilities                                                                                                                                 |                      | $         | 250,000 |              |  | $ |        |        
|                                                                                                                                                        
|$210,000, 8% Senior Notes due 2008
    (net of discount of $5,703 and $5,996 at March 31, 2003
    and December 31, 2002, respectively)                  |                      |           | 204,297 |              |  |   | 204,004 |        
|                                                                                                                                                        
|$300,000, 8 3/8% Senior Subordinated Notes
    due 2008
    (net of discount of $346 and $364 at March 31, 2003
    and December 31, 2002, respectively) |                      |           | 299,654 |              |  |   | 299,636 |        
|                                                                                                                                                        
|$276,000, 10% Senior Discount Notes due 2008
    (net of discount of $4,443 at December 31, 2002)                                                        |                      |           |        |              |  |   | 271,557 |        
|                                                                                                                                                        
|$100,000, 10% Senior Discount Notes due 2008
    (net of discount of $10,677 at December 31, 2002)                                                       |                      |           |        |              |  |   | 89,323  |        
|                                                                                                                                                         |                      |           |         |              |  |   |         |        
|                                                                                                                                                         | Total Debt           |           |         | 753,951      |  |   |         | 864,520 | 
|                                                                                                                                                        
|                                                                                                                                                         | Less current portion |           |         | 5,250        |  |   |         | 106,154 | 
|                                                                                                                                                         |                      |           |         |              |  |   |         |        
|                                                                                                                                                         | Total long-term debt |           | $       | 748,701      |  |   | $       | 758,366 | 
|                                                                                                                                                         |                      |           |         |              |  |   |         |        

On
February 7, 2003, the Company obtained a new $175.0 million
term loan as part of an amendment to its existing credit facility. In March 2003, the Company used the proceeds from the new loan, a drawdown of $75.0 million from its
existing revolving credit facility and cash on hand to retire the debt of the Companys LIN Holdings Corp. subsidiary (LIN Holdings), consisting of $276.0 million aggregate
principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008. The Company incurred a
charge of approximately $29.5 million related to the write-off of unamortized financing fees and discounts and associated costs as a result of the early extinguishment of LIN
Holdings debt.

The
repayment of the term loan begins September 30, 2003 with 1% of
the original principal repaid each quarter until final maturity on December 31, 2007. The revolving credit facility is available
until the scheduled termination date of March 31, 2005. Borrowings under the Senior Facilities bear interest at a rate based, at option, on an adjusted LIBOR rate, plus an
applicable margin range of 2.00% to 2.25% for the term loan and 1.50%
to 2.75% for the revolving credit facility depending on whether the
Company has met certain ratios specified in
the senior credit agreement. The Company is required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon the Companys leverage ratio for that
particular quarter, on the unused portion of the senior credit facilities, in addition to annual agency and other administration fees.

Note 7  Related Party Transactions:

Financial Advisory Agreement.The Company is party to an agreement with Hicks, Muse & Co. Partners, L.P. (Hicks Muse Partners), pursuant to which the Company reimburses Hicks
Muse Partners, an affiliate of Hicks Muse, for certain reimbursable expenses incurred by it in connection with rendering services relating to acquisitions, sales, mergers, exchange
offers, recapitalization, restructuring or similar transactions allocable to the Company. The Company incurred fees under this arrangement of $15,000 and $22,000 for the three
months ended March 31, 2003 and 2002, respectively.

Monitoring and Oversight Agreement. The Company was party to an agreement with Hicks Muse Partners, pursuant to which the Company agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services. Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with rendering
services allocable to the Company. The annual fee was approximately $313,000 for the period ended March 31,

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2002. The Company and Hicks Muse Partners agreed to terminate this
agreement on May 2, 2002 in exchange for an aggregate fee of $16.0 million consisting of an amount payable in cash of $6.2 million, $7.1 million in a promissory note and vested
warrants to purchase 123,466 shares of the Companys class B common stock at a price of $0.01 valued at $2.7 million.

Note 8  Contingencies:

GECC Note.GECC provided debt financing in connection with the formation of the joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note
bearing an initial interest rate of 8.0% per annum. During the last
five years, the joint venture has produced cash flows to support the
interest payments and to maintain minimum levels of required working
capital reserves. In addition, the joint venture has made cash
distributions to the Company and to NBC from the excess cash
generated by the joint venture of approximately $19.3 million on
average each year during the past three years. Accordingly, the Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not an obligation of the Company,
but is recourse to the joint venture, the Companys equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or
interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts
under the GECC note. If this happened, the Company could experience material adverse consequences, including:



| |  |  | GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy outstanding amounts under the GECC note;                                                 
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note, it could cause an acceleration of the Companys senior credit facilities and
senior notes; and
|
| |  |  | if the GECC note is prepaid because of an acceleration on default or otherwise, or if the note is repaid at maturity, the Company may incur a substantial tax liability.                   

The joint venture is approximately 80% owned by NBC, and NBC controls the operations of the stations through a management contract. Therefore, the operation and profitability of
those stations and the likelihood of a default under the GECC note are primarily within NBCs control.

Note 9  Earnings per Share:

Basic and diluted loss per common share are computed in accordance with SFAS No. 128, Earnings per Share. Basic loss per common share is computed by dividing loss attributable to
common stockholders by the weighted average number of shares of common stock outstanding. There is no difference between basic and diluted loss per common share since potential
common shares from the exercises of stock options and phantom units are anti-dilutive for all periods presented and are, therefore, excluded from the calculation. Options to
purchase 2,979,000 and 3,076,000 shares of common stock, and phantom units exercisable into 672,000 and 682,000 shares of common stock, were outstanding at March 31, 2003 and 2002,
respectively, but were not included in the calculation of diluted loss per share because the effect of their inclusion would have been anti-dilutive.

Note 10 -Income Taxes:

Prior to January 1, 2002, the Company recorded deferred tax liabilities relating to the difference in the book basis and tax basis of goodwill and intangibles. The reversals of
those deferred tax liabilities were utilized to support the recognition of deferred tax assets (primarily consisting of net operating loss carryforwards) recorded by the Company.
As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of
deferred tax assets. Accordingly, during the periods ended March 31, 2003 and 2002, the Company recorded non-cash charges of approximately $16.1 million and $19.9 million,
respectively, as part of its provision for income taxes to maintain a valuation allowance against its deferred tax assets. This expense has no impact on the Companys cash flows.

Note 11  Recently Issued Accounting Pronouncements:

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On
April 30, 2003 the FASB issued FASB Statement No. 149 (SFAS
No. 149), Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope
of FASB Statement No. 133 (SFAS No. 133), Accounting
for Derivative Instruments and Hedging Activities.

SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or
that contain embedded derivatives that warrant separate accounting.

SFAS
No. 149 is effective (1) for contracts entered into or
modified after June 30, 2003, with certain exceptions, and
(2) for hedging relationships designated after June 30, 2003. The
guidance is to be applied prospectively. The Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or results of operations.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains certain forward-looking statements with respect to our
financial condition, results of operations and business, including statements under the captions
Managements Discussion and Analysis of Financial Condition and Results of Operations. All of these
forward-looking statements are based on estimates and assumptions made by our management which, although
we believe to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon
such estimates and statements. We cannot assure you that any of such estimates or statements will be
realized and it is likely that actual results will differ materially from those contemplated by such
forward-looking statements. Factors that may cause such differences include:



| |  |  | volatility and changes in our advertising revenues;                                                                                                                                                                                                                                                         
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the outbreak and duration of hostilities or the occurrence of terrorist attacks and the duration
and extent of network preemption of regularly scheduled programming and decisions by advertisers to
withdraw or delay planned advertising expenditures as a result of military action or terrorist attacks;
|
| |  |  | restrictions on our operations due to, and the effect of, our significant leverage;                                                                                                                                                                                                                         
|
| |  |  | effects of complying with new accounting standards, including with respect to the treatment of our
intangible assets;                                                                                                                                                                                       
|
| |  |  | inability to consummate acquisitions on attractive terms;                                                                                                                                                                                                                                                   
|
| |  |  | increases in our cost of borrowings or inability or unavailability of additional debt or equity
capital;                                                                                                                                                                                                    
|
| |  |  | increased competition, including from newer forms of entertainment and entertainment media or changes
in the popularity or availability of programming;                                                                                                                                                     
|
| |  |  | increased costs, including increased capital expenditures as a result of necessary technological
enhancements such as expenditures related to the transition to digital broadcasting, or acquisitions or
increased programming costs;                                                                       
|
| |  |  | effects of our control relationships, including the control that Hicks Muse and its affiliates have
with respect to corporate transactions and activities we undertake;                                                                                                                                     
|
| |  |  | loss of network affiliations;                                                                                                                                                                                                                                                                               
|
| |  |  | adverse state or federal legislation or regulation or adverse determinations by regulators including
adverse changes in, or interpretations of, the exceptions to the FCC duopoly rule;                                                                                                                   
|
| |  |  | and changes in general economic conditions in the markets in which we compete.                                                                                                                                                                                                                              

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

History of Losses

We have had net losses of $40.9 million, $47.2 million, $61.7 million and $34.2 million for the
three months ended March 31, 2003 and the years ended December 31, 2002, 2001 and 2000,
respectively, primarily as a result of amortization of intangible assets and debt service
obligations. In addition, as of March 31, 2003, we had an accumulated

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deficit of $245.3 million.
As of March 31, 2003, we had $754.0 million of total debt.

LIN Television has had net losses of $906,000, $751,000, $39.7 million and $17.5
million for the three months ended March 31, 2003 and the years ended December 31,
2002, 2001 and 2000, respectively, primarily as a result of amortization of
intangible assets and debt service obligations. In addition, as of March 31, 2003,
LIN Television had an accumulated deficit of $93.2 million. As of March 31, 2003, LIN
Television had $754.0 million of total debt.

Business

We are a leading pure-play television company covering the United States and Puerto Rico. Our stations
cover approximately 6.7% of U.S. television households and all of the 1.2 million television households
in Puerto Rico, ranking us among the top independent pure-play television station group operators. We
believe we are well positioned to benefit from future growth and to participate in a consolidation of
our industry, including opportunities that may arise as a result of changes in the regulatory
environment.

In May
2002, we amended our charter to create three classes of common stock.
Class A common stock and class C common stock are voting
common stock, although class C common stock is entitled to 70%
of our voting power. Class B common stock has no voting rights,
except that without consent of a majority of the class B common
stock, we may not enter into a wide range of corporate transactions.
The equity restructuring was intended to facilitate the public
offering by enabling us to issue voting stock while
otherwise preserving the pre-existing equity structure, in which the
Class B stockholders were insulated from being deemed to have
an attributable ownership interest in our media
holdings pursuant to the rules of the FCC. The following diagram summarizes our
ownership, voting and operational structure as of March 31, 2003:



Substantially
all of the shares of our class B common stock are held by affiliates of
Hicks Muse and the remainder are held by former affiliates of Hicks
Muse. The class B common
stock is convertible into class A common stock and class C common stock in certain circumstances.
As of March 31, 2003, if affiliates of Hicks Muse converted the shares of class B common stock
held by them into shares of class A common stock, the shares of class C common stock would
automatically convert to shares of class A common stock, and the two shares of class C common
stock would represent less than 0.01%, and affiliates of Hicks Muse
would own approximately 47%, in each
case, of the total number of shares of class A common stock outstanding. Hicks Muse has advised us
that it has no current intention to convert shares of our class B common stock held by its
affiliates into shares of our class A common stock or class C common stock. Hicks Muse has further
advised us that it believes it would consider electing to convert its shares of our class B common
stock if the legal requirements limiting ownership of interests in broadcast and other media
businesses change to permit the ownership of voting interests in us by Hicks Muse or if it
disposes of its interests in other broadcast or media businesses that would give rise to legal
ownership limitations a result of the share conversion.

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Our Stations

We
own 24 stations, operate 2 stations pursuant to local
marketing agreements and have equity investments in 5 stations.
We have entered into local marketing agreements with respect to two
of our owned stations pursuant to which third parties operate these
stations. The following table lists the stations that we either
operate or in which we have an equity investment:

|                                        |  |      |     |         |  |             |  |             |  |            |    |                   |     |        |     |  |      |   |      |   |  |  |  | 
|--------------------------------------- |  | ---- | --- | ------- |  | ----------- |  | ----------- |  | ---------- | -- | ----------------- | --- | ------ | --- |  | ---- | - | ---- | - |  |  |  | 
|Market                                  |  | DMA  |     | Station |  | Affiliation |  | Channel     |  | Status (2) |    | % of DMA TV HH(1)
|                                        |  | Rank |     |         |  |             |  |             |  |            |    |                   |     |        |     |  |      |   |      |   |  | 
|                                        |  | (1)  |     |         |  |             |  |             |  |            |    |                   |     |        |     |  |      |   |      |   |  | 
|                                        |  |      |     |         |  |             |  |             |  |            |    |                  
|LIN Television Stations                
|Indianapolis, IN                        |  |      | 25  |         |  | WISH-TV     |  | CBS         |  |            | 8  |                   |     |        | O&O |  |      |   | 0.96 | %
|                                        |  |      |     |         |  | WIIH-CA     |  | Univision   |  |            | 11 |                   |     |        | O&O |  |      |   |      |  
|Hartford-New Haven, CT                  |  |      | 27  |         |  | WTNH-TV     |  | ABC         |  |            | 8  |                   |     |        | O&O |  |      |   | 0.92 | %
|                                        |  |      |     |         |  | WCTX-TV     |  | UPN         |  |            | 59 |                   |     |        | O&O |  |      |   |      |  
|Grand Rapids-Kalamazoo-Battle Creek, MI |  |      | 38  |         |  | WOOD-TV     |  | NBC         |  |            | 8  |                   |     |        | O&O |  |      |   | 0.67 | %
|                                        |  |      |     |         |  | WOTV-TV     |  | ABC         |  |            | 41 |                   |     |        | O&O |  |      |   |      |  
|                                        |  |      |     |         |  | WXSP-CA     |  | UPN         |  | Various    |    |                   | O&O |        |     |  |      |  
|Norfolk-Portsmouth-Newport News, VA     |  |      | 41  |         |  | WAVY-TV     |  | NBC         |  |            | 10 |                   |     |        | O&O |  |      |   | 0.64 | %
|                                        |  |      |     |         |  | WVBT-TV     |  | FOX         |  |            | 43 |                   |     |        | O&O |  |      |   |      |  
|Buffalo, NY                             |  |      | 44  |         |  | WIVB-TV     |  | CBS         |  |            | 4  |                   |     |        | O&O |  |      |   | 0.60 | %
|                                        |  |      |     |         |  | WNLO-TV     |  | UPN         |  |            | 23 |                   |     |        | O&O |  |      |   |      |  
|Providence, RI-New Bedford, MA          |  |      | 48  |         |  | WPRI-TV     |  | CBS         |  |            | 12 |                   |     |        | O&O |  |      |   | 0.59 | %
|                                        |  |      |     |         |  | WNAC-TV     |  | FOX         |  |            | 64 |                   |     | LMA    |     |  |      |  
|Austin, TX                              |  |      | 54  |         |  | KXAN-TV     |  | NBC         |  |            | 36 |                   |     |        | O&O |  |      |   | 0.52 | %
|                                        |  |      |     |         |  | KXAM-TV     |  | (Satellite) |  |            | 14 |                   |     | O&O    |     |  |      |  
|                                        |  |      |     |         |  | KNVA-TV     |  | WB          |  |            | 54 |                   |     | LMA    |     |  |      |  
|                                        |  |      |     |         |  | KBVO-CA     |  | Telefutura  |  | Various    |    |                   | O&O |        |     |  |      |  
|Dayton, OH                              |  |      | 58  |         |  | WDTN-TV     |  | ABC         |  |            | 2  |                   |     |        | O&O |  |      |   | 0.48 | %
|Flint-Saginaw-Bay City, MI              |  |      | 64  |         |  | WEYI-TV     |  | NBC         |  |            | 25 |                   |     |        | O&O |  |      |   | 0.44 | %
|Toledo, OH                              |  |      | 68  |         |  | WUPW-TV     |  | FOX         |  |            | 36 |                   |     |        | O&O |  |      |   | 0.41 | %
|Fort Wayne, IN                          |  |      | 104 |         |  | WANE-TV     |  | CBS         |  |            | 15 |                   |     |        | O&O |  |      |   | 0.25 | %
|Springfield-Holyoke, MA                 |  |      | 106 |         |  | WWLP-TV     |  | NBC         |  |            | 22 |                   |     |        | O&O |  |      |   | 0.24 | %
|Abilene-Sweetwater, TX                  |  |      | 163 |         |  | KRCB-TV     |  | NBC         |  |            | 9  |                   |     | LMA(3) |     |  | 0.11 | %
|Lafayette, IN                           |  |      | 189 |         |  | WLFI-TV     |  | CBS         |  |            | 18 |                   |     |        | O&O |  |      |   | 0.06 | %
|San Angelo, TX                          |  |      | 196 |         |  | KACB-TV     |  | NBC         |  |            | 3  |                   |     | LMA(3) |     |  | 0.05 | %
|San Juan, PR                            |  |      |    |         |  | WAPA-TV     |  | IND         |  |            | 4  |                   |     |        | O&O |  |      |   |      |  
|                                        |  |      |     |         |  | WJPX-TV     |  | IND         |  |            | 24 |                   |     |        | O&O |  |      |   |      |  
|                                        |  |      |     |         |  | WTIN-TV     |  |             |  |            | 14 |                   |     | O&O    |     |  |      |  
|                                        |  |      |     |         |  | WNJX-TV     |  | (Satellite) |  |            | 22 |                   |     | O&O    |     |  |      |  
|                                        |  |      |     |         |  | WJWN-TV     |  | (Satellite) |  |            | 38 |                   |     | O&O    |     |  |      |  
|                                        |  |      |     |         |  | WKPV-TV     |  | (Satellite) |  |            | 20 |                   |     | O&O    |     |  |      |  
|Operated by WAND (TV) Partnership      
|Champaign-Springfield-Decatur, IL       |  |      | 82  |         |  | WAND-TV     |  | ABC         |  |            | 17 |                   |     | JV     |     |  | 0.35 | %
|Operated by Banks Broadcasting, Inc.   
|Wichita, KS                             |  |      | 66  |         |  | KWCV-TV     |  | WB          |  |            | 33 |                   |     | JV     |     |  | 0.42 | %
|Boise, ID                               |  |      | 124 |         |  | KNIN-TV     |  | UPN         |  |            | 9  |                   |     | JV     |     |  | 0.20 | %
|Operated Under NBC Joint Venture       
|Dallas-Forth Worth, TX                  |  |      | 7   |         |  | KXAS-TV     |  | NBC         |  |            | 5  |                   |     | JV     |     |  | 2.06 | %
|San Diego, CA                           |  |      | 26  |         |  | KNSD-TV     |  | NBC         |  |            | 39 |                   |     | JV     |     |  | 0.94 | %



| | 1. |  | Designated Market Area
(DMA) rank and percentage of DMA TV households, or DMA TV HH, estimates are taken from Nielsen Media
Research Local Universe Estimates for the 2002-2003 Broadcast Season, September 21, 2002. The DMA rank
lists the top 210 DMA with #1 representing the largest DMA market in terms of television households.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 2. |  | O&O indicates stations we own and operate. LMA indicates stations to which we provide services
under a local marketing agreement. An LMA is a programming agreement between two separately owned
television stations serving a common television market. Under an LMA agreement, the licensee of one
station provides substantial portions of the broadcast programming for airing on the other licensees
station, subject to ultimate programming and other controls being exercised by the second licensee, and
sells advertising time. JV indicates a station owned and operated by a joint venture in which we are
a party.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3. |  | KRBC-TV and KACB-TV are being
programmed by Mission Broadcasting, Inc. under an LMA agreement with us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

We have
a 33.33% interest in WAND (TV) Partnership with Block Communications, which owns and operates
WAND-TV, an ABC affiliate in Decatur, Illinois. On April 1, 2000, we
exchanged, with Block Communications, Inc., a 66.67% interest held by us in certain assets of WAND-TV, including
its FCC license and network affiliation agreement, for substantially all of the assets and certain
liabilities of WLFI-TV, Inc. Immediately after the WAND-TV exchange, we and Block Communications
contributed our respective interests in the WAND-TV assets to a
partnership, whereby we received a 33.33%
interest in the partnership and Block Communications received a 66.67% interest. We provide ongoing
management oversight to the partnership, including engineering and cash management services, pursuant to a
management services agreement with the partnership. During the year ended December 31, 2002, the
partnership had $8.1 million in revenue and we received an aggregate of $800,000 in distributions from the
partnership. The partnership has no outstanding significant debt obligations and the partners have not
provided a guarantee to the partnership.

We also hold a 50% non-voting equity interest in Banks Broadcasting, Inc., which owns and operates KWCV-TV,
a WB affiliate in Wichita, Kansas, and KNIN-TV, a UPN affiliate in
Boise, Idaho. On August 15, 2000, we, 21st Television, L.L.C., an entity in which
Hicks Muse has a substantial indirect economic interest, and BancAmerica Capital Investors SBICI, L.P. formed Banks
Broadcasting, Inc. We contributed our interest in WLBB Broadcasting,
LLC, and we and 21st Television both
contributed our respective interests in Banks-Boise, Inc., to Banks
Broadcasting. Two of our officers serve as members of the Board of Directors of Banks
Broadcasting. We provide cash management, accounting and engineering support services to Banks
Broadcasting in exchange for a fixed annual fee pursuant to a management services agreement with Banks
Broadcasting. In addition, we provide 50% of the capital
contributions that are required to fund capital expenditures for
property, plant and equipment, and for any working capital shortfalls
that are incurred by Banks Broadcasting. In addition, we provide services under a
joint sales agreement to two stations, WZPX-TV in Grand Rapids,
Michigan,  and WPXV-TV in Norfolk, Virginia, which are owned by
Paxson Communications Corporation. As of December 31, 2002, we had
invested $16.7 million in Banks Broadcasting.

We also have an approximate 20% equity interest in a television station joint venture with NBC, which owns
all of the remaining interest. The joint venture, which we entered into with NBC on March 3,
1998, consists of television stations KXAS-TV, formerly our Dallas, Texas NBC affiliate, and KNSD-TV,
formerly NBCs San Diego, California NBC affiliate. A wholly owned subsidiary of NBC is the general partner of the
joint venture and NBC operates the stations owned by the joint
venture  pursuant to a management agreement and has
managerial control over the joint venture pursuant to a management
agreement and has managerial control over  the joint venture. GECC provided debt financing for
the joint venture in the form of an $815.5 million, 25-year non-amortizing senior secured note bearing an
initial interest rate of 8.0% per annum (GECC Note). We expect that the interest payments on the GECC
Note will be serviced solely by the cash flow of the joint venture. All cash of the joint venture
available for distribution will be distributed to us and the NBC general partner based on our respective
equity interests in the joint venture. During the year ended December 31, 2002, the joint venture
generated $170.9 million of revenue and distributed $5.6 million of cash to us.

We own or operate 28 additional low-power television stations, of which 22 received class A status. In
Grand Rapids, Michigan, Austin, Texas and Indianapolis, Indiana we have been able to program multiple low power
stations in a network covering the majority of the
applicable market and functioning like a full-power station and
our low power stations in these three markets are affiliated with UPN, Univisions Telefutura Network and
the Univision network, respectively. The remaining 14 low power
stations are independent and used primarily to extend the coverage of
the primary stations.

Business Combinations and Dispositions

We have developed our business through a combination of acquisitions, dispositions and organic growth. We
have acquired and disposed of the following businesses and assets during 2003 and 2002:

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| |  |  | UHF Television Channel Licenses:On December 20, 2002, we acquired for $4.3 million, the licenses to
12 MHz of spectrum currently allocated to television channels 54 and 59 in the following markets:
Austin, Texas; Hartford-New Haven, Connecticut; Springfield, Massachusetts; and Providence, Rhode
Island. The spectrum can be utilized for any purpose other than analog television.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | KRBC-TV and KACB-TV:On December 13, 2002, we entered into an agreement with Mission Broadcasting,
Inc. to sell the broadcast licenses and operating assets of KRBC-TV in Abilene, Texas and KACB-TV in San
Angelo, Texas for $10.0 million in cash plus working capital. On January 1, 2003, Mission Broadcasting
began providing programming and advertising services for both stations under a local market agreement. In
December 2002, we received a $1.5
million deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | KVLY-TV, KFYR-TV, KMOT-TV, KUMV-TV and KQCD-TV:On May 2, 2002, in conjunction with the acquisition
of Sunrise Television Corp. (Sunrise), we sold to Smith Television of North Dakota, Inc. (Smith
Television) the broadcast licenses of KVLY-TV in Fargo, North Dakota and KFYR-TV in Bismarck, North
Dakota and its three satellite stations KMOT-TV in Minot, North Dakota, KUMV-TV in Williston, North
Dakota and KQCD-TV in Dickinson, North Dakota for $1.0 million and we retained the other operating
assets and the cash flows provided by the North Dakota television stations. We completed the
transaction on August 23, 2002 receiving an additional $35.0 million for the remaining assets of the
North Dakota stations.                                                                                                                                                                                                                                                                                                                           
|
| |  |  | Sunrise Television:On May 2, 2002, concurrent with the consummation of our initial public offering,
we acquired all of the common stock of Sunrise. The Sunrise acquisition added seven stations to our
operations, four of which are now owned and operated by us, two are subject to a sale pending FCC
approval, and one station that is operated under a local marketing agreement. We issued common stock and
options with a value of approximately $10.3 million in exchange for all of Sunrises common stock and
options. Prior to the acquisition, affiliates of Hicks Muse held Sunrise 14% redeemable preferred stock
and 14% senior subordinated notes with a face value including accrued interest and accumulated
dividends, of $87.7 million as of May 2, 2002, and exchanged these obligations for 3,736,000 shares of
our class B common stock on May 2, 2002. We used part of the proceeds from the initial public offering
to repay the remaining debt of Sunrise. We have accounted for this transaction under the purchase method
of accounting.
|
| |  |  | WCTX-TV:On April 26, 2002, we acquired the broadcast license and certain operating assets of WCTX-TV
from KW-TV, Inc. The total purchase price, including transaction costs, was approximately $4.7 million,
and was funded by available cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | WNAC-TV:On April 22, 2002, we sold to Super Towers, Inc. the broadcast license and certain related
assets of WNAC-TV in exchange for a $2.5 million promissory note due in June 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | WVBT-TV:On January 31, 2002, we acquired the broadcast license and certain operating assets of
WVBT-TV from Beach 43 Corporation. The total purchase price, including transaction costs, was
approximately $3.0 million, and was funded by available cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |  | WOTV-TV:On January 29, 2002, we acquired the broadcast license and certain operating assets of
WOTV-TV from Channel 41, Inc. The total purchase price, including transaction costs, was approximately
$2.9 million, and was funded by available cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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Results of Operations

Set forth below are the significant factors that contributed to our operating results for the three-month
period ended March 31, 2003 and 2002, respectively. Our results from operations from period to period are not
directly comparable because of the impact of the acquisition of Sunrise Television in 2002. WCTX-TV, WVBT-TV
and WOTV-TV were operated under local marketing agreements prior to their acquisition by us and, therefore,
the acquisitions do not affect the comparability of the results of operations for the periods presented.

As noted
below,
there are a number of trends or uncertainties affecting us in particular
and the broadcast industry in general which may impact our revenues and operating results.
These include the possibility of further military action or domestic disruptions
such as terrorist attacks which could result in the interruption of regular programming and the postponement
or cancellation of advertising purchases. The business relationship
with our networks is also likely to undergo significant changes in the future. In addition to the possible decline in network
compensation in some instances, there may be additional demands by the networks to contribute to the cost
of certain programming, including high-profile sporting events such as the National Football League and the Olympics,
which may or may not be offset by the provision of additional advertising time. Additional uncertainties arise from costs
of non-network programming which have declined in recent years but which historically have been volatile and could well
increase in the future because of increased competition from both broadcast stations and cable networks. The industry as a
whole continues to be subject to increased competition from national cable networks resulting in continued audience fragmentation.
Moreover, the clustering of cable ownership on the local level could lead to increased competition from cable in the local
advertising market.

|                              |                                                    |                    |        |        |  |   |        |        | 
|----------------------------- | -------------------------------------------------- | ------------------ | ------ | ------ |  | - | ------ | ------ | 
|                              |                                                    |                   
|                              |                                                    | Three Months Ended
|                              |                                                    | March 31,         
|                              |                                                    |                   
|                              |                                                    | 2003               |        | 2002  
|                              |                                                    |                    |        |       
|Net revenues                  |                                                    | $                  | 75,254 |        |  | $ | 62,523 |       
|Operating costs and expenses: |                                                    |                    |        |        |  |   |        |       
|                              | Direct operating                                   |                    |        | 24,730 |  |   |        | 19,957 | 
|                              | Selling, general and administrative                |                    |        | 21,413 |  |   |        | 15,864 | 
|                              | Amortization of program rights                     |                    |        | 5,274  |  |   |        | 4,682  | 
|                              |                                                    |                    |        |        |  |   |        |       
|Station operating income      |                                                    |                    | 23,837 |        |  |   | 22,020 |       
|                              | Corporate                                          |                    |        | 3,920  |  |   |        | 2,128  | 
|                              | Depreciation and amortization of intangible assets |                    |        | 8,154  |  |   |        | 5,722  | 
|                              |                                                    |                    |        |        |  |   |        |       
|Operating income              |                                                    | $                  | 11,763 |        |  | $ | 14,170 |       
|                              |                                                    |                    |        |        |  |   |        |       

Net revenues consist primarily of national and local airtime sales, net of sales adjustments and agency
commissions. Additional, but less significant, amounts are generated from network compensation, internet
revenues, barter revenues, production revenues, tower rental income and carriage or retransmission agreements.

Net revenues for the three months ended March 31, 2003 increased approximately 20.4% to $75.3 million,
compared to net revenue of $62.5 million for the same period last year. This increase was principally due to the
Sunrise acquisition, which resulted in an additional $11.8 million of net revenue for the three months
ended March 31, 2003. The Company experienced only a 1.6% increase in advertising revenue at its other
television stations due to disruptions in regularly scheduled programming as a result of the coverage of
the war in Iraq and rescheduling or delay of scheduled advertising campaigns by some of our advertisers
that sought to avoid being associated with war coverage.

The
continuation of military action during the month of April has
resulted in some further disruptions to our television stations
regularly scheduled programming, and some of our advertisers have
rescheduled or delayed advertising campaigns to avoid being associated with war coverage. Advertisers may
not agree to run such preempted advertising in future time periods, and space may not be available for
such advertising. Historically, advertisers have withdrawn or delayed planned advertising and have
refrained from or reduced their purchase of future advertising in anticipation of ongoing news coverage of
military action.

Direct operating expenses, consisting primarily of news, internet, engineering, programming and music
licensing costs, for the three months ended March 31, 2003 increased 23.9% to $24.7 million, compared to
direct operating expenses of $20.0 million for the same period last year. The increase is primarily due to
the Sunrise acquisition, which resulted in an additional $4.1 million of direct operating expenses.

Selling, general and administrative expenses, consisting primarily of selling costs, sales commissions,
general and administrative costs and other employee benefit costs, advertising and promotional expenses,
for the three months ended March 31, 2003 increased 35.0% to $21.4 million, compared to selling, general
and administrative expenses of $15.9

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million for the same period last year. The increase is primarily due
to the Sunrise acquisition, which resulted in an additional $3.9 million of selling, general and
administrative expenses for the three months ended March 31, 2003. The increase was also due to
approximately $525,000 in increased rating service expenses and $300,000 in increased pension costs.

Amortization of program rights represents costs associated with the acquisition of syndicated programming,
features and specials. Amortization of program rights for the three months ended March 31, 2003 increased
12.6% to $5.3 million, compared to $4.7 million for the same period last year. The increase is primarily
due to the Sunrise acquisition which resulted in an additional $1.2 million of program rights amortization
for the three months ended March 31, 2003.

Corporate expenses, representing costs associated with the centralized management of our stations, for the
three months ended March 31, 2003 increased 84.2% to $3.9 million, compared to corporate expenses of $2.1
million for the same period last year. This is primarily due to increases of approximately $518,000 in
due diligence expense, $256,000 in legal expense, $236,000 in general insurance expenses, $146,000 in
pension expense, $124,000 in audit expenses, and a decrease in management fee income of $430,000 from
Sunrise Television for the three months ended March 31, 2003. This increase was offset by a decrease of
approximately $313,000 in Hicks Muse monitoring fees.

Depreciation and amortization of intangible assets for the three months ended March 31, 2003 increased
42.5% to $8.2 million, compared to depreciation and amortization of intangible assets of $5.7 million for
the same period last year. The increase is primarily due to the Sunrise acquisition resulting in an
additional $1.6 million of depreciation for the three months ended March 31, 2003.

As a result of centralizing the master control transmission facilities in Indianapolis, Indiana and
Springfield, Massachusetts, we recorded a pre-tax restructuring charge of approximately $909,000 for severance
pay and benefits relating to the termination of employees in the master control, sales
support and business office areas in the quarter ended
September 30, 2002. As of December 31, 2002, we had
reserves of approximately $500,000 remaining in respect of these activities. We utilized approximately
$172,000 of this amount for severance pay and benefits in the three months ended March 31, 2003, and expect to
pay the remaining balance by the fourth quarter of 2003.

Other (Income) Expense

Interest expense for LIN TV Corp. decreased 19.2% to $20.5 million for the three months ended March 31,
2003, from $25.4 million for the same period in the prior year. The decrease is due to interest expense
savings of approximately $383,000 resulting from the repayment of $192.3 million of outstanding debt under
our senior credit facilities in 2002, approximately $1.0 million resulting from payments on derivative
instruments that we held in the prior year and approximately $2.8 million resulting from the early
repayment of the remaining outstanding debt of LIN Holdings, consisting of $276.0 million aggregate
principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of
10% Senior Discount Add-On Notes due 2008.

Interest expense for LIN Television decreased 12.5% to $13.4 million for the three months ended March 31,
2003 from $15.4 million for the same period in the prior year. The decrease is due to interest expense
savings of approximately $383,000 resulting from the repayment of $192.3 million of outstanding debt
under LIN Televisions senior credit facilities in 2002 and approximately $1.0 million resulting from
payments on derivative instruments that LIN Television held in the prior year.

Investment income decreased to $380,000 for the three months ended March 31, 2003, from $1.1 million for
the same period in the prior year as a result of the redemption of all 500,000 of Southwest Sports Groups
Series A Preferred Units on May 2, 2002.

Share of loss in equity investments was approximately $289,000 for the three months ended March 31, 2003
compared to income of $1.4 million for the same period in the prior year. This decrease was primarily the
result of the operating performance of the stations included in our joint venture with NBC.

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The Company recorded a loss of $29.5 million related to the write-off of unamortized financing fees and
discounts and associated costs in connection with the early extinguishment of the LIN Holdings 10% Senior
Discount Notes.

Provision for (Benefit from) Income Taxes

LIN TV Corp.s provision for income taxes decreased to approximately $2.6 million for the three-month period
ended March 31, 2003, from $18.2 million for the same period in the prior year. This decrease was primarily
due to a decrease in first quarter book income, primarily as a result of one-time charges related to
extinguishment of debt, as compared to the same period in the prior year. In addition, the Company recorded
a non-cash charge of approximately $16.1 million to increase a valuation allowance against its deferred tax
assets during the three-month period ended March 31, 2003, compared to a charge of $19.9 million for the
three-month period ended March 31, 2002. In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the deferred tax assets will be
realized. Prior to January 1, 2002, the Company recorded deferred tax liabilities relating to the difference
in the book and tax basis of goodwill and intangibles. The reversals of those deferred tax liabilities were
utilized to support the recognition of the deferred tax assets recorded by the Company. As a result of the
adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can
no longer be utilized to support the realization of deferred tax assets. LIN TV Corp. uses a discrete
provision in order to more accurately calculate its effective tax rate.

LIN Televisions benefit from income taxes was $718,000 for the three-month period ended March 31, 2003,
compared to a provision for income taxes of $1.0 million for the same period in the prior year. This change
was primarily due to LIN Television recording a book loss for the three-month period ending March 31, 2003.
LIN Television uses a discrete provision in order to more accurately calculate its effective tax rate.

Liquidity and Capital Resources

Our principal sources of funds for working capital have historically been cash from operations, borrowings
under our senior credit facilities, as well as funds from our initial public offering in May 2002. At March
31, 2003, we had cash of $20.2 million and $116.9 million available in committed but undrawn revolving credit
facilities. The total revolving credit facility is $191.9 million, of which $75.0 million was borrowed to
fund the retirement of the LIN Holdings notes. We have the right to increase the revolving portion of our
senior credit facilities to up to $235.0 million.

Net cash
used in operating activities was $4.1 million for the three months ended March 31, 2003 compared to
$3.7 million for the same period in the prior year. The increase was principally related to the write-off
of unamortized financing fees and discounts in connection with the early extinguishment
of the LIN Holdings 10% Senior Discount Notes of approximately $16.0 million, a decrease of $30.7 million in
impairment of intangible assets, net of tax benefit, $16.3 million in deferred income taxes and $8.3
million in depreciation and amortization. Net cash used by operating
activities for LIN Television is $3.6 million, a difference of
$526,000, as a result of cash interest payments. This difference is also
a factor in net cash used in financing activities.

Net cash provided by investing activities was $19.2 million three months ended March 31, 2003 compared to net
cash used in investing activities of $12.6 million for the same period in the prior year. The change was
primarily due to redemptions of short-term investments of approximately $23.7 million and capital
distributions from equity investments of $1.6 million in the three months ended March 31, 2003, compared
with payments for business acquisitions of $5.9 million, capital contributions to equity investments of $1.1
million and LMA expenditures of $500,000 for the same period in the prior year.

Our capital expenditures primarily include building improvements, broadcasting equipment, studio equipment,
vehicles and office equipment to improve the efficiency and quality of our television broadcasting
operations. We have engaged in a number of capital-intensive enterprises
such as the conversion to digital and regional clustering. We believe that the bulk of the capital required for these
enterprises has been expended or will be expended by the conclusion
of 2003, but there may be additional expenditures
in the future, especially if we are successful in acquiring additional stations which may not be as advanced in their
digital construction and which may need to be clustered with our
existing stations. The large majority of our digital
facilities are constructed and we are presently in compliance with FCC deadlines with respect to
the remaining unbuilt facilities. We believe that all of the remaining unbuilt
facilities could be constructed in 2003, though a few may remain unbuilt
with FCC permission pending resolution of interference issues.
Failure to comply with the FCC mandated
timetables, would subject us to FCC sanctions. These sanctions consist initially of an admonition and six further months to
construct required facilities, followed by a forfeiture or fine of an unspecified amount
and six more months to construct required facilities, followed by termination of the
digital authorization. Our capital expenditures were $6.1 million and $5.2 million for the three months ended March 31,
2003 and 2002, respectively. The
increase is primarily due to our conversion to digital television. We
expect to incur an additional $5.3 million in capital
expenditures in
2003 with respect to the completion of the digital television
conversion. We expect that we will make aggregate
capital expenditures of approximately $35.0 million during the year ended December 31, 2003.

Net cash
used in financing activities was $138.8 million for the three months ended March 31, 2003, compared
to net cash provided by financing activities of $9.9 million for the three months ended March 31, 2002,
respectively. The change was primarily due to the repayment of LIN
Holdings debt and related expenses of approximately $389.5
million offset by a net increase

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of $240.0 million in proceeds from our long-term and revolver debt.

The Company used the proceeds from the new $175.0 million term loan, a draw down of $75.0 million from its
existing revolving credit facility and cash on hand to retire $276.0 million aggregate principal amount of
LIN Holdings 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of LIN
Holdings 10% Senior Discount Add-On Notes due 2008.

Based on the current level of our operations and anticipated future growth, both internally generated as well
as through acquisitions, we believe that our cash flows from operations, together with available borrowings
under our senior credit facilities will be sufficient to meet our anticipated requirements for working
capital, capital expenditures, interest payments and scheduled principal payments for at least the next 12
months.

Contractual Obligations

We generally rely on cash on hand and cash from operations, as well as cash from other financing sources, to
satisfy our working capital, debt, capital expenditure and other contractual obligation requirements.

The following table sets forth our estimated material contractual cash obligations, as well as planned
capital expenditures and debt repayments, as of March 31, 2003 (in thousands):

|                                                                |  |               |        |           |  |           |         |            |  |       |          |  |  |   |       |  |  |   |           | 
|--------------------------------------------------------------- |  | ------------- | ------ | --------- |  | --------- | ------- | ---------- |  | ----- | -------- |  |  | - | ----- |  |  | - | --------- | 
|                                                                |  | March through |        |           |  |           |         |            |  |       |          |  |  |   |       |  |  |  
|                                                                |  | December 2003 |        | 2004-2006 |  | 2007-2008 |         | Thereafter |  | Total
|                                                                |  |               |        |           |  |           |         |            |  |      
|Principal payments and mandatory
redemptions on LIN TV debt (1) |  |               | $3,500 |           |  |           | $96,000 |            |  |       | $660,500 |  |  |   | $    |  |  |   | $760,000  | 
|Cash interest on debt (2)                                       |  |               | 50,032 |           |  |           | 153,372 |            |  |       | 65,184   |  |  |   |      |  |  |   | 268,588   | 
|Capital expenditures (3)                                        |  |               | 521    |           |  |           |        |            |  |       |         |  |  |   |      |  |  |   | 521       | 
|Program payments (4)                                            |  |               | 13,991 |           |  |           | 21,777  |            |  |       | 482      |  |  |   | 449   |  |  |   | 36,699    | 
|Operating leases (5)                                            |  |               | 698    |           |  |           | 1,873   |            |  |       | 543      |  |  |   | 2,108 |  |  |   | 5,222     | 
|Purchasing agreements (6)                                       |  |               | 133    |           |  |           |        |            |  |       |         |  |  |   |      |  |  |   | 133       | 
|Local marketing agreement payments (7)                          |  |               | 1,292  |           |  |           | 3,810   |            |  |       | 33       |  |  |   |      |  |  |   | 5,135     | 
|                                                                |  |               |        |           |  |           |         |            |  |       |          |  |  |   |       |  |  |   |           | 
|Total                                                           |  | $             | 70,167 |           |  | $         | 276,832 |            |  | $     | 726,742  |  |  | $ | 2,557 |  |  | $ | 1,076,298 | 
|                                                                |  |               |        |           |  |           |         |            |  |       |          |  |  |   |       |  |  |   |           | 



| | 1) |  | We are obligated to repay our Senior Credit Facility in December 2007 and our 8% Senior Note and the 8 3/8%
Senior Subordinated Notes in March 2008.                                                                                                                                                                                                                                                                                             
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2) |  | We have contractual obligations to
pay cash interest of approximately $268.6 million per year through
2008 on the 8% Senior Notes, 8 3/8% Senior Subordinated Notes and Senior Credit Facilities, as well as
commitment fees of approximately 0.50% on our Senior Credit Facilities.                                                                                                                                                             
|
| | 3) |  | Our annual capital expenditures may fluctuate as a result of a number of factors, including factors such
as FCC regulatory compliance expenditures and periodic maintenance requirements. We do not currently have
any committed capital expenditures for years beyond 2003.                                                                                                                                                                     
|
| | 4) |  | We have entered into commitments for future syndicated news, entertainment, and sports programming. We
have recorded $24.0 million of program obligations as of March 31, 2003 and have unrecorded commitments of
$12.7 million for programming that is not available to air as of March 31, 2003.                                                                                                                                               
|
| | 5) |  | We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.                                                                                                                                                                                                                                                                                                                                                
|
| | 6) |  | We have committed $133,000 in purchase orders for office and computer supplies that are unrecorded as of
March 31, 2003.                                                                                                                                                                                                                                                                                                                         
|
| | 7) |  | We have entered into an option and put agreement that would enable or require us to purchase KNVA-TV for
a fixed amount under certain conditions. Given changes in Federal Communications Commission ownership
rules, we, at the option of the parties involved in the LMA contract, could be required to purchase the LMA
station. The potential commitment for fulfilling the put option was approximately $4.1 million, subject to
adjustments

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| |  |  | for monthly rental payments and outstanding loans, at March 31, 2003. In connection with its
LMAs for WNAC-TV and KNVA-TV, we are committed to pay minimum future periodic fees totaling $5.1 million as
of March 31, 2003.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Description of Indebtedness

The following is a summary of our outstanding indebtedness as of March 31, 2003 and December 31, 2002:

|                                                                                                                                             |  |                |         |                   |  |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- |  | - | ------- | 
|                                                                                                                                             |  | March 31, 2003 |         | December 31, 2002
|                                                                                                                                             |  |                |         |                  
|Senior Credit Facilities                                                                                                                     |  | $              | 250,000 |                   |  | $ |        | 
|$210,000, 8% Senior Notes due 2008
(net of discount of $5,703 and $5,996 at March 31, 2003 and December 31, 2002, respectively)              |  |                | 204,297 |                   |  |   | 204,004 | 
|$300,000, 8 3/8% Senior Subordinated Notes due 2008
(net of discount of $346 and $364 at March 31, 2003 and December 31, 2002, respectively) |  |                | 299,654 |                   |  |   | 299,636 | 
|$276,000, 10% Senior Discount Notes due 2008
(net of discount of $4,443 at December 31, 2002)                                                |  |                |        |                   |  |   | 271,557 | 
|$100,000, 10% Senior Discount Notes due 2008
(net of discount of $10,677 at December 31, 2002)                                               |  |                |        |                   |  |   | 89,323  | 
|                                                                                                                                             |  |                |         |                   |  |   |         | 
|Total debt                                                                                                                                   |  |                | 753,951 |                   |  |   | 864,520 | 
|Less current portion                                                                                                                         |  |                | 5,250   |                   |  |   | 106,154 | 
|                                                                                                                                             |  |                |         |                   |  |   |         | 
|Total long-term debt                                                                                                                         |  | $              | 748,701 |                   |  | $ | 758,366 | 
|                                                                                                                                             |  |                |         |                   |  |   |         | 

Senior Credit Facilities

On
February 7, 2003, we obtained a new $175.0 million term
loan as part of an amendment to our existing credit facilities. In March 2003, we used the proceeds from
the new loan, a drawdown of $75.0 million from our existing revolving credit facility and cash on hand to
retire the debt of LIN Holdings Corp., subsidiary (LIN Holdings), consisting of $276.0 million aggregate
principal amount of 10% Senior Discount Notes due 2008 and $100.0 million aggregate principal amount of 10%
Senior Discount Add-On Notes due 2008.

The
repayment of the term loan begins September 30, 2003 with 1% of
the original principal repaid each quarter until final maturity on
December 31, 2007. The revolving credit facility is available until the scheduled termination date of March 31,
2005. Borrowings under the Senior Facilities bear interest at a rate
based, at our option, on an adjusted LIBOR
rate or ABR, plus an applicable margin range of 2.00% to 2.25% for the term loan and 1.50% to 2.75% for the revolving
credit facility depending on whether we have met certain ratios specified in the senior credit agreement. We are
required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon our leverage ratio for that
particular quarter, on the unused portion of the senior credit facilities, in addition to annual agency and other
administration fees.

The revolving credit facility may be used for general corporate purposes including, without limitation,
permitted acquisitions and redemptions not to exceed $50.0 million in the aggregate of our common stock
and/or our subsidiaries publicly-traded indebtedness and may from time to time request the lenders to
increase the aggregate amount of the commitments under the revolving credit facility up to a total of $235.0
million.

Prepayments

The senior credit facility permits us to prepay loans and to permanently reduce revolving credit
commitments, in

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whole or in part, at any time. In addition, we are required to make mandatory prepayments of
term loans, and thereafter mandatory reductions of our revolving credit commitment, subject to certain
exceptions and subject to a reduction to zero based upon our financial performance, in amounts equal to 50%
of the net cash proceeds of certain issuances of debt or equity of certain of our subsidiaries; and 100% of
the net cash proceeds of certain dispositions of assets.

Mandatory and optional prepayments of the term loans are allocated pro rata between the term loans as
applicable, and applied ratably based on the number of remaining installments under each. Any prepayment of
adjusted LIBOR loans other than at the end of an interest period will be subject to reimbursement of
breakage costs.

Covenants

The senior credit facilities contain covenants that, among other things, restrict the ability of certain of
our subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay
other indebtedness or amend other debt instruments, pay dividends, create liens on assets, enter into sale
and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or
consolidations, change the business conducted by it, make capital expenditures, or engage in certain
transactions with affiliates and otherwise restrict certain corporate activities. In addition, under the
senior credit facilities, we are required to comply with specified financial ratios, including minimum
interest coverage ratios, maximum leverage ratios and minimum fixed charge coverage ratios.

The senior credit facilities also contain provisions that prohibit any modification of the indentures
governing our senior subordinated notes and senior notes in any manner adverse to the lenders and that will
limit our ability to refinance or otherwise prepay our senior subordinated notes or senior notes without the
consent of such lenders.

Events of Default

The senior credit facilities contain customary events of default, including payment defaults, breach of
representations and warranties, covenant defaults, cross-defaults to certain other indebtedness, certain
events of bankruptcy and insolvency, ERISA events, judgment defaults, actual or asserted invalidity of any
security interest and change of control.

Senior Notes

We have outstanding $210.0 million in aggregate principal amount of 8% senior notes due January 15, 2008.
Interest on these notes accrues at a rate of 8% and is payable semi-annually on January 15 and July 15 of
each year. We may redeem some or all of these notes at any time on or after January 15, 2005. We may also
redeem up to 35% of these notes using the proceeds of some equity offerings completed before January 15,
2004.

These senior notes are general unsecured obligations and rank equally with all existing and future senior
debt of certain of our subsidiaries and senior in right of payment to all of those subsidiaries existing
and future subordinated indebtedness. The senior notes are guaranteed on a senior basis by each of the same
subsidiaries that guarantee our senior credit facilities. The indenture governing the senior notes contains
a change of control provision which states, among other things, that upon a change of control (as defined
therein) the holders of these notes may require us to purchase all or a portion of such holders notes at a
cash purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase. In addition, the indenture governing the senior notes limits,
among other things:



| |  |  | the incurrence of additional indebtedness and issuance of capital stock;                                   
| | - |  | -----------------------------------------------------------------------------------------------------------
|
| |  |  | the payment of dividends on, and redemption of capital stock of certain of our subsidiaries;               
|
| |  |  | liens;                                                                                                     
|
| |  |  | mergers, consolidations and sales of all or substantially all of the assets of certain of our subsidiaries;
|
| |  |  | asset sales;                                                                                               
|
| |  |  | asset swaps;                                                                                               
|
| |  |  | restricted payments; and                                                                                   

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| |  |  | transactions with affiliates.
| | - |  | -----------------------------

8 3/8% Senior Subordinated Notes

We have
outstanding $299.7 million in aggregate principal amount of 8 3/8% senior subordinated notes due
March 1, 2008. Interest on these notes accrues at a rate of 8 3/8% and is payable semi-annually on March 1
and September 1 of each year.

These senior subordinated notes are general unsecured obligations subordinated in right of payment to all of the
existing and future senior indebtedness of certain of our subsidiaries, including the senior notes and the senior
credit facilities and are guaranteed on a senior subordinated basis by each of the same subsidiaries that
guarantee the senior notes. The indenture governing the senior subordinated notes contains a change of control
provision and covenants substantially similar to those that govern our senior notes.

GECC Note

GECC provided debt financing in
connection with the formation of our joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note
bearing an initial interest rate of 8.0% per annum. During the last
five years, the joint venture has produced cash flows to support the
interest payments and to maintain minimum levels of required working
capital reserves. In addition, the joint venture has made cash
distributions to us and to NBC from the excess cash
generated by the joint venture of approximately $19.3 million on
average each year during the past three years. Accordingly, the Company expects that the interest payments
on the GECC note will be serviced solely by the cash flow of the
joint venture. The GECC note is not our obligation, but is recourse to the joint venture, the Companys equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or
interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts
under the GECC note. If this happened, we could experience material adverse consequences, including:



| |  |  | GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy outstanding amounts under the GECC note;                                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | if more than 50% of the ownership
of LIN Television had to be sold to satisfy the GECC Note, it could
cause an acceleration of our senior credit facilities and
senior notes; and
|
| |  |  | if the GECC note is prepaid
because of an acceleration on default or otherwise, or if the note is
repaid at maturity, we may incur a substantial tax liability.                  

The joint venture is approximately 80% owned by NBC, and NBC controls the operations of the stations through a management contract. Therefore, the operation and profitability of
those stations and the likelihood of a default under the GECC note are primarily within NBCs control.

Recently Issued Accounting Pronouncements:

On
April 30, the FASB issued FASB Statement No. 149
(SFAS No. 149), Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative
instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities
that fall within the scope of FASB Statement No. 133 (SFAS No. 133), Accounting for Derivative Instruments and
Hedging Activities.

SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent
reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant
separate accounting.

SFAS
No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions,
and (2) for hedging relationships designated after June 30. The guidance is to be applied prospectively. The
Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or
results of operations.

Risks Associated with Business Activities

Our operating results are primarily dependent on advertising revenues and, as a result, we may be more vulnerable
to economic downturns than businesses in other industries.

Our operating results are primarily dependent on advertising revenues. The success of our operations depends
in part upon factors beyond our control, such as:



| |  |  | national and local economic conditions;                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the availability of high profile sporting events, such as the Olympics, the Super Bowl and the NCAA Mens
Basketball Tournament;
|
| |  |  | the relative popularity of the programming on our stations;                                                                     
|
| |  |  | the demographic characteristics of our markets; and                                                                             
|
| |  |  | the activities of our competitors.                                                                                              

We cannot assure you that our programming will attract sufficient targeted viewership or that we will achieve
favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such
as viewer preferences, competing programming and the availability of other entertainment activities. A shift
in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which
could cause our advertising revenues to decline. In addition, we and those that we rely on for programming
may not be able to anticipate and react

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effectively to shifts in viewer tastes and interests in the markets.

We are dependent to a significant degree on automotive advertising.

Approximately 23%, 22%, 21% and 22% of our total net revenues for the three months ended March 31, 2003 and
the years ended December 31, 2002, 2001 and 2000, respectively, consisted of automotive advertising. A
significant decrease in these revenues in the future could materially and adversely affect our results of
operations and cash flows, which could affect our ability to fund operations and service our debt obligations
and affect the value of shares of our common stock.

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

As of March 31, 2003, we had approximately $754.0 million of consolidated indebtedness and approximately
$820.0 million of consolidated stockholders equity. In addition, we may incur additional indebtedness in
the future. Accordingly, we will continue to have significant debt service obligations.
Our large amount of indebtedness could, for example:



| |  |  | require us to use a substantial portion of our cash flow from operations to pay indebtedness and reduce
the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other
general corporate activities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | limit our ability to obtain additional financing in the future;                                                                                                                                                                              
|
| |  |  | expose us to greater interest rate risk since the interest rates on certain of our borrowings, including
amounts borrowed under our senior credit facilities, vary; and                                                                      
|
| |  |  | impair our ability to successfully withstand a downturn in our business or the economy in general and
place us at a disadvantage relative to our less leveraged competitors.                                                                 

Any of these consequences could have a material adverse effect on our business, liquidity and results of
operations. In addition, our debt instruments require us to comply with covenants, including those that
restrict the ability of certain of our subsidiaries to dispose of assets, incur additional indebtedness, pay
dividends, make investments, make acquisitions, engage in mergers or consolidations and make capital
expenditures, that will restrict the manner in which we conduct our business and may impact our operating
results. Our failure to comply with these covenants could result in events of default, which, if not cured or
waived, would permit acceleration of our indebtedness and acceleration of indebtedness under other
instruments that contain cross-acceleration or cross-default provisions. In the past, we have obtained
amendments with respect to compliance with financial ratio tests in our senior credit facilities. Consents or
amendments that may be required in the future may not be available on reasonable terms, if at all.

We have a history of net losses and a substantial accumulated deficit.

We have had net losses of $40.9 million, $47.2 million, $61.7 million and $34.2 million for the three months
ended March 31, 2003, and the years ended December 31, 2002, 2001 and 2000, respectively, primarily as a
result of amortization of intangible assets and debt service obligations. In addition, as of March 31, 2003,
we had an accumulated deficit of $245.3 million. We may not be able to achieve or maintain profitability.

LIN Television has had net losses of $906,000, $751,000, $39.7 million and $17.5 million for the three months
ended March 31, 2003, and the years ended December 31, 2002, 2001 and 2000, respectively, primarily as a
result of amortization of intangible assets and debt service obligations. In addition, as of March 31, 2003,
LIN Television had an accumulated deficit of $93.2 million. LIN Television may not be able to achieve or
maintain profitability.

We may not be able to generate sufficient cash flow to meet our debt service obligations, forcing us to refinance
all or a portion of our indebtedness, sell assets or obtain additional financing.

Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our
indebtedness, will depend on our future performance, which, to a certain extent, will be subject to economic,
financial, competitive and other

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factors beyond our control. Our business may not continue to generate
sufficient cash flow from operations in the future to pay our indebtedness or to fund our other liquidity
needs. As a result, we may need to refinance all or a portion of our indebtedness, on or before maturity,
sell assets or obtain additional financing. We may not be able to refinance any of our indebtedness on
commercially reasonable terms, if at all. If we are unable to generate sufficient cash flow or refinance our
indebtedness on commercially reasonable terms, we may have to seek to restructure our remaining debt
obligations, which could have a material adverse effect on the price of our common stock

We have a material amount of intangible assets, and if we are required to write down intangible assets in future
periods to comply with new accounting standards, it would reduce our net income, which in turn could materially
and adversely affect our results of operations and the trading price of our class A common stock.

Approximately $1.7 billion, or 79.9%, of our total assets as of March 31, 2003, consists of unamortized
intangible assets. Intangible assets principally include broadcast licenses and goodwill. In July 2001, the
FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which became effective for us on January 1,
2002. SFAS No. 142 requires, among other things, the discontinuance of the amortization of goodwill and
broadcast licenses, and the introduction of impairment testing in its place. SFAS No. 142 also required us to
complete a transitional goodwill impairment test of our goodwill and broadcast licenses for impairment. In
addition, we established a valuation allowance against certain of our deferred tax assets in the absence of
the reversal of taxable temporary differences associated with goodwill and broadcast licenses amortization.
If at any point in the future the value of these intangible assets decreased, we would be required to incur
an impairment charge that could significantly adversely impact our reported results of operations and
stockholders equity. We have used an external appraisal firm to perform an impairment analysis of our
broadcast licenses and goodwill as of December 31, 2002 and based in part on this analysis, concluded that
there was no impairment as of December 31, 2002.

We intend to pursue a growth strategy through acquisitions of television stations, which could pose certain risks
and increase our leverage.

We intend to pursue selective acquisitions of television stations with the goal of improving their operating
performance by applying our managements business and growth strategy. However, we may not be successful in
identifying attractive acquisition targets. Inherent in any future acquisitions are certain risks, such as
increasing leverage and debt service requirements and combining company cultures and facilities that could
have a material adverse effect on our operating results, particularly during the period immediately following
any acquisitions. We may not be able to successfully implement effective cost controls, increase advertising
revenues or increase audience share with respect to any acquired station. In addition, our future
acquisitions may result in our assumption of unexpected liabilities and may result in the diversion of
managements attention from the operation of our business.

In addition, television station acquisitions are subject to the approval of the Federal Communications
Commission and, potentially, other regulatory authorities. The need for Federal Communications Commission and
other regulatory approvals could restrict our ability to consummate future transactions and potentially
require us to divest some television stations if the Federal Communications Commission believes that a
proposed acquisition would result in excessive concentration in a market, even if the proposed combinations
may otherwise comply with Federal Communications Commission ownership limitations. The recent acquisition of
Sunrise may further limit our ability to consummate future transactions due to Federal Communications
Commission regulations that restrict the number of television stations a licensee can own in a market.

Broadcast interests of our affiliates, including Hicks Muse, may be attributable to us and may limit our ability
to acquire television stations in particular markets, restricting our ability to execute our growth strategy.

The number of television stations we may acquire in any market is limited by Federal Communications
Commission rules and may vary depending upon whether the interests in other television stations or other
media properties of individuals affiliated with us are attributable to those individuals under Federal
Communications Commission rules. The Federal Communications Commission generally applies its ownership limits
to attributable interests held by an individual, corporation, partnership or other association. The
broadcast or other media interests of our officers, directors and 5% or greater voting stockholders are
generally attributable to us, which may limit our acquisition or ownership of television stations in
particular markets while those officers, directors or stockholders are associated with us. In addition,

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the
holder of an otherwise nonattributable equity or debt interest in a licensee which is in excess of 33% of the
total debt and equity of the licensee will nonetheless be attributable where the holder is either a major
program supplier to that licensee or the holder has an attributable interest in another broadcast station,
cable system or newspaper in the same market. Affiliates of Hicks
Muse currently own 23,419,237 shares of our
class B common stock, which represents approximately 47% of our capital stock at March 31, 2003. Pursuant to Federal
Communications Commission rules and regulations, non-voting stock does not generally create an attributable
interest. As a result, due to the fact that affiliates of Hicks Muse only own shares of our class B common
stock, we believe that none of our stations will be attributed to Hicks Muse and that no stations attributed
to Hicks Muse will be attributed to us. However, if affiliates of Hicks Muse elect to convert their shares of
class B common stock into either our class A common stock or class C common stock, under current Federal
Communications Commission rules and regulations, the stations that are attributable to Hicks Muse would be
attributed to us. In addition, the Federal Communications Commission has stated that it reserves the
authority, in an appropriate case, to declare as being attributable an unusual combination of otherwise
nonattributable interests.

Hicks Muse and its affiliates, whose interests may differ from the interests of the holders of our class A common
stock, have approval rights with respect to significant transactions and could convert their equity interests in
us into a majority of its voting power, thereby reducing your voting power.

Hicks Muse and its affiliates will have the ability to convert shares of our nonvoting class B common stock
into class A common stock, subject to the approval of the Federal Communications Commission. If this occurs,
affiliates of Hicks Muse would own approximately 47% of our voting equity interests and will effectively
have the ability to elect our entire board of directors and to approve or disapprove any corporate
transaction or other matters submitted to our stockholders for approval, including the approval of mergers or
other significant corporate transactions. The interests of Hicks Muse and its affiliates may differ from the
interests of our other stockholders and Hicks Muse and its affiliates could take actions or make decisions
that are not in your best interests.

For example, Hicks Muse is in the business of making significant investments in existing or newly formed
companies and may from time to time acquire and hold controlling or non-controlling interests in television
broadcast assets, such as its existing investment in businesses like Clear Channel Communications, Inc.,
that may directly or indirectly compete with us for advertising revenues. Hicks Muse and its affiliates may
from time to time identify, pursue and consummate acquisitions of television stations or other broadcast
related businesses that may be complementary to our business and therefore such acquisition opportunities
may not be available to us.

In addition, affiliates of Hicks Muse, as the holders of our class B common stock, have the right to
approve, among other things, the issuance or repurchase of any of our securities, the sale or acquisition of
any asset or the incurrence of any indebtedness with a value of 10% or more of the fair market value of our
common equity securities, our merger or consolidation with another company or any transaction that is not in
the ordinary course of business. Hicks Muse also has an assignable right, under certain conditions, to
acquire the outstanding shares of our class C common stock.

Moreover, Royal W. Carson, III and Randall S. Fojtasek, two of our directors, together own all of our class
C common stock and therefore possess 70% of our combined voting power. Accordingly, Messrs. Carson and
Fojtasek have the power to elect our entire board of directors and to approve or disapprove any corporate
transaction or other matter submitted to our stockholders for approval, including the approval of mergers or
other significant corporate transactions. Both of Messrs. Carson and Fojtasek have prior business relations
with Hicks Muse. Mr. Carson is the President of Carson Private Capital Incorporated, an investment firm that
sponsors funds-of-funds and dedicated funds that have invested substantially all of the net capital of these
funds in investment funds sponsored by Hicks Muse or its affiliates. Mr. Carson also serves on an advisory
board representing the interests of limited partners of Hicks, Muse, Tate & Furst Europe Fund, L.P., which
is sponsored by Hicks Muse. Hicks, Muse, Tate & Furst Europe Fund does not have an investment in us. Until
its sale in 1999, Mr. Fojtasek was the Chief Executive Officer of Atrium Companies, Inc., which was
principally owned by Hicks Muse or its affiliates. Affiliates of Hicks Muse have invested as limited
partners in Brazos Investment Partners LLC, a private equity investment firm of which Mr. Fojtasek is a
founding member.

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

The entertainment industry, and particularly the television industry, are highly competitive and are
undergoing a period of consolidation and significant change. Many of our current and potential competitors
have greater financial, marketing, programming and broadcasting resources than we do. Technological
innovation and the resulting proliferation

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of television entertainment, such as cable television, wireless
cable, satellite-to-home distribution services, pay-per-view, digital video recorders and home video and
entertainment systems, have fractionalized television viewing audiences and have subjected free over-the-air
television broadcast stations to new types of competition. In addition, as a result of the Telecommunications
Act of 1996, the legislative ban on telephone cable ownership has been repealed and telephone companies are
now permitted to seek Federal Communications Commission approval to provide video services to homes.

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

Affiliates of Hicks Muse effectively determine whether a change of control will occur because of their
rights through their ownership of all of the shares of our class B common stock or through their voting
power, if they convert their shares of class B common stock into class A common stock or class C common
stock. Moreover, provisions of Delaware corporate law and our bylaws and certificate of incorporation,
including the 70% voting power rights of our class C common stock held by Messrs. Carson and Fojtasek, make
it more difficult for a third party to acquire control of us, even if a change of control would benefit the
holders of class A common stock shares. These provisions and controlling ownership by affiliates of Hicks
Muse could also adversely affect the public trading price of our class A common stock.

The loss of network affiliation agreements could materially and adversely affect our results of operations.

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

In addition, certain of our network affiliation agreements are subject to earlier termination by the
networks under specified circumstances, including as a result of a change of control of our affiliated
stations, which would generally result upon the acquisition of 50% of our voting power. In the event that
affiliates of Hicks Muse elect to convert the shares of class B common stock held by them into shares of
either class A common stock or class C common stock, such conversion may result in Hicks Muse and its
affiliates acquiring more than 50% of our voting power and, thus, result in a change of control of our
stations with network affiliation agreements. Some of the networks with which our stations are affiliated
have required other broadcast groups, upon renewal of affiliation agreements, to reduce or eliminate
network affiliation compensation and, in certain cases, to make cash payments to the network, and to accept
other material modifications of existing affiliation agreements. Consequently, our affiliation agreements
may not all remain in place and each network may not continue to provide programming or compensation to
affiliates on the same basis as it currently provides programming or compensation. If this occurs, we would
need to find alternative sources of programming, which may be less attractive and more expensive. We are
currently in negotiations with FOX regarding affiliation agreements with their network.

The General Electric Capital Corporation note could result in significant liabilities and could trigger a change
of control under our existing indebtedness, causing our indebtedness to become immediately due and payable.

General Electric Capital Corporation, or GECC, provided debt financing for a joint venture between us and
NBC, a sister corporation of GECC, in the form of an $815.5 million, non-amortizing senior secured note due
2023. In the event that such note is not extended or otherwise refinanced when the note matures in 2023, we
expect that, assuming current federal marginal tax rates remain in effect; our tax liability related to the
joint venture transaction will be approximately $255.0 million. The formation of the joint venture was
intended to be tax-free to us. However, any early repayment of the note will accelerate this tax liability,
which could have a material adverse effect on us. In addition, if an event of default occurs under the note,
and GECC is unable to collect all amounts owed to it after exhausting all commercially reasonable remedies
against the joint venture, including during the pendency of any bankruptcy involving the joint venture, GECC
may proceed against us to collect any deficiency, including by foreclosing on our stock and its subsidiaries,
which could trigger the change of control provisions under LIN TV Corp.s existing indebtedness.

Annual cash interest payments on the note are approximately $66.2 million. There are no scheduled payments
of principal due prior to 2023, the stated maturity of the note. The obligations under the note were
assumed by the joint venture, and we utilized the proceeds of the note to finance a portion of the cost of
Hicks Muses acquisition of us. The

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note is not our obligation nor the obligation of any of our
subsidiaries and is recourse only to the joint venture, our equity interest in the joint venture and, after
exhausting all remedies against the assets of the joint venture and other equity interest in the joint
venture, to us pursuant to a guarantee. An event of default under the note will occur if the joint venture
fails to make any scheduled payment of interest, within 90 days of the date due and payable, or principal
of the note on the maturity date. The joint venture has established a cash reserve of $15.0 million for the
purpose of making interest payments on the note when due. Both NBC and we have the right to make a
shortfall loan to the joint venture to cover any interest payment. However, if the joint venture fails to
pay principal or interest on the note, and neither NBC nor we make a shortfall loan to cover the interest
payment, an event of default would occur under the note and GECC could accelerate the maturity of the
entire amount due under the note. Other than the acceleration of the principal amount of the note upon an
event of default, prepayment of the principal of the note is prohibited prior to its stated maturity.

Risks Related to Our Industry

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

During the three months ended March 31, 2003, we experienced a loss of advertising revenue and incurred
additional broadcasting expenses due to the initiation of military action in Iraq and this loss of revenue
continued into the beginning of the second quarter of 2003. The military action has disrupted our
television stations regularly scheduled programming and some of our clients have rescheduled or delayed
advertising campaigns to avoid being associated with war coverage. Advertisers may not agree to run
preempted advertising in future time periods and space may not be available for such advertising. We
expect that if the United States engages in other foreign hostilities or there is a terrorist attack
against the United States, we may lose additional advertising revenue and incur increased broadcasting
expenses due to further pre-emption, delay or cancellation of advertising campaigns and the increased costs
of providing coverage of such events. We cannot predict the extent and duration of the current, or any
future, disruption to our programming schedule, the amount of advertising revenue that would be lost or
delayed or the amount by which our broadcasting expenses would increase as a result. The loss of revenue
and increased expenses has negatively affected, and could continue to negatively affect, our results of
operations.

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

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

Recently-enacted campaign finance legislation and pending election law reform proposals may substantially limit
political advertising, upon which we heavily rely.

Recently-enacted campaign finance legislation restricts spending by candidates, political parties,
independent groups and others on political advertising and imposes significant reporting and other burdens on
political advertising. The legislation, which became effective in November 2002, is subject to judicial
review and is currently being challenged in the courts. Unless overturned, this legislation could have an
adverse effect on us by decreasing advertising revenue in connection with political campaigns. The same would
be true if certain election reform proposals, which would require deeper discounts of time sold to political
candidates, are enacted.

Changes in FCC regulations may not allow us to continue to operate our local marketing agreements or could
increase competition within the markets in which we operate.

Federal Communications Commission ownership rules currently impose significant limitations on the ability of
broadcast licensees to have attributable ownership interests in other media properties. These restrictions
include a national limit of broadcast television stations with an aggregate audience reach of 35% of all
households. These restrictions also

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include a variety of local limits on ownership, such as a limit of one
television station in medium and smaller markets and two stations in larger markets, known as the duopoly
rule, prohibitions on ownership of a daily newspaper or a cable system and television station in the same
market and limits of four to eight radio stations and one or two television stations in the same market.
These regulations currently prevent us from entering dual-station ownership and cross-ownership arrangements
in various attractive markets. In particular, the regulations currently prevent us from directly owning the
stations we operate under grandfathered local marketing agreements in Austin, Texas; and Providence, Rhode
Island and could require us to discontinue those local marketing agreements upon the conclusion of a Federal
Communications Commission proceeding initiated in 2002. In 2002, we had net revenues of $18.9 million, or
5.4% of our total net revenues, attributable to those local marketing agreements.

In two recent decisions, the United States Court of Appeals for the District of Columbia Circuit found
three of the Federal Communications Commissions ownership rules, including the 35% national cap, the
duopoly rule and the prohibition on ownership of a cable system and broadcast station in the same local
market to be arbitrary and capricious. The Federal Communications Commission initiated a rulemaking to
revisit all of its major media ownership rules, including the network cap and duopoly, in September 2002.
Pending the resolution of this proceeding and possible further Federal Communications Commission review,
the 35% ownership rule and the duopoly rule will remain in place. We cannot predict the ultimate outcome of
these proceedings. Relaxation of the duopoly rule may permit either co-ownership of our local marketing
agreement stations or indefinite continuation of the local marketing agreements as well as the creation of
dual-station combinations in other markets. Relaxation of the other rules would create the prospect of
attractive cross-media combinations. But these changes could also create additional competition for us from
competitors such as national broadcast networks, large station groups, cable operators or newspaper owners
who are better positioned to take advantage of such changes and benefit from the resulting operating
synergies both nationally and in specific local markets.

Changes in technology may impact our long-term success and ability to compete.

The Federal Communications Commission has adopted rules for implementing advanced television, commonly
referred to as digital television, in the United States of America. Our conversion to digital television
requires additional capital expenditures, which we anticipate will be approximately $5.8 million in 2003,
and operating costs. Implementation of digital television will improve the technical quality of over-the-air
broadcast television. It is possible, however, that conversion to digital operations may reduce a stations
geographical coverage area. We believe that digital television is essential to our long-term viability and
the broadcast industry, but we cannot predict the precise effect digital television might have on our
business. The Federal Communications Commission has levied fees on broadcasters with respect to
non-broadcast uses of digital channels, including data transmissions or subscriber services. Further
advances in technology may also increase competition for household audiences and advertisers. We are unable
to predict the effect that technological changes will have on the broadcast television industry or the
future results our operations.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates principally with respect to our senior credit
facilities, which are priced based on certain variable interest rate alternatives. There was approximately
$250.0 million outstanding as of March 31, 2003 under our senior credit facilities.

Accordingly, we are exposed to potential losses related to increases in interest rates. A hypothetical 1
percent increase in the floating rate used as the basis for the interest charged on the senior credit
facility as of March 31, 2003 would result in an estimated $2.5 million increase in annualized interest
expense assuming a constant balance outstanding of $250.0

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million.

We are also exposed to market risk related to changes in the interest rates through our investing activities
and our floating rate credit arrangements. A hypothetical 10% increase or decrease in interest rates would
not have a material impact on the carrying value of our cash equivalents due to their immediate available
liquidity or their short term maturity. With respect to borrowings, our ability to finance future
acquisition transactions may be impacted if we are unable to obtain appropriate financing at acceptable
rates.




Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures.Based on their evaluation of our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date
within 90 days of the filing date of this Quarterly Report on Form 10-Q, our chief executive officer and persons
performing the functions of a chief financial officer have concluded that our disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms and are operating in an effective manner.

Changes in internal controls.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 most recent evaluation.




Part II: Other Information




Item 1. Legal Proceedings

We are involved in various claims and lawsuits that are generally incidental to our business. We are
vigorously contesting all of these matters and believe that their ultimate resolution will not have a
material adverse effect on us.




Item 2. Changes in Securities and Use of Proceeds

The effective date of our registration statement, filed on Form S-1 (Commission File No. 05-0501252) under
the Securities Act of 1933, relating to our initial public offering of our class A common stock, was May
2, 2002. A total of 19,550,000 shares were sold in the offering at a price of $22.00 for gross proceeds of
$430.1 million. The managing underwriters for this offering were Deutsche Bank Securities Inc., Bear,
Stearns & Co. Inc., J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation and Morgan Stanley
& Co. Incorporated. The underwriting discounts and commissions and other expenses totaled approximately
$30.2 million for net proceeds of $399.9 million. The initial public offering was completed on May 3,
2002.

We have used the net proceeds from this offering, together with other available funds from the other
transactions, as described in the table below, which reflects amounts as of March 31, 2003 and which
reflects the application of all proceeds from the offering.

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Cash Sources

(in millions)

|                                                                       |       |   |       |       | 
|---------------------------------------------------------------------- | ----- | - | ----- | ----- | 
|Gross proceeds of the initial public offering                          |       | $ | 430.1 |      
|Proceeds from redemption of Southwest Sports
    Group preferred units |       |   | 60.8  | (a)  
|                                                                       |       |   |       |      
|                                                                       | Total |   | $     | 490.9 | 
|                                                                       |       |   |       |      

Cash Uses

|                                          |                                        |  |      |       |    
|----------------------------------------- | -------------------------------------- |  | ---- | ----- | ---
|LIN TV Corp.:                             |                                        |  |      |      
|                                          | Senior credit facilities               |  | $    | 192.3 |    
|                                          | 10% senior discount notes due 2008     |  |      | 111.4 | (b)
|Sunrise/STC Broadcasting:                 |                                        |  |      |      
|                                          | Senior credit facilities               |  |      | 21.2  |    
|                                          | 11% senior subordinated notes due 2007 |  |      | 108.0 | (c)
|                                          | 14% senior subordinated notes due 2008 |  |      | 3.5   | (d)
|                                          | 14% redeemable preferred stock         |  |      | 10.8  | (e)
|Discounts, commissions and other expenses |                                        |  | 30.2 |      
|Cash payments to Hicks Muse affiliates    |                                        |  | 13.5 | (f)  
|                                          |                                        |  |      |      
|                                          | Total                                  |  | $    | 490.9 |    
|                                          |                                        |  |      |      



| | a) |  | Includes $10.8 million of accumulated interest on Southwest Sports Group preferred units through May 8,
2002, the redemption date.                                                                                                                                                                                                   
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | The remaining amount outstanding on the 10% senior discount notes was repaid using proceeds from the
new term loan and a draw down from LIN Televisions existing revolving credit facility.                                                                                                                                         
|
| | c) |  | Includes accretion and accrued interest of $8.0 million through May 8, 2002, the redemption date.                                                                                                                                                                                                                                    
|
| | d) |  | Includes $2.5 million in principal redemption plus $1.0 million of accrued interest through May 8, 2002.
Excludes $33.3 million of the Sunrise 14% senior subordinated notes, fair value as of May 2, 2002, that
affiliates of Hicks Muse have acquired and exchanged for shares of our class B common stock.                        
|
| | e) |  | Includes $5.0 million of principal redemption plus $5.8 million of accretion and accrued interest
through May 8, 2002. Excludes $54.4 million of the STC Broadcasting 14% redeemable preferred stock, fair
value as of May 2, 2002, that affiliates of Hicks Muse have acquired and exchanged for shares of our class
B common stock.
|
| | f) |  | Includes a $6.2 million payment related to the amendment of our financial advisory agreement and the
termination of our monitoring and oversight agreement with Hicks Muse Partners on May 8, 2002 and a $7.3
million payment on August 23, 2002 consisting of $7.1 million in principal and accrued interest of
$200,000.           




Item 6. Exhibits and Reports on Form 8-K

Exhibits:

99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Office
and Offices of the Chief Financial Officer of LIN TV Corp., dated
May 5, 2003.

99.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Office
and Offices of the Chief Financial Officer of LIN Television
Corporation, dated May 5, 2003.

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Reports on Form 8-K:

On March 26, 2003, LIN TV Corp. and LIN Television Corporation filed a Current Report on Form 8-K in
connection with the announcement that the Company was withdrawing its earnings guidance as a result of the
impact of the outbreak of hostilities in Iraq.

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SIGNATURES

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

| |  |                    |  |                                                                                                                 
| |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------------
| |  |                    |  | LIN TV CORP.
LIN TELEVISION CORPORATION                                                                         
|
| |  |                    |  |                                                                                                                 
|
| |  | Dated: May 5, 2003 |  | By: /s/ William A. Cunningham
William A. Cunningham
Vice President and Controller
(Principal Accounting Officer)

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CERTIFICATIONS

I, Gary R. Chapman, certify that:



| | 1. |  | I have reviewed this quarterly
report on Form 10-Q of LIN TV Corp.;                                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                                                                      
|------------------ |  | ---------------------------------------------------------------------
|Dated: May 5, 2003 |  | /s/ Gary R. Chapman
     Gary R. Chapman
     Chief Executive Officer

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CERTIFICATIONS

I, William A. Cunningham, certify that:



| | 1. |  | I have reviewed this quarterly
report on Form 10-Q of LIN TV Corp.;                                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                                                                                        
|------------------ |  | ---------------------------------------------------------------------------------------
|Dated: May 5, 2003 |  | /s/ William A. Cunningham
     William A. Cunningham
     Vice President and Controller

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CERTIFICATIONS

I, Deborah R. Jacobson, certify that:



| | 1. |  | I have reviewed this quarterly
report on Form 10-Q of LIN TV Corp.;                                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                                                                                                                
|------------------ |  | ---------------------------------------------------------------------------------------------------------------
|Dated: May 5, 2003 |  | /s/ Deborah R. Jacobson
     Deborah R. Jacobson
     Vice President of Corporate Development and
and Treasurer

-37-



---



##### Table of Contents



CERTIFICATIONS

I, Peter E. Maloney, certify that:



| | 1. |  | I have reviewed this quarterly
report on Form 10-Q of LIN TV Corp.;                                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                                          
|------------------ |  |  |  | -------------------------------------------------------------------------
|Dated: May 5, 2003 |  |  |  | /s/ Peter E. Maloney
     Peter E. Maloney
     Vice President of Finance

-38-



---



##### Table of Contents



CERTIFICATIONS

I, Gary R. Chapman, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation;                                                                                                                                                                                                                                             
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                             
|------------------ |  |  |  | ------------------------------------------------------------
|Dated: May 5, 2003 |  |  |  | /s/ Gary R. Chapman

Gary R. Chapman
Chief Executive Officer

--39--



---



##### Table of Contents



CERTIFICATIONS

I, William A. Cunningham, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation;                                                                                                                                                                                                                                             
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                                               
|------------------ |  |  |  | ------------------------------------------------------------------------------
|Dated: May 5, 2003 |  |  |  | /s/ William A. Cunningham

William A. Cunningham
Vice President and Controller

--40--



---



##### Table of Contents



CERTIFICATIONS

I, Deborah R. Jacobson, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation:                                                                                                                                                                                                                                             
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                                                                      
|------------------ |  |  |  | -----------------------------------------------------------------------------------------------------
|Dated: May 5, 2003 |  |  |  | /s/ Deborah R. Jacobson

Deborah R. Jacobson
Vice President of Corporate Development andand Treasurer

--41--



---



##### Table of Contents



CERTIFICATIONS

I, Peter E. Maloney, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of LIN Television Corporation;                                                                                                                                                                                                                                             
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                                                                  |  | 
|------------------ |  | ---------------------------------------------------------------- |  | 
|Dated: May 5, 2003 |  | /s/ Peter E. Maloney

Peter E. Maloney
Vice President of Finance |  | 

--42--



---



##### Table of Contents



Item 1. Financial Statements

LIN Television Corporation

|                                                     |  |  |    | 
|---------------------------------------------------- |  |  | -- | 
|Condensed Consolidated Balance Sheets                |  |  | 44 | 
|Condensed Consolidated Statements of Operations      |  |  | 45 | 
|Condensed Consolidated Statements of Cash Flows      |  |  | 46 | 
|Notes to Condensed Consolidated Financial Statements |  |  | 47 | 

--43--



---



##### Table of Contents



LIN TELEVISION CORPORATION

Condensed Consolidated Balance
Sheets


(In thousands, except share data)


|                                                                                   |                                |                            |                                            |              |         |           |           |        |           |           | 
|---------------------------------------------------------------------------------- | ------------------------------ | -------------------------- | ------------------------------------------ | ------------ | ------- | --------- | --------- | ------ | --------- | --------- | 
|                                                                                   |                                | March 31,                  |                                            | December 31,
|                                                                                   |                                | 2003                       |                                            | 2002        
|                                                                                   |                                |                            |                                            |             
|                                                                                   |                                | (unaudited)                |                                            |             
|ASSETS                                                                             |                                |                            |                                            |              |         |           |           |       
|Current assets:                                                                    |                                |                            |                                            |              |         |           |           |       
|Cash and cash equivalents                                                          |                                | $                          | 20,194                                     |              |         | $         | 143,860   |       
|Available for sale securities                                                      |                                |                            |                                           |              |         |           | 23,674    |       
|Accounts receivable, less allowance for doubtful
    accounts                      |                                |                            |                                            |              |         |           |           |       
|                                                                                   | (2003  $2,456; 2003  $2,709) |                            |                                            | 58,868       |         |           |           | 71,336 |          
|Program rights                                                                     |                                |                            | 12,835                                     |              |         |           | 14,515    |       
|Assets held for sale                                                               |                                |                            | 10,606                                     |              |         |           | 10,606    |       
|Other current assets                                                               |                                |                            | 1,977                                      |              |         |           | 1,631     |       
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                | Total current assets       |                                            |              | 104,480 |           |           |        | 265,622   |          
|Property and equipment, net                                                        |                                |                            | 206,289                                    |              |         |           | 208,072   |       
|Deferred financing costs                                                           |                                |                            | 18,197                                     |              |         |           | 18,316    |       
|Equity investments                                                                 |                                |                            | 82,448                                     |              |         |           | 84,368    |       
|Program rights                                                                     |                                |                            | 8,798                                      |              |         |           | 8,953     |       
|Goodwill                                                                           |                                |                            | 586,592                                    |              |         |           | 586,592   |       
|Broadcast licenses                                                                 |                                |                            | 1,106,553                                  |              |         |           | 1,106,553 |       
|Other intangible assets, net                                                       |                                |                            | 1,205                                      |              |         |           | 1,480     |       
|Other assets                                                                       |                                |                            | 14,227                                     |              |         |           | 13,074    |       
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                |                            | Total Assets                               |              | $       | 2,128,789 |           |        | $         | 2,293,030 | 
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                           |                                |                            |                                            |              |         |           |           |       
|Current liabilities:                                                               |                                |                            |                                            |              |         |           |           |       
|Current portion of long-term debt                                                  |                                | $                          | 5,250                                      |              |         | $         |          |       
|Accounts payable                                                                   |                                |                            | 7,839                                      |              |         |           | 11,665    |       
|Accrued income taxes                                                               |                                |                            | 13,260                                     |              |         |           | 14,022    |       
|Accrued interest expense                                                           |                                |                            | 6,320                                      |              |         |           | 16,236    |       
|Accrued sales volume discount                                                      |                                |                            | 1,667                                      |              |         |           | 5,415     |       
|Other accrued expenses                                                             |                                |                            | 16,469                                     |              |         |           | 22,303    |       
|Liabilities held for sale                                                          |                                |                            | 140                                        |              |         |           | 139       |       
|Program obligations                                                                |                                |                            | 14,347                                     |              |         |           | 15,683    |       
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                | Total current liabilities  |                                            |              | 65,292  |           |           |        | 85,463    |          
|Long-term debt, excluding current portion                                          |                                |                            | 748,701                                    |              |         |           | 503,640   |       
|Deferred income taxes, net                                                         |                                |                            | 492,865                                    |              |         |           | 494,440   |       
|Program obligations                                                                |                                |                            | 9,605                                      |              |         |           | 8,381     |       
|Other liabilities                                                                  |                                |                            | 13,589                                     |              |         |           | 12,131    |       
|Holdings tax sharing obligations                                                   |                                |                            | 8,364                                      |              |         |           | 8,364     |       
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                |                            | Total liabilities                          |              |         | 1,338,416 |           |        |           | 1,112,419 | 
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|Stockholders equity:                                                              |                                |                            |                                            |              |         |           |           |       
|Common stock, $0.01 par value: 1,000 shares
    authorized, issued and outstanding |                                |                            |                                           |              |         |           |          |       
|Additional paid-in capital                                                         |                                |                            | 883,581                                    |              |         |           | 1,272,913 |       
|Accumulated deficit                                                                |                                |                            | (93,208                                    | )            |         |           | (92,302   | )     
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                | Total stockholders equity |                                            |              | 790,373 |           |           |        | 1,180,611 |          
|                                                                                   |                                |                            |                                            |              |         |           |           |       
|                                                                                   |                                |                            | Total liabilities and stockholders equity |              | $       | 2,128,789 |           |        | $         | 2,293,030 | 
|                                                                                   |                                |                            |                                            |              |         |           |           |       

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

--44--



---



##### Table of Contents



LIN TELEVISION CORPORATION

Condensed Consolidated Statements of
Operations


(Unaudited)


(In thousands)


|                                                                                                                             |                                                    |                          |        |        |        |   |         |        |        | 
|---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------ | ------ | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                                                                             |                                                    |                         
|                                                                                                                             |                                                    | Three Months Ended      
|                                                                                                                             |                                                    | March 31,               
|                                                                                                                             |                                                    |                         
|                                                                                                                             |                                                    | 2003                     |        | 2002  
|                                                                                                                             |                                                    |                          |        |       
|Net revenues                                                                                                                 |                                                    | $                        | 75,254 |        |        | $ | 62,523  |       
|Operating costs and expenses:                                                                                                |                                                    |                          |        |        |        |   |         |       
|                                                                                                                             | Direct operating                                   |                          |        | 24,730 |        |   |         | 19,957 |       
|                                                                                                                             | Selling, general and administrative                |                          |        | 21,413 |        |   |         | 15,864 |       
|                                                                                                                             | Amortization of program rights                     |                          |        | 5,274  |        |   |         | 4,682  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|                                                                                                                             |                                                    | Station operating income |        |        | 23,837 |   |         |        | 22,020 | 
|                                                                                                                            
|                                                                                                                             | Corporate                                          |                          |        | 3,920  |        |   |         | 2,128  |       
|                                                                                                                             | Depreciation and amortization of intangible assets |                          |        | 8,154  |        |   |         | 5,722  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Operating income                                                                                                             |                                                    |                          | 11,763 |        |        |   | 14,170  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Other (income) expense:                                                                                                      |                                                    |                          |        |        |        |   |         |       
|                                                                                                                             | Interest expense                                   |                          |        | 13,431 |        |   |         | 15,358 |       
|                                                                                                                             | Investment income                                  |                          |        | (380   | )      |   |         | (1,063 | )     
|                                                                                                                             | Share of (income) loss in equity investments       |                          |        | 289    |        |   |         | (1,415 | )     
|                                                                                                                             | Gain on derivative instruments                     |                          |        |       |        |   |         | (1,144 | )     
|                                                                                                                             | Other, net                                         |                          |        | 47     |        |   |         | (75    | )     
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Total other expense, net                                                                                                     |                                                    |                          | 13,387 |        |        |   | 11,661  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Gain (loss) before provision for (benefit from)
    income taxes and cumulative effect of change in accounting
    principal |                                                    |                          | (1,624 | )      |        |   | 2,509   |       
|                                                                                                                             | Provision for (benefit from) income taxes          |                          |        | (718   | )      |   |         | 1,019  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Gain (loss) before cumulative effect of change in
    accounting principal                                                   |                                                    |                          | (906   | )      |        |   | 1,490   |       
|Cumulative effect of change in accounting
    principle, net of tax benefit of $16,525                                       |                                                    |                          |       |        |        |   | 30,689  |       
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       
|Net loss                                                                                                                     |                                                    | $                        | (906   | )      |        | $ | (29,199 | )     
|                                                                                                                             |                                                    |                          |        |        |        |   |         |       

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

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LIN TELEVISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

(unaudited)


(In thousands)


|                                                                                           |  |                    |          |      |  |   |         |  
|------------------------------------------------------------------------------------------ |  | ------------------ | -------- | ---- |  | - | ------- | -
|                                                                                           |  |                   
|                                                                                           |  | Three Months Ended
|                                                                                           |  | March 31,         
|                                                                                           |  |                   
|                                                                                           |  | 2003               |          | 2002
|                                                                                           |  |                    |          |     
|Net cash used in operating activities                                                      |  | $                  | (3,580   | )    |  | $ | (3,733  | )
|INVESTING ACTIVITIES:                                                                      |  |                    |          |      |  |   |         |  
|Capital expenditures                                                                       |  |                    | (6,096   | )    |  |   | (5,202  | )
|Proceeds from disposals of property and equipment                                          |  |                    | 22       |      |  |   | 63      |  
|Investment in Banks Broadcasting,
    Inc.                                                 |  |                    |         |      |  |   | (1,100  | )
|Capital distributions from equity investments                                              |  |                    | 1,630    |      |  |   |        |  
|Payments for business combinations                                                         |  |                    |         |      |  |   | (5,869  | )
|Local marketing agreement expenditures                                                     |  |                    |         |      |  |   | (500    | )
|Proceeds from redemption of short-term investments                                         |  |                    | 23,691   |      |  |   |        |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net cash provided by (used in) investing
    activities                                    |  |                    | 19,247   |      |  |   | (12,608 | )
|                                                                                           |  |                    |          |      |  |   |         |  
|FINANCING ACTIVITIES:                                                                      |  |                    |          |      |  |   |         |  
|Net proceeds (payments) on exercises of employee
    stock options and phantom stock units |  |                    | 685      |      |  |   | (75     | )
|Proceeds from long-term debt                                                               |  |                    | 175,000  |      |  |   | 10,000  |  
|Proceeds from revolver debt                                                                |  |                    | 75,000   |      |  |   |        |  
|Distribution to parent company                                                             |  |                    | (390,018 | )    |  |   |        |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net cash (used in) provided by financing
    activities                                    |  |                    | (139,333 | )    |  |   | 9,925   |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Net decrease in cash and cash equivalents                                                  |  |                    | (123,666 | )    |  |   | (6,416  | )
|Cash and cash equivalents at the beginning of the
    period                               |  |                    | 143,860  |      |  |   | 17,236  |  
|                                                                                           |  |                    |          |      |  |   |         |  
|Cash and cash equivalents at the end of the
    period                                     |  | $                  | 20,194   |      |  | $ | 10,820  |  
|                                                                                           |  |                    |          |      |  |   |         |  

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

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LIN Television Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1  Basis of Presentation:

LIN Television Corporation (LIN Television) is a television station group operator in the United States
and Puerto Rico. LIN Television is a subsidiary of LIN Holdings Corp. (LIN Holdings). LIN TV Corp. is
the parent company of LIN Holdings and its subsidiaries.

All of LIN Televisions direct and indirect consolidated subsidiaries fully and unconditionally guarantee
LIN Televisions Senior Credit Facilities, Senior Notes and Senior Subordinated Notes on a joint and
several basis.

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations. These statements should
be read in conjunction with LIN Televisions annual report on Form 10-K for the fiscal year ended December
31, 2002.

In the opinion of management, the accompanying unaudited interim financial statements contain all
adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the financial
position, results of operations and cash flows of the Company for the periods presented. The interim
results of operations are not necessarily indicative of the results to be expected for the full year.

The Companys preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported periods. Estimates are
used when accounting for the collectibility of accounts receivable and valuing intangible assets, deferred
tax assets and net assets of businesses acquired. Actual results could differ from these estimates.
Certain prior period amounts have been reclassified to conform with the current period presentation.

The Company accounts for its stock-based employee compensation plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.
The Company did not incur stock-based employee compensation costs for the three months ended March 31,
2003 and 2002, respectively, as all options granted under those plans 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 SFAS Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee
compensation.

|                                                                                                                                                       |  |                 |        |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- | ------ | ---- |  | - | ------- | -
|                                                                                                                                                       |  |                
|                                                                                                                                                       |  | Three Months   
|                                                                                                                                                       |  | Ended March 31,
|                                                                                                                                                       |  |                
|                                                                                                                                                       |  | 2003            |        | 2002
|                                                                                                                                                       |  |                 |        |     
|Net loss, as reported                                                                                                                                  |  | $               | (906   | )    |  | $ | (29,199 | )
|Deduct: Total stock-based employee compensation
    expense determined under the fair value based method for all
    awards, net of related tax effect |  |                 | 778    |      |  |   | 223     |  
|                                                                                                                                                       |  |                 |        |      |  |   |         |  
|Pro forma net loss                                                                                                                                     |  | $               | (1,684 | )    |  | $ | (29,422 | )
|                                                                                                                                                       |  |                 |        |      |  |   |         |  

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used for option grants under the Companys stock option plans issued during the
three months

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ended March 31, 2003 and 2002,
respectively: volatility factors of 33% and 35%, risk-free
interest rates of 1.5%-3.25% and 3.4%-5.1%, weighted-average expected
life of 2-6 years, and no dividend yields.

The weighted average fair value of grants made under the Companys stock option plans during the three months
ended March 31, 2003 and 2002 are $6.65, and $6.73, respectively.

Note 2  Available for Sale Securities:

During the quarter ended March 31, 2003, the Company liquidated all of its available for sale securities
for proceeds of $23.7 million. The amortized cost and fair value of the Companys available-for-sale
securities by major security type and class of security at
December 31, 2002 was as follows (in thousands):

|                           |  |           |        |            |  |       |     |  |  |   |        | 
|-------------------------- |  | --------- | ------ | ---------- |  | ----- | --- |  |  | - | ------ | 
|                           |  |           |        | Accrued    |  |      
|                           |  | Amortized |        | Investment |  | Fair 
|                           |  | Cost      |        | Income     |  | Value
|                           |  |           |        |            |  |      
|Corporate debt securities  |  | $         | 7,627  |            |  | $     | 60  |  |  | $ | 7,687  | 
|Mortgage-backed securities |  |           | 15,851 |            |  |       | 136 |  |  |   | 15,987 | 
|                           |  |           |        |            |  |       |     |  |  |   |        | 
|                           |  | $         | 23,478 |            |  | $     | 196 |  |  | $ | 23,674 | 
|                           |  |           |        |            |  |       |     |  |  |   |        | 

Dividend and interest income, including amortization of the premium and discount arising at acquisition,
has been included in earnings

Note 3  Assets Held for Sale:

On December 13, 2002, the Company entered into an agreement with Mission Broadcasting, Inc. (Mission) in
which the Company agreed to sell the assets of the television stations of KRCB-TV in Abilene, Texas and KACB-TV
in San Angelo, Texas, for $10.0 million in cash plus working capital. Accordingly, the Company has classified
the assets and liabilities associated with these stations as held for sale on its balance sheet as of March 31,
2003 and December 31, 2002. In December 2002, the Company received a deposit of $1.5 million from Mission,
which the Company recorded in other current liabilities. The operating results of these stations have been
recorded as discontinued operations for the three months ended March 31, 2003.

Concurrent with entering into the agreement to sell the stations, the Company entered into a local marketing
agreement (LMA) with Mission, pursuant to which Mission began operating KRCB-TV and KACB-TV beginning January
1, 2003. Under the terms of the LMA, the Company transferred all economic benefit derived from the stations to
Mission for the period from January 1, 2003 until such time as the transaction is either consummated or
terminated. Accordingly, at March 31, 2003, the Company has recorded a liability equal to the net operating
results of the stations for the period from January 1, 2003 to March 31, 2003, offsetting the results of
discontinued operations in the Companys statement of operations. This liability is included in liabilities
held for sale at March 31, 2003.

The carrying amounts of the assets and liabilities of the television stations are as follows (in thousands):

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|                            |                           |           |       |              |  |   |       |        | 
|--------------------------- | ------------------------- | --------- | ----- | ------------ |  | - | ----- | ------ | 
|                            |                           | March 31, |       | December 31,
|                            |                           | 2003      |       | 2002        
|                            |                           |           |       |             
|Accounts receivable         |                           | $         | 739   |              |  | $ | 739   |       
|Program rights              |                           |           | (29   | )            |  |   | (29   | )     
|Other current assets        |                           |           | 8     |              |  |   | 8     |       
|Property and equipment, net |                           |           | 3,694 |              |  |   | 3,694 |       
|Intangible assets, net      |                           |           | 6,194 |              |  |   | 6,194 |       
|                            |                           |           |       |              |  |   |       |       
|                            | Assets held for sale      |           | $     | 10,606       |  |   | $     | 10,606 | 
|                            |                           |           |       |              |  |   |       |       
|Current liabilities:        |                           |           |       |              |  |   |       |       
|Accounts payable            |                           | $         | 57    |              |  | $ | 56    |       
|Program payable             |                           |           | 83    |              |  |   | 83    |       
|                            |                           |           |       |              |  |   |       |       
|                            | Liabilities held for sale |           | $     | 140          |  |   | $     | 139    | 
|                            |                           |           |       |              |  |   |       |       

Note 4  Equity Investments:

The Company has investments in a number of ventures with third parties, through which it has an interest in
television stations in locations throughout the United States of America. The following presents the Companys
basis in these ventures (in thousands):

|                         |  |                |        |                   |  |   |        | 
|------------------------ |  | -------------- | ------ | ----------------- |  | - | ------ | 
|                         |  | March 31, 2003 |        | December 31, 2002
|                         |  |                |        |                  
|NBC joint venture        |  | $              | 56,982 |                   |  | $ | 58,411 | 
|WAND (TV) Partnership    |  |                | 13,099 |                   |  |   | 13,141 | 
|Banks Broadcasting, Inc. |  |                | 12,367 |                   |  |   | 12,816 | 
|                         |  |                |        |                   |  |   |        | 
|                         |  | $              | 82,448 |                   |  | $ | 84,368 | 
|                         |  |                |        |                   |  |   |        | 

Joint Venture with NBC:The Company owns a 20.38% interest in a joint venture with NBC and accounts for its
interest using the equity method, as the Company does not have a controlling interest. The Company received
distributions of $1.6 million from the joint venture in the three months ended March 31, 2003. The Company
received no cash distributions from the joint venture in the three-months ended March 31, 2002. The
following presents the summarized financial information of the joint venture (in thousands):

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|                        |  |                    |         |              |  |   |         | 
|----------------------- |  | ------------------ | ------- | ------------ |  | - | ------- | 
|                        |  |                   
|                        |  | Three Months Ended
|                        |  | March 31,         
|                        |  |                   
|                        |  | 2003               |         | 2002        
|                        |  |                    |         |             
|Net revenues            |  | $                  | 32,921  |              |  | $ | 40,242  | 
|Operating income        |  |                    | 16,664  |              |  |   | 23,676  | 
|Net income              |  |                    | 987     |              |  |   | 7,480   | 
|                        |  |                   
|                        |  | March 31,          |         | December 31,
|                        |  | 2003               |         | 2002        
|                        |  |                    |         |             
|Current assets          |  | $                  | 20,118  |              |  | $ | 24,111  | 
|Non-current assets      |  |                    | 232,938 |              |  |   | 236,140 | 
|Current liabilities     |  |                    | 362     |              |  |   | 544     | 
|Non-current liabilities |  |                    | 815,500 |              |  |   | 815,500 | 

WAND (TV) Partnership:The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with
Block Communications. The Company accounts for its interest using the equity method, as the Company does
not have a controlling interest. The Company has also entered into a management services agreement with
WAND (TV) Partnership to provide specified management, engineering and related services for a fixed fee.
Included in this agreement is a cash management arrangement under which the Company incurs expenditures on
behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV)
Partnership under this arrangement were approximately $535,000 and $187,000 as of March 31, 2003 and
December 31, 2002, respectively. The following presents the summarized financial information of the WAND
(TV) Partnership (in thousands):

|                        |  |                 |        |              |  |   |        | 
|----------------------- |  | --------------- | ------ | ------------ |  | - | ------ | 
|                        |  |                
|                        |  | Three Months   
|                        |  | Ended March 31,
|                        |  |                
|                        |  | 2003            |        | 2002        
|                        |  |                 |        |             
|Net revenues            |  | $               | 1,489  |              |  | $ | 1,813  | 
|Operating income (loss) |  |                 | (126   | )            |  |   | 165    | 
|Net income (loss)       |  |                 | (126   | )            |  |   | 169    | 
|                        |  |                
|                        |  | March 31,       |        | December 31,
|                        |  | 2003            |        | 2002        
|                        |  |                 |        |             
|Current assets          |  | $               | 2,440  |              |  | $ | 2,137  | 
|Non-current assets      |  |                 | 33,979 |              |  |   | 34,063 | 
|Current liabilities     |  |                 | 1,095  |              |  |   | 751    | 

Banks Broadcasting, Inc:The Company owns preferred stock that represents a 50% non-voting interest in
Banks Broadcasting, Inc. The Company is able to exercise significant, but not controlling, influence over
the activities of Banks Broadcasting, Inc. through representation on the Board of Directors and, therefore,
accounts for its investment using the equity method. The Company has also entered into a management
services agreement with Banks Broadcasting, Inc. to provide specified management, engineering and related
services for a fixed fee. Included in this agreement is a cash management arrangement under which the
Company incurs expenditures on behalf of Banks Broadcasting, Inc. and is periodically reimbursed. Amounts
due to the Company from Banks Broadcasting, Inc. under this arrangement were approximately $841,000 and
$82,000 as of March 31, 2003 and December 31, 2002, respectively. The following presents the summarized
financial information of Banks Broadcasting, Inc. (in thousands):

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|                           |  |                 |        |              |  |   |        |  
|-------------------------- |  | --------------- | ------ | ------------ |  | - | ------ | -
|                           |  |                
|                           |  | Three Months   
|                           |  | Ended March 31,
|                           |  |                
|                           |  | 2003            |        | 2002        
|                           |  |                 |        |             
|Net revenues               |  | $               | 1,283  |              |  | $ | 1,129  |  
|Operating income           |  |                 | (535   | )            |  |   | (498   | )
|Net loss                   |  |                 | (678   | )            |  |   | (331   | )
|                           |  |                
|                           |  | March 31,       |        | December 31,
|                           |  | 2003            |        | 2002        
|                           |  |                 |        |             
|Current assets             |  | $               | 2,770  |              |  | $ | 2,588  |  
|Non-current assets         |  |                 | 27,320 |              |  |   | 27,499 |  
|Current liabilities        |  |                 | 1,876  |              |  |   | 1,302  |  
|Non-current liabilities    |  |                 | 1,603  |              |  |   | 1,496  |  
|Redeemable preferred stock |  |                 | 335    |              |  |   | 335    |  

Note 5  Intangible Assets:

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

|                               |  |                |           |                   |  |   |           |  
|------------------------------ |  | -------------- | --------- | ----------------- |  | - | --------- | -
|                               |  | March 31, 2003 |           | December 31, 2002
|                               |  |                |           |                  
|Amortized Intangible Assets:   |  |                |           |                   |  |   |           |  
|LMA purchase options           |  | $              | 1,412     |                   |  | $ | 1,412     |  
|Network affiliations           |  |                | 377       |                   |  |   | 377       |  
|Income leases                  |  |                | 393       |                   |  |   | 393       |  
|Accumulated amortization       |  |                | (977      | )                 |  |   | (702      | )
|                               |  |                |           |                   |  |   |           |  
|                               |  | $              | 1,205     |                   |  | $ | 1,480     |  
|                               |  |                |           |                   |  |   |           |  
|Unamortized Intangible Assets: |  |                |           |                   |  |   |           |  
|Broadcast licenses             |  | $              | 1,106,553 |                   |  | $ | 1,106,553 |  
|Goodwill                       |  |                | 586,592   |                   |  |   | 586,592   |  
|                               |  |                |           |                   |  |   |           |  
|                               |  |                | 1,693,145 |                   |  |   | 1,693,145 |  
|                               |  |                |           |                   |  |   |           |  
|                               |  |                |           |                   |  |   |           |  
|Total intangible assets        |  | $              | 1,694,350 |                   |  | $ | 1,694,625 |  
|                               |  |                |           |                   |  |   |           |  

Amortization expense was approximately $275,000 for the three months ended March 31, 2003. There was no
amortization expense for the three months ended March 31, 2002. There was approximately $228,000 of
amortization expense recorded on the local marketing agreement (LMA) purchase option for the three months
ended March 31, 2003. The Company expects that its remaining LMA
purchase option will be fully amortized in 2007. The Company recorded approximately
$47,000 of amortization expense on network affiliation agreements and income leases for the three months
ended March 31, 2003. The network affiliation agreements will be fully amortized by their expiration dates,
which range from August 29, 2004 to December 31, 2010, and the income leases

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will be fully amortized by
November 2006.

As
required by Statement of Financial Accounting Standards (SFAS
No. 142), Goodwill and Other Intangible
Assets, the Company
completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002. As a result
of this test, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the
first quarter of 2002 to reflect the write-down of certain broadcast
licenses to their fair value. There was no impairment to the goodwill
and broadcast licenses as of March 31, 2003 and
December 31, 2002.

Note 6 Debt:

Debt consisted of the following (in thousands):

|                                                                                                                                           |  |                |         |                   |  |   |         | 
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------- | ----------------- |  | - | ------- | 
|                                                                                                                                           |  | March 31, 2003 |         | December 31, 2001
|                                                                                                                                           |  |                |         |                  
|Senior Credit Facilities                                                                                                                   |  | $              | 250,000 |                   |  | $ |        | 
|$210,000, 8% Senior Notes due 2008
    (net of discount of $5,703 and $5,996 at March 31, 2003 and
    December 31, 2001)                  |  |                | 204,297 |                   |  |   | 204,004 | 
|$300,000, 8 3/8% Senior Subordinated Notes
    due 2008
    (net of discount of $346 and $364 at March 31, 2003 and
    December 31, 2001) |  |                | 299,654 |                   |  |   | 299,636 | 
|                                                                                                                                           |  |                |         |                   |  |   |         | 
|Total debt                                                                                                                                 |  |                | 753,951 |                   |  |   | 503,640 | 
|Less current portion                                                                                                                       |  |                | 5,250   |                   |  |   |        | 
|                                                                                                                                           |  |                |         |                   |  |   |         | 
|Total long-term debt                                                                                                                       |  | $              | 748,701 |                   |  | $ | 503,640 | 
|                                                                                                                                           |  |                |         |                   |  |   |         | 

On
February 7, 2003, the Company obtained a new $175.0 million
term loan as part of an amendment to its existing credit facility. In March 2003, the Company used
the proceeds from the new loan, a drawdown of $75.0 million from its existing revolving credit facility
and cash on hand to retire the debt of the Companys LIN Holdings Corp. subsidiary (LIN Holdings),
consisting of $276.0 million aggregate principal amount of 10% Senior Discount Notes due 2008 and $100.0
million aggregate principal amount of 10% Senior Discount Add-On Notes due 2008.

The
repayment of the term loan begins September 30, 2003 with 1% of
the principal amount repaid each quarter until final maturity on
December 31, 2007. The revolving credit facility is available until the scheduled termination date of March 31,
2005. Borrowings under the Senior Facilities bear interest at a rate based, at option, on an adjusted LIBOR
rate, plus an applicable margin range of 2.00% to 2.25% for the term loan and 1.50% to 2.75% for the revolving
credit facility depending on whether the Company has met certain ratios specified in the senior credit agreement. The
Company is required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon the Companys
leverage ratio for that particular quarter, on the unused portion of the senior credit facilities, in addition
to annual agency and other administration fees.

Note 7  Related Party Transactions:

Financial Advisory
Agreement.The Company is party to an agreement with
Hicks, Muse & Co. Partners, L.P.C. Hicks Muse Partners, pursuant to which
the Company reimburses Hicks Muse Partners, an affiliate of a Hicks Muse, for certain reimbursable
expenses

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incurred by it in connection with rendering services relating to acquisitions, sales, mergers,
exchange offers, recapitalization, restructuring or similar transactions allocable to the Company. The
Company incurred fees under this arrangement of $15,000 and $22,000 for the three months ended March 31, 2003
and 2002, respectively.

Monitoring and Oversight
Agreement. The Company was party to an agreement with Hicks
Muse Partners, an affiliate of the Companys ultimate parent, pursuant to which the Company
agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for oversight and monitoring services.
Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with
rendering services allocable to the Company. The annual fee was approximately $313,000 for the period ended
March 31, 2002. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 in
exchange for an aggregate fee of $16.0 million consisting of an amount payable in cash of $6.2 million, $7.1
million in a promissory note and vested warrants to purchase 123,466 shares of the Companys class B common
stock at a price of $0.01 valued at $2.7 million.

Note 8  Contingencies:

GECC Note.GECC provided debt financing in connection with the formation of the joint venture with NBC in the
form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0%
per annum. During the last five years, the joint venture has produced
cash flows to support the interest payments and to maintain minimum
levels of required working capital reserves. In addition, the joint
venture has made cash distributions to the Company and to NBC from
the excess cash generated by the joint venture of approximately
$19.3 million on average each year during the past three years. The
Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the
joint venture. The GECC note is not an obligation of the Company, but is recourse to the joint venture, the
Companys equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were
unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the
joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC
note. If this happened, the Company could experience material adverse consequences, including:



| |  |  | GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy
outstanding amounts under the GECC note;                                                 
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note, it could
cause an acceleration of the Companys senior credit facilities and senior notes; and
|
| |  |  | if the GECC note is prepaid because of an acceleration on default or otherwise, or if the note is
repaid at maturity, the Company may incur a substantial tax liability.                   

The joint venture is approximately 80% owned by NBC, and NBC controls the operations of the stations through a
management contract. Therefore, the operation and profitability of those stations and the likelihood of a
default under the GECC note are primarily within NBCs control.

Note 9  Recently Issued Accounting Pronouncements

On April 30, the FASB issued FASB
Statement No. 149 (SFAS No. 149), Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative
instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities
that fall within the scope of FASB Statement No. 133 (SFAS
No. 133), Accounting for Derivative Instruments and
Hedging Activities.

SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives
that warrant separate accounting.

SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions,
and (2) for hedging relationships designated after June 30. The guidance is to be applied prospectively. The
Company does not believe that SFAS No. 149 will have a significant impact on reported financial position or
results of operations.

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