##### Table of Contents



---

---

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 1934
|For the quarterly period ended September 30, 2002                                            
|                                                                                             
|                                                                                             
|                                                                                             
|Commission file number: 001-31311                                                            
|                                                                                             
|LIN TV Corp.
(Exact name of registrant as
 specified in its charter)                         

|Delaware(State or other jurisdiction of
incorporation or organization)05-0501252(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Commission file number: 333-54003-06                                                                                
|                                                                                                                    
|LIN Holdings Corp.(Exact name
 of registrant as specified in its charter)                                           
|                                                                                                                    
|Delaware(State or other jurisdiction of
incorporation or organization)75-2733097(I.R.S. Employer
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. Yesþ
Noo



---



##### Table of Contents



This
 combined Form 10-Q is separately
 filed by (i) LIN TV Corp.; (ii) LIN Holdings Corp. and (iii) LIN Television Corporation.
 LIN Holdings Corp. and LIN Television Corporation meet the conditions set forth in general instruction
 H(1) (a) and (b) of Form 10-Q and are, 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 November 14, 2002: 26,221,948 shares.LIN TV Corp. Class B common
 stock, $0.01 par value, issued and outstanding at November 14, 2002: 23,704,339 shares.LIN
 TV Corp. Class C common stock, $0.01 par value, issued and outstanding
 at November 14, 2002: 2 shares.LIN Holdings Corp. common stock, $0.01 par value,
 issued and outstanding at November 14, 2002: 1,000 shares.LIN Television Corporation common
 stock, $0.01 par value, issued and outstanding at November 14, 2002: 1,000 shares.

---

---



---

TABLE OF CONTENTS



|                                                   |                                                                                    |                                                      |  |  |  |  |  | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                                   | Item 1. Financial Statements                                                      
|                                                   |                                                                                    | Condensed Consolidated Balance Sheets               
|                                                   |                                                                                    | Condensed Consolidated Statements of Operations     
|                                                   |                                                                                    | 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
|                                                   | 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-10.1 Severance Comp. Agrmnt. Gary R. Chapman   
|EX-10.2 Severance Comp. Agrmnt. Paul Karpowicz    
|EX-10.3 Severance Comp Agrmnt. Gregory M. Schmidt 
|EX-10.4 Severance Comp. Agrmnt. Deborah Jacobson  
|EX-10.5 Severance Comp. Agrmnt. Peter E. Maloney  
|EX-10.6 Severance Comp. Agrmnt. C. Robert Ogren Jr
|EX-99.1 LIN TV Corp. Section 906 Certification    
|EX-99.2 LIN Holdings Corp. Sect. 906 Certification
|EX-99.3 LIN Television Corporation 906 Cert.      



---



##### Table of Contents



Table of Contents

|                                                                                                  |                                                                                                       |      |    |   | 
|------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                                                                                                  |                                                                                                       | Page
|                                                                                                  |                                                                                                       |     
|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 Holdings Corp. and LIN Television Corporation. |      |    |   | 
|                                                                                                 
|Item 2. Managements Discussion and Analysis
    of Financial Condition and Results of Operations |                                                                                                       |      | 17 |  
|Item 3. Quantitative and Qualitative Disclosures
    about Market Risk                            |                                                                                                       |      | 36 |  
|Item 4. Controls and Procedures                                                                   |                                                                                                       |      | 36 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Part II. Other Information                                                                        |                                                                                                       |      |    |  
|Item 1. Legal Proceedings                                                                         |                                                                                                       |      | 37 |  
|Item 2. Changes in Securities and Use of Proceeds                                                 |                                                                                                       |      | 37 |  
|Item 6. Exhibits and Reports on Form 8-K                                                          |                                                                                                       |      | 39 |  
|Signature Page                                                                                    |                                                                                                       |      | 40 |  
|Certifications                                                                                    |                                                                                                       |      | 41 |  

 1 



---



##### Table of Contents






Item 1.  Financial Statements




LIN TV CORP.Condensed Consolidated Balance
 Sheets(In thousands, except share data)



|                                                                                                                                                                                                                                                      | September 30,2002 |             | December 31,2001
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ----------- | ----------------
|                                                                                                                                                                                                                                                      |                   |             |                 
|                                                                                                                                                                                                                                                      |                   | (unaudited) |                 
|ASSETS                                                                                                                                                                                                                                                |                   |             |                 
|Current assets:                                                                                                                                                                                                                                       |                   |             |                 
|Cash and cash equivalents                                                                                                                                                                                                                             | $                 | 121,982     |                 
|Investments                                                                                                                                                                                                                                           |                   | 61,418      |                 
|Accounts receivable, less
allowance for doubtful accounts (2002 - $2,970; 2001 - $1,802)                                                                                                                                                              |                   | 63,349      |                 
|Program rights                                                                                                                                                                                                                                        |                   | 20,820      |                 
|Other current assets                                                                                                                                                                                                                                  |                   | 2,419       |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|Total current assets                                                                                                                                                                                                                                  |                   | 269,988     |                 
|Property and equipment, net                                                                                                                                                                                                                           |                   | 207,072     |                 
|Deferred financing costs                                                                                                                                                                                                                              |                   | 28,271      |                 
|Equity investments                                                                                                                                                                                                                                    |                   | 86,884      |                 
|Investment in Southwest Sports Group, at cost plus accrued interest                                                                                                                                                                                   |                   |            |                 
|Program rights                                                                                                                                                                                                                                        |                   | 1,635       |                 
|Intangible assets, net                                                                                                                                                                                                                                |                   | 1,726,165   |                 
|Other assets                                                                                                                                                                                                                                          |                   | 9,375       |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|Total Assets                                                                                                                                                                                                                                          | $                 | 2,329,390   |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                  |                   |             |                 
|Current liabilities:                                                                                                                                                                                                                                  |                   |             |                 
|Current portion of long-term debt                                                                                                                                                                                                                     | $                 | 125,000     |                 
|Accounts payable                                                                                                                                                                                                                                      |                   | 5,311       |                 
|Accrued income taxes                                                                                                                                                                                                                                  |                   | 6,116       |                 
|Accrued interest expense                                                                                                                                                                                                                              |                   | 6,534       |                 
|Accrued sales volume discount                                                                                                                                                                                                                         |                   | 3,787       |                 
|Other accrued expenses                                                                                                                                                                                                                                |                   | 17,704      |                 
|Program obligations                                                                                                                                                                                                                                   |                   | 22,304      |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|Total current liabilities                                                                                                                                                                                                                             |                   | 186,756     |                 
|Long-term debt, excluding current portion                                                                                                                                                                                                             |                   | 777,004     |                 
|Deferred income taxes                                                                                                                                                                                                                                 |                   | 508,345     |                 
|Program obligations                                                                                                                                                                                                                                   |                   | 6,145       |                 
|Other liabilities                                                                                                                                                                                                                                     |                   | 4,612       |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|Total liabilities                                                                                                                                                                                                                                     |                   | 1,482,862   |                 
|                                                                                                                                                                                                                                                      |                   |             |                 
|Stockholders equity:                                                                                                                                                                                                                                 |                   |             |                 
|Class A common stock, $0.01 par value, 100,000,000 shares
 authorized, 26,221,948 shares at September 30, 2002 and 6,494,276 shares at December 31, 2001 issued and outstanding                                                                       |                   | 262         |                 
|Class B common stock, $0.01 par value, 50,000,000 shares authorized,
 23,704,339 shares at September 30, 2002 and 19,193,882 shares at December 31, 2001 issued and
 outstanding; convertible into an equal number of Class A or Class C common stock |                   | 237         |                 
|Class C common stock, $0.01 par value, 50,000,000 shares authorized,
 2 shares at September 30, 2002 and December 31, 2001 issued and outstanding; convertible into an equal
 number of Class A common stock                                          |                   |            |                 
|Treasury Stock, at cost, 70,462 shares at September 30, 2002                                                                                                                                                                                          |                   | (1          | )               
|Additional paid-in capital                                                                                                                                                                                                                            |                   | 1,063,148   |                 
|Accumulated deficit                                                                                                                                                                                                                                   |                   | (217,118    | )               
|                                                                                                                                                                                                                                                      |                   |             |                 
|Total stockholders equity                                                                                                                                                                                                                            |                   | 846,528     |                 
|Total liabilities and stockholders equity                                                                                                                                                                                                            | $                 | 2,329,390   |                 
|                                                                                                                                                                                                                                                      |                   |             |                 

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

 2 



---



##### Table of Contents






LIN TV CORP.CONDENSED CONSOLIDATED
 STATEMENTS OF OPERATIONS(unaudited)(In thousands)



|                                                                                                                                                                       | Three
Months Ended September 30, |        | Nine
Months Ended September 30,
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------ | -------------------------------
|                                                                                                                                                                       |                                  |        |                                
|                                                                                                                                                                       | 2002                             |        | 2001                           
|                                                                                                                                                                       |                                  |        |                                
|Net revenues                                                                                                                                                           | $                                | 92,927 |                                
|Operating costs and expenses:                                                                                                                                          |                                  |        |                                
|Direct operating                                                                                                                                                       |                                  | 26,563 |                                
|Selling, general and administrative                                                                                                                                    |                                  | 20,972 |                                
|Corporate                                                                                                                                                              |                                  | 2,978  |                                
|Amortization of program rights                                                                                                                                         |                                  | 5,604  |                                
|Depreciation and amortization of intangible assets                                                                                                                     |                                  | 7,812  |                                
|Restructuring charge                                                                                                                                                   |                                  | 931    |                                
|                                                                                                                                                                       |                                  |        |                                
|Total operating costs and expenses                                                                                                                                     |                                  | 64,860 |                                
|                                                                                                                                                                       |                                  |        |                                
|Operating income                                                                                                                                                       |                                  | 28,067 |                                
|Other (income) expense:                                                                                                                                                |                                  |        |                                
|Interest expense                                                                                                                                                       |                                  | 24,619 |                                
|Investment income                                                                                                                                                      |                                  | (874   | )                              
|Share of (income) loss in equity investments                                                                                                                           |                                  | (155   | )                              
|(Gain) loss on derivative instruments                                                                                                                                  |                                  | (2,854 | )                              
|Gain on redemption of investment in Southwest Sports Group                                                                                                             |                                  |       |                                
|Fee on termination of Hicks Muse agreements                                                                                                                            |                                  |       |                                
|Loss on impairment of investment                                                                                                                                       |                                  |       |                                
|Other, net                                                                                                                                                             |                                  | (12    | )                              
|                                                                                                                                                                       |                                  |        |                                
|Total other expense, net                                                                                                                                               |                                  | 20,724 |                                
|                                                                                                                                                                       |                                  |        |                                
|Income (loss) from continuing operations before provision for
 (benefit from) income taxes, extraordinary item and cumulative effect of change in accounting principle |                                  | 7,343  |                                
|Provision for (benefit from) income taxes                                                                                                                              |                                  | 2,260  |                                
|                                                                                                                                                                       |                                  |        |                                
|Income (loss) from continuing operations before extraordinary
 item and cumulative effect of change in accounting principle                                            |                                  | 5,083  |                                
|Discontinued operations:                                                                                                                                               |                                  |        |                                
|Loss (income) from discontinued operations, net
 of tax benefit of $81 and tax provision of $67 for the three and nine months
 ended September 30, 2002, respectively. |                                  | 151    |                                
|Gain from sale of discontinued operations, net of tax provision
 of $425                                                                                               |                                  | (982   | )                              
|Extraordinary item - loss on early extinguishment of debt, net
 of tax benefit (2002: $860; 2001: $2,400)                                                              |                                  |       |                                
|Cumulative effect of change in accounting principle, net of
 tax benefit of $16,525                                                                                    |                                  |       |                                
|                                                                                                                                                                       |                                  |        |                                
|Net income (loss)                                                                                                                                                      | $                                | 5,914  |                                
|                                                                                                                                                                       |                                  |        |                                
|Basic income (loss) per common share:                                                                                                                                  |                                  |        |                                
|Income (loss) from continuing operations before extraordinary item
 and cumulative effect of change in accounting principle                                            | $                                | 0.10   |                                
|Income from discontinued operations, net of tax                                                                                                                        |                                  | 0.02   |                                
|Extraordinary item, net of tax                                                                                                                                         |                                  |       |                                
|Cumulative effect of change in accounting principle, net of tax                                                                                                        |                                  |       |                                
|Net income (loss)                                                                                                                                                      |                                  | 0.12   |                                
|Weighted - average number of common shares outstanding used in
 calculating basic income (loss) per common share                                                       |                                  | 49,847 |                                
|                                                                                                                                                                      
|Diluted income (loss) per common share:                                                                                                                                |                                  |        |                                
|Income (loss) from continuing operations before extraordinary item
 and cumulative effect of change in accounting principle                                            | $                                | 0.10   |                                
|Income from discontinued operations, net of tax                                                                                                                        |                                  | 0.02   |                                
|Extraordinary item, net of tax                                                                                                                                         |                                  |       |                                
|Cumulative effect of change in accounting principle, net of tax                                                                                                        |                                  |       |                                
|Net income (loss)                                                                                                                                                      |                                  | 0.12   |                                
|Weighted - average number of common shares outstanding used in
 calculating diluted income (loss) per common share                                                     |                                  | 50,463 |                                

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

 3 



---



##### Table of Contents






LIN TV
CORP.CONDENSED CONSOLIDATED STATEMENTS OF
 CASH FLOWS(Unaudited)(In thousands)



|                                                                           | Nine Months Ended September 30,
|-------------------------------------------------------------------------- | -------------------------------
|                                                                           |                                
|                                                                           | 2002                           
|                                                                           |                                
|Net cash provided by operating activities                                  | $                              
|INVESTING ACTIVITIES:                                                      |                                
|Capital expenditures                                                       |                                
|Proceeds from disposals of property and equipment                          |                                
|Proceeds from sale of broadcast license                                    |                                
|Sale of North Dakota stations                                              |                                
|Net purchase of short-term investments                                     |                                
|Investment in Banks Broadcasting, Inc.                                     |                                
|Cash and cash equivalents acquired through merger with Sunrise
 Television |                                
|Capital distributions from equity investments                              |                                
|Payments for business combinations                                         |                                
|Local marketing agreement expenditures                                     |                                
|Proceeds from redemption of SSG preferred units                            |                                
|                                                                           |                                
|Net cash provided by (used in) investing activities                        |                                
|                                                                           |                                
|FINANCING ACTIVITIES:                                                      |                                
|Proceeds from long-term debt                                               |                                
|Proceeds from stock option exercises                                       |                                
|Redemption of Sunrise Television preferred stock                           |                                
|Net proceeds from initial public offering of common stock                  |                                
|Net (payments) proceeds from (on) revolver debt                            |                                
|Principal payments on short-term debt                                      |                                
|Principal payments on long-term debt                                       |                                
|Financing costs incurred on issuance of long-term debt                     |                                
|                                                                           |                                
|Net cash provided by financing activities                                  |                                
|                                                                           |                                
|Net increase in cash and cash equivalents                                  |                                
|Cash and cash equivalents at the beginning of the period                   |                                
|                                                                           |                                
|Cash and cash equivalents at
the end of the period                         | $                              
|                                                                           |                                

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

 4 



---



##### Table of Contents






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

Note 1  Basis
 of Presentation:

LIN
 TV Corp., together with its subsidiaries, including LIN Holdings Corp. (LIN
 Holdings) and 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, 2001 in its
 registration statement on Form S-1, as amended, which include 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 collectability 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.

On
 May 1, 2002, the Companys Board of Directors passed a resolution to create
 three classes of common stock, classes A, B and C, and to reclassify existing common
 stock. All references in the condensed consolidated financial statements to shares
 of common stock have been retroactively adjusted to reflect this equity
 restructuring. Class A and class C common stock have voting rights, with each share
 of Class A common stock having one vote per share and the Class C common stock
 possessing 70% of the combined voting power of LIN TV Corp. Class B common stock has
 no voting rights. However, without the consent of a majority of the class B shares,
 the Company may not enter into certain corporate transactions. Affiliates of Hicks
 Muse hold all of the non-voting class B shares. The class B common stock is
 convertible into class A or class C common stock and class C shares are convertible
 into class A under certain conditions.

Note 2  Initial
 Public Offering:

Initial
 Public Offering: On May 2, 2002, the Company completed its initial
 public offering

 5 



---



##### Table of Contents



(IPO), in
 which it issued 19,550,000 shares of common stock at a price of $22.00 per share.
 Proceeds to the Company totaled approximately $399.9 million, net of commissions,
 discounts and other offering costs of approximately $30.2 million. The net proceeds
 from the IPO were immediately contributed to the Companys subsidiary, LIN
 Television, through a capital contribution.

The
 Company used a portion of the IPO proceeds together with proceeds from the
 redemption of Southwest Sports Group preferred units to repay debt
and accrued interest of $325.0 million. This included the repayment to the lenders of the Companys senior
 credit facilities of $192.3 million. In addition, the Company used a portion of the
 IPO proceeds to repay the debt and accrued interest and premiums of Sunrise Television Corp (Sunrise)
 which was recorded at fair value of $166.0 million. A portion of the Sunrise
 debt, in the amount of a $33.3 million note held by affiliates of Hicks Muse, was
 exchanged for shares of the Companys class B common stock. The Company repaid
 the balance of $132.7 million of the remaining Sunrise debt and accrued interest and premiums. In addition, the
 Company exchanged $54.4 million shares of Sunrise preferred stock held by affiliates
 of Hicks Muse for shares of the Companys class B common stock and made a cash
 payment of $10.8 million to redeem the balance of Sunrise preferred stock held
 by another investor. The Company also used the proceeds to pay discounts,
 commissions and other expenses, including $6.2 million paid on
May 2, 2002 and $7.3 million paid on August 23, 2002 to affiliates of Hicks Muse, and for general
 corporate purposes.

Note 3  Business
 Combinations and Disposals:

UHF
 television channel licenses: In August and September 2002, the Federal
 Communication Commission (FCC) auctioned licenses for channels in the
 700 MHz UHF television band which are currently licensed in most parts of the
 country for analog television channels 54, 55, and 59, but which will be vacated by
 the current licensees upon the transition to digital television service. Subject to
 final FCC approvals, which the Company expects will be forthcoming in the
fourth quarter of 2002, the Company
 submitted winning bids totaling $4.3 million and will obtain 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. It is unclear precisely when this spectrum will be fully
available. The Company recorded $3.4 million in other long-term
assets for a payment made to the FCC for the
right to participate in the auction.

Sunrise
 Acquisition: On May 2, 2002, concurrent with the consummation of the
 Companys IPO, the Company acquired all of the common stock of Sunrise. The Sunrise acquisition added seven stations
 to the Companys operations, six of which are now owned and operated by the
 Company and one station that is operated by the Company under a
local marketing agreement. The Company issued common stock and options with a value of approximately $10.3 million
 in exchange for all of Sunrises common stock and options. The Company has
 accounted for this transaction under the purchase method of accounting.

In
 conjunction with the acquisition of Sunrise, the Company sold to Smith Television
 of North Dakota, Inc. (Smith Television) the broadcast licenses of
 Sunrises North Dakota television stations for $1.0 million with the Company
 retaining the other operating assets and the cash flow provided by the North Dakota
 television stations until August 23, 2002, when the Company sold these remaining assets and
 associated cash flows to Smith Television for $35.0 million.

 6 



---



##### Table of Contents



On
 May 8, 2002, the Company contributed its investment in Sunrise to LIN Television
 through a capital contribution.

Sunrise was included in the
 Companys results of operations beginning May 2, 2002, the date of acquisition.
 The following table sets forth pro forma information as if the Sunrise
 acquisition had occurred on January 1, 2001:



|                                                                                                                                                     | Three Months Ended
 September 30, |        | Nine Months Ended
 September 30,
|---------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ------ | --------------------------------
|                                                                                                                                                     |                                   |        |                                 
|                                                                                                                                                     | 2002                              |        | 2001                            
|                                                                                                                                                     |                                   |        |                                 
|Net revenues                                                                                                                                         | $                                 | 92,927 |                                 
|Operating income                                                                                                                                     |                                   | 28,067 |                                 
|Income (loss) from continuing operations before discontinued
 operations, extraordinary item and cumulative effect of change in accounting principle |                                   | 5,083  |                                 
|Discontinued operations:                                                                                                                             |                                   |        |                                 
|Loss (income) from discontinued operations, net of tax                                                                                               |                                   | 151    |                                 
|Gain from sale of discontinued operations, net of tax                                                                                                |                                   | (982   | )                               
|Extraordinary item - loss on early extinguishment of debt, net of tax                                                                                |                                   |       |                                 
|Cumulative effect of change in accounting principle, net of tax                                                                                      |                                   |       |                                 
|Net income (loss)                                                                                                                                    |                                   | 5,914  |                                 
|                                                                                                                                                    
|Basic income (loss) per common share:                                                                                                                |                                   |        |                                 
|Income (loss) from continuing operations before discontinued
 operations, extraordinary item and cumulative effect of change in accounting principle | $                                 | 0.10   |                                 
|Income (loss) from discontinued operations, net of tax                                                                                               |                                   | 0.02   |                                 
|Extraordinary item, net of tax                                                                                                                       |                                   |       |                                 
|Cumulative effect of change in accounting principle, net of tax                                                                                      |                                   |       |                                 
|Net income (loss)                                                                                                                                    |                                   | 0.12   |                                 
|                                                                                                                                                    
|Weighted - average number of common shares outstanding used in
 calculating basic income (loss) per common share                                     |                                   | 49,847 |                                 
|                                                                                                                                                    
|Diluted income (loss) per common share:                                                                                                              |                                   |        |                                 
|Income (loss) from continuing operations before discontinued
 Operations, extraordinary item and cumulative effect of change in accounting principle | $                                 | 0.10   |                                 
|Income (loss) from discontinued operations, net of tax                                                                                               |                                   | 0.02   |                                 
|Extraordinary item, net of tax                                                                                                                       |                                   |       |                                 
|Cumulative effect of change in accounting principle, net of tax                                                                                      |                                   |       |                                 
|Net income (loss)                                                                                                                                    |                                   | 0.12   |                                 
|                                                                                                                                                    
|Weighted - average number of common shares outstanding used in
 calculating diluted income (loss) per common share                                   |                                   | 50,463 |                                 

The
 Company acquired the broadcast licenses and certain operating assets of WOTV-TV and

 7 



---



##### Table of Contents



WVBT-TV during the first
 quarter of 2002. The Company acquired the broadcast license of WCTX-TV during the
 second quarter of 2002. These business combinations were funded by available cash
 and were accounted for under the purchase method of accounting. The Company has been
 operating WOTV-TV, WVBT-TV, and WCTX-TV under local marketing agreements, since
 October 30, 1991, December 14, 1994, and December 9, 1994, respectively, and
 therefore, pro forma financial results would not differ significantly from actual
 results of operations.

The
 following table summarizes these acquisitions (in thousands):



|                                                             |  |         |   |                  |  |         |  |            |   |                  |  |  |  |  |   |                |  |  |  | Sunrise
|------------------------------------------------------------ |  | ------- | - | ---------------- |  | ------- |  | ---------- | - | ---------------- |  |  |  |  | - | -------------- |  |  |  | -------
|                                                             |  | WOTV-TV |   | WVBT-TV          |  | WCTX-TV |  | Television
|                                                             |  |         |   |                  |  |         |  |           
|Acquisition date                                             |  |         |   | January 29, 2002 |  |         |  |            |   | January 31, 2002 |  |  |  |  |   | April 30, 2002 |  |  |  |        
|Fair value of assets
 and liabilities acquired:              |  |         |   |                  |  |         |  |            |   |                  |  |  |  |  |   |                |  |  |  |        
|Other current assets                                         |  |         | $ |                 |  |         |  |            | $ |                 |  |  |  |  | $ |               |  |  |  | $      
|Property and equipment                                       |  |         |   | 1,291            |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Broadcast licenses                                           |  |         |   | 1,581            |  |         |  |            |   | 3,029            |  |  |  |  |   | 4,739          |  |  |  |        
|Assets held for sale                                         |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Other long-term assets                                       |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Liabilities held for sale                                    |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Total other liabilities                                      |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Long-term debt                                               |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|Preferred stock                                              |  |         |   |                 |  |         |  |            |   |                 |  |  |  |  |   |               |  |  |  |        
|                                                             |  |         |   |                  |  |         |  |            |   |                  |  |  |  |  |   |                |  |  |  |        
|Total purchase price, including
 direct acquisition expenses |  |         | $ | 2,872            |  |         |  |            | $ | 3,029            |  |  |  |  | $ | 4,739          |  |  |  | $      
|                                                             |  |         |   |                  |  |         |  |            |   |                  |  |  |  |  |   |                |  |  |  |        

On
 April 22, 2002, the Company sold its interest in WNAC-TV in Providence, Rhode
 Island, to Super Towers, Inc. in exchange for a $2.5 million promissory note due
 June 10, 2006. Interest on the note is calculated at 7% per annum and is payable
 annually commencing on December 31, 2002. The Company recognized a
gain of approximately $69,000
 on the sale of WNAC-TV. The owner of Super Towers, Inc. is a relative of an
 executive officer of the Company. The Company continues to operate the station
 pursuant to a local marketing agreement.

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 at
 September 30, 2002 and December 31, 2001 (in thousands):



|                         |  | September 30, |        | December 31,
|------------------------ |  | ------------- | ------ | ------------
|                         |  | 2002          |        | 2001        
|                         |  |               |        |             
|NBC joint venture        |  | $             | 60,781 |             
|WAND (TV) Partnership    |  |               | 13,691 |             
|Banks Broadcasting, Inc. |  |               | 12,412 |             
|                         |  |               |        |             
|                         |  |               | 86,884 |             
|Southwest Sports Group   |  |               |       |             
|                         |  |               |        |             
|                         |  | $             | 86,884 |             
|                         |  |               |        |             

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.

 8 



---



##### Table of Contents



The Company received
 distributions of $408,000 and $1.0 million from the joint venture in the three and
 nine months ended September 30, 2002, respectively. The Company received
 distributions of $163,000 and $6.6 million in the three and nine months ended
 September 30, 2001, respectively. The following presents the summarized financial
 information of the joint venture (in thousands):



|                  |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|----------------- |  | -------------------------------- | ------ | -------------------------------
|                  |  |                                  |        |                                
|                  |  | 2002                             |        | 2001                           
|                  |  |                                  |        |                                
|Net revenues      |  | $                                | 39,968 |                                
|Operating income  |  |                                  | 22,692 |                                
|Net income (loss) |  |                                  | 6,344  |                                



|                        |  | September 30, |         | December 31,
|----------------------- |  | ------------- | ------- | ------------
|                        |  | 2002          |         | 2001        
|                        |  |               |         |             
|Current assets          |  | $             | 26,257  |             
|Non-current assets      |  |               | 262,302 |             
|Current liabilities     |  |               | 17,216  |             
|Non-current liabilities |  |               | 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 certain 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 $145,000 and $1.2 million as of September 30, 2002
 and December 31, 2001, respectively. The following presents the summarized financial information
 of the WAND (TV) Partnership (in thousands):



|                        |  | Three Months Ended September 30, |       | Nine Months Ended September 30,
|----------------------- |  | -------------------------------- | ----- | -------------------------------
|                        |  |                                  |       |                                
|                        |  | 2002                             |       | 2001                           
|                        |  |                                  |       |                                
|Net revenues            |  | $                                | 2,007 |                                
|Operating income (loss) |  |                                  | 429   |                                
|Net income (loss)       |  |                                  | 434   |                                



|                    |  | September 30, |        | December 31,
|------------------- |  | ------------- | ------ | ------------
|                    |  | 2002          |        | 2001        
|                    |  |               |        |             
|Current assets      |  | $             | 3,629  |             
|Non-current assets  |  |               | 33,977 |             
|Current liabilities |  |               | 534    |             

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

 9 



---



##### Table of Contents



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 certain 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 $1.1 million and
$900,000 as of September
 30, 2002 and December 31, 2001, respectively. The following presents the summarized financial
 information of Banks Broadcasting, Inc. (in thousands):



|                           |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|-------------------------- |  | ------------------------------- | ------ | ------------------------------
|                           |  |                                 |        |                               
|                           |  | 2002                            |        | 2001                          
|                           |  |                                 |        |                               
|Net revenues               |  | $                               | 1,198  |                               
|Operating loss             |  |                                 | (414   | )                             
|Net loss                   |  |                                 | (1,092 | )                             
|                           |  |                                 |        |                               
|                           |  |                                 |        |                               
|                           |  | September 30,2002               |        | December 31,2001              
|                           |  |                                 |        |                               
|Current assets             |  | $                               | 2,168  |                               
|Non-current assets         |  |                                 | 27,570 |                               
|Current liabilities        |  |                                 | 1,799  |                               
|Non-current liabilities    |  |                                 | 1,222  |                               
|Redeemable preferred stock |  |                                 | 298    |                               

Southwest
 Sports Group Holdings, LLC: On May 2, 2002, Southwest Sports Group
 Holdings, LLC (SSG) redeemed all 500,000 Series A Preferred Units from the Company
 for an aggregate redemption price of $60.8 million, resulting in a gain of approximately
 $3.8 million to the Company.

Other
 Investments: The Company, in second quarter of this year, recorded
 a loss of approximately $2.8 million in other expenses on an equity investment in
 an internet company. This amount reflects an impairment of the Companys initial
 investment as a result of a reduction in the value of the internet company which,
 in the opinion of management, is other than temporary.

 10 



---



##### Table of Contents



Note 5  Intangible Assets:

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



|                               |  | September 30,2002 |           | December 31,2001
|------------------------------ |  | ----------------- | --------- | ----------------
|                               |  |                   |           |                 
|Amortized Intangible Assets:   |  |                   |           |                 
|LMA purchase options           |  | $                 | 500       |                 
|Network affiliations           |  |                   | 422       |                 
|Income leases                  |  |                   | 393       |                 
|Accumulated amortization       |  |                   | (408      | )               
|                               |  |                   |           |                 
|                               |  |                   | 907       |                 
|                               |  |                   |           |                 
|Unamortized Intangible Assets: |  |                   |           |                 
|Broadcast licenses             |  |                   | 1,129,496 |                 
|Goodwill                       |  |                   | 595,762   |                 
|                               |  |                   |           |                 
|                               |  |                   | 1,725,258 |                 
|                               |  |                   |           |                 
|                               |  |                   |           |                 
|Total intangible assets        |  | $                 | 1,726,165 |                 
|                               |  |                   |           |                 

 11 



---



##### Table of Contents



Amortization
 expense was approximately $11.8 million and $33.4 million for the three and nine
 months ended September 30, 2001, respectively. There was approximately $167,000
 and $333,000 of amortization expense recorded on the local marketing agreement (LMA)
 purchase option for the three and nine months ended September 30, 2002. The Company
 expects that the LMA purchase option will be fully amortized at December 31, 2002.
 The Company has recorded approximately $80,000 of amortization expense on network
 affiliation agreements and favorable income leases. 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.

In accordance
 with the provisions of Statement of Financial Accounting Standards (SFAS) No.
 142 Goodwill and Other Intangible Assets, the Company has discontinued the amortization
 of goodwill and broadcast licenses. As required by SFAS No. 142, the Company has
 also completed a transitional impairment test for goodwill and broadcast licenses
 as of January 1, 2002. The transitional impairment test for broadcast licenses consisted
 of a comparison of the fair value of broadcast licenses with their respective carrying
 amounts on a station by station basis using a discounted cash flow valuation method
 that excludes network compensation payments, assuming a hypothetical startup whose
 only asset is its broadcast license. Where the carrying amount was less than fair
 value, an impairment loss was recognized and recorded as a cumulative effect of
 a change in accounting principle in accordance with the provisions of SFAS No. 142.
 Based on 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.

The first
 step of the goodwill transitional impairment test compared the fair value of a station
 with its carrying amount, including goodwill. The fair value of a station was determined
 through the use of a discounted cash flow analysis. The valuation assumptions used
 in the discounted cash flow model reflected historical performance of the station
 and prevailing values in the markets for broadcasting properties. As the fair value
 of the stations exceeded their carrying value amounts, goodwill was not considered
 impaired.

The following
 table shows, on a pro forma basis, what the Companys net income (loss) and
 net income (loss) per common share would have been if the new accounting standards
 had been applied to the prior year period, net of tax benefit (in thousands):



|                                             |  | Three Months Ended September 30, |       | Nine Months Ended September 30,
|-------------------------------------------- |  | -------------------------------- | ----- | -------------------------------
|                                             |  |                                  |       |                                
|                                             |  | 2002                             |       | 2001                           
|                                             |  |                                  |       |                                
|Reported net income (loss)                   |  | $                                | 5,914 |                                
|Addback: goodwill amortization, net of tax   |  |                                  |      |                                
|Addback: intangible amortization, net of tax |  |                                  |      |                                
|                                             |  |                                  |       |                                
|Adjusted net income (loss)                   |  | $                                | 5,914 |                                
|                                             |  |                                  |       |                                
|                                             |  |                                  |       |                                
|Basic income (loss) per share:               |  |                                  |       |                                
|Reported net income (loss)                   |  | $                                | 0.12  |                                
|Addback: goodwill amortization, net of tax   |  |                                  |      |                                
|Addback: intangible amortization, net of tax |  |                                  |      |                                
|Adjusted net income (loss)                   |  |                                  | 0.12  |                                
|                                             |  |                                  |       |                                
|Diluted income (loss) per share:             |  |                                  |       |                                
|Reported net income (loss)                   |  | $                                | 0.12  |                                
|Addback: goodwill amortization, net of tax   |  |                                  |      |                                
|Addback: intangible amortization, net of tax |  |                                  |      |                                
|Adjusted net income (loss)                   |  |                                  | 0.12  |                                



---



##### Table of Contents



Note 6  Derivative Instruments:

The Company uses derivative
 instruments to manage exposure to interest rate risks. The Company uses interest rate collar, cap and swap arrangements,
 not designated as hedging instruments under SFAS No. 133, in the notional amount of $55.0 million and $430.0 million at
 September 30, 2002 and December 31, 2001, respectively, to mitigate the impact of the variability in interest rates in
 connection with its variable rate senior credit facility and fixed rate senior notes. The aggregate fair value of the
 arrangements at September 30, 2002 was a liability of approximately $516,000. Other (income) expense for the three and
 nine month periods ended September 30, 2002 includes income of $2.9 million and $5.0 million, respectively, from
 the marking-to market of these derivative instruments, compared to a loss of $3.2 million and $5.2 million,
 respectively, for the same periods last year.

Note 7  Debt:

Debt consisted of the following (in thousands):



|                                                                                                                                                  |  | September 30,2002 |          | December 31,2001
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | ----------------
|                                                                                                                                                  |  |                   |          |                 
|Senior Credit Facilities                                                                                                                          |  | $                 |         |                 
|$210,000, 8% Senior Notes due 2008 (net of
 discount of $6,289 and $7,165 at September 30, 2002 and December 31, 2001, respectively)              |  |                   | 203,711  |                 
|$300,000, 8 3/8% Senior Subordinated Notes
 due 2008 (net of discount of $381 and $432 at September 30, 2002 and December 31, 2001, respectively) |  |                   | 299,619  |                 
|$325,000, 10% Senior Discount Notes
 due 2008 (net of discount of $12,936 and $34,935 at September 30, 2002 and
 December 31, 2001, respectively) |  |                   | 312,064  |                 
|$100,000, 10% Senior Discount Notes
 due 2008 (net of discount of $13,390 and $21,045 at September 30, 2002 and December
 31, 2001, respectively) |  |                   | 86,610   |                 
|$2,500, 7% STC Broadcasting Note due 2006                                                                                                         |  |                   |         |                 
|                                                                                                                                                  |  |                   |          |                 
|Total debt                                                                                                                                        |  |                   | 902,004  |                 
|Less current portion                                                                                                                              |  |                   | (125,000 | )               
|                                                                                                                                                  |  |                   |          |                 
|Total long-term debt                                                                                                                              |  | $                 | 777,004  |                 
|                                                                                                                                                  |  |                   |          |                 

On April 24, 2002, LIN Television
 obtained certain amendments to its existing Senior Credit Facilities which (i) increased the aggregate amount
 available under the Incremental Term Loans from $75.0 million to $150.0 million (ii) increased the amount available
 under the revolving portion of the Senior Credit Facilities from $160.0 million to $191.9 million of committed
 facilities, with the flexibility to increase the revolving portion to $235.0 million and (iii) provided for the amendment
 of certain financial covenants and financial ratio requirements. The Company paid $655,000 in fees in connection
 with the amendment.

On May 8, 2002, the Company
 repaid all of the outstanding indebtness due under the senior credit facilities from proceeds of its
 initial public offering. The extraordinary item in the nine months ended September 30, 2002 of
 $1.6 million, net of a tax benefit of $860,000, relates to the write-off of unamortized deferred

 13 



---



##### Table of Contents



financing costs in connection with the early settlement
 of the senior credit facilities.

The Company recorded, as a part of
 the Sunrise acquisition, the fair value of the Sunrise debt and
accrued interest and premiums of $166.0 million. On
 May 2, 2002, the Company exchanged a portion of this debt and
accrued interest and premiums, a $33.3 million note held by
 affiliates of Hicks Muse, for shares of the Companys class B common stock. On May 8, 2002, the Company
 repaid the balance of $132.7 million of the remaining Sunrise debt and
accrued interest and premiums. In addition, the Company exchanged
 $54.4 million of Sunrise preferred stock held by affiliates of Hicks Muse for shares of the Companys class B
 common stock and made a cash payment to redeem the balance of $10.8 million of Sunrise preferred stock
 held by another investor.

On May 8, 2002, in connection with the
 termination of its monitoring and oversight agreement, the Company issued a promissory note maturing on
 May 8, 2003, in the amount of $7.1 million at an interest rate of 10% per annum to Hicks, Muse & Co.
 Partners, L.P. (Hicks Muse Partners), an affiliate of the Companys ultimate parent. On August
 23, 2002, the Company repaid the principal balance of the Hicks Muse Partners promissory
 note, including all accrued and unpaid interest, totaling $7.3 million.

Note 8  Earnings per Share:

Basic and diluted (income) loss per common share is computed in accordance with SFAS No. 128,
 Earnings per Share. Basic (income) loss per common share is computed by dividing net (income)
 loss attributable to common stockholders by the weighted average number of shares of common stock
 outstanding. Diluted income per common share is computed by dividing (i) income attributable to
 common shareholders by (ii) the weighted average basic shares outstanding plus the additional
 shares that would be issued assuming that all dilutive stock options are exercised using a treasury
 stock method. In accordance with SFAS No.128, options to purchase 3,010,363 and 1,807,825 shares of
 common stock, and phantom units exercisable into 675,530 and 680,673 shares of common stock at
 September 30, 2002 and 2001, respectively, were not included in the calculation of diluted earnings
 per share for the nine months ended September 30, 2002 and the three and nine months ended
 September 30, 2001, because the effect of their inclusion would have been anti-dilutive. This
 results in diluted net loss per common share equal to basic net loss per common share for those
 periods.

Note 9  Related Party Transactions:

Monitoring and
 Oversight Agreement: The Company was party to an agreement with Hicks, Muse & Co.
 Partners, L.P. (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 fee for the nine months ended September
 30, 2002 was approximately $368,000. The fees for the three and nine months ended September 30, 2001
 were approximately $313,000 and $939,000, respectively. The Company and Hicks Muse Partners agreed to
 terminate this agreement on May 2, 2002 as noted below.

Financial Advisory
 Agreement: The Company is also party to an agreement with Hicks Muse Partners,
 pursuant to which Hicks Muse Partners, prior to amending the agreement, received a fee equal to 1.5% of the
 total value of certain transactions in which the Company was involved and reimbursement of certain expenses.
 Transactions subject to this agreement include a tender offer, acquisition, sale, merger, exchange offer,
 recapitalization, restructuring or other similar transaction. The Company did not incur any fees under this

 14 



---



##### Table of Contents



arrangement for the periods ended September 30, 2002 or 2001.

On May 2, 2002, the
 Company and Hicks Muse agreed to terminate the monitoring and oversight agreement
 with Hicks Muse Partners and amend the financial advisory agreement with Hicks Muse Partners to eliminate
 the terms requiring the payment of transaction fees, 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.
On August 23, 2002, the Company repaid Hicks Muse Partners the
balance of this note including all accrued and
 unpaid interest, an amount totaling $7.3 million.

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 quarter ended March 31,
 2002 the Company recorded a non-cash charge of $19.9 million as part of its provision for income
 taxes to establish a valuation allowance against its deferred tax assets. This entry has no impact
 on the Companys cash flows.

Note 11  Restructuring Charge:

The
Companys 2002 operating budget included a plan to reduce
station headcount by approximately 10% or 174 employees (full-time
equivalent employees) as a result of centralizing the master control
transmission facilities, adding automation to the production of
locally produced news programming and other general reductions. This
reduction in
headcount was offset by additions in headcount due to the acquisition
of the Sunrise television stations, the acquisition of WNLO-TV and
the staffing of the master control hubbing centers in
Indianapolis, Indiana and Springfield, Massachusetts.

As
a result of centralizing the master control transmission facilities
in Indianapolis, Indiana and Springfield, Massachusetts, the Company
recorded a pre-tax restructuring charge of approximately $931,000 for
severance pay and benefits relating to the termination of
80 employees (full time equivalent employees) in the master
control, sales support and business office areas in the quarter ended
September 30, 2002. All employees had been informed of their
termination benefits in the period that the charge was recorded. The
Company has paid approximately $312,000 for severance pay and
benefits through September 30, 2002 and expects to pay the
balance during the fourth quarter of 2002 and the first quarter of
2003.

Note 12  Discontinued Operations:

On May 2, 2002, in conjunction with the acquisition of Sunrise, the
Company sold to 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 with the Company retaining the
 other operating assets and the cash flows provided by the North Dakota television stations. On
 August 23, 2002, the Company sold these remaining assets to Smith Television for $35.0 million.
 Accordingly, the financial results of these television stations are accounted for

 15 



---



##### Table of Contents



as discontinued operations under the provisions of Statement of Financial Accounting Standards No.
 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The loss of
 $151,000 from discontinued operations for the three months ended September 30, 2002, the income of
 $125,000 from discontinued operations for the nine months ended September 30, 2002 and the gain of
 $982,000 on the sale of discontinued operations, net of tax, have been excluded from continuing
 operations and included in discontinued operations.

Note 13  Recent
Accounting Pronouncement:

In June 2002, the FASB issued SFAS
 No. 146, Accounting for Costs Associated with Exit or Disposal
 Activities (SFAS 146). This statement addresses financial accounting and reporting for costs associated
 with exit or disposal activities and nullified EITF Issue No. 94-3, Liability Recognition for Certain Employee
 Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
 Restructuring) (EITF 94-3). SFAS 146 requires that a liability for a cost associated with an exit or disposal
 activity be recognized when the liability is incurred. EITF 94-3 allowed for an exit cost liability to be
 recognized at the date of an entitys commitment to an exit plan. SFAS 146 also requires that liabilities
 recorded in connection with exit plans be initially measured at fair value. The provisions of SFAS 146 are
 effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption
 encouraged. The Company does not expect that the adoption of SFAS 146 will have a material impact on its
 financial position or results of operations.

 16 



---



##### Table of Contents






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;                                              
|- |  | -------------------------------------------------------------------------------------------------
| 
| |  | restrictions on our
 operations due to, and the effect of, our leverage;                         
| 
| |  | effects of complying with
 new accounting standards;                                             
| 
| |  | 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;                        
|  |  |                                                                                                  
| |  | 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.

Business

We are a leading
 pure-play television company broadcasting in the United States of America and
 Puerto Rico. Our stations cover approximately 6.8% 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. Since all of the Companys business operations are conducted

 17 



---



##### Table of Contents



through LIN Television, the results of
 operations of each of LIN TV Corp., LIN Holdings Corp. and
 LIN Television Corporation are the same in all material respects other than with respect to interest
 expense, provisions for income tax and net income. Accordingly, the discussion below applies to
 each of LIN TV Corp., LIN Holdings Corp. and LIN Television Corporation, except as otherwise
 specified.

Our Stations

The following
 table lists the stations that we either operate or have an equity investment in:



|Market                                 |  | DMA     |  | Station |         | Affiliation |           | Channel |         | Status (2) |     | % of DMA TV
|-------------------------------------- |  | ------- |  | ------- | ------- | ----------- | --------- | ------- | ------- | ---------- | --- | -----------
|                                       |  | Rank(1) |  |         |         |             |           |         |         |            |     | HH(1)      
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|LIN Television Stations               
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Indianapolis, IN                       |  | 25      |  |         | WISH-TV |             | CBS       |         | 8       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Hartford-New Haven, CT                 |  | 27      |  |         | WTNH-TV |             | ABC       |         | 8       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WCTX-TV |             | UPN       |         | 59      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Grand Rapids-Kalamazoo BattleCreek, MI |  | 38      |  |         | WOOD-TV |             | NBC       |         | 8       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WOTV-TV |             | ABC       |         | 41      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WXSP-CA |             | UPN       |         | Various |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Norfolk -Portsmouth-Newport News, VA   |  | 41      |  |         | WAVY-TV |             | NBC       |         | 10      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WVBT-TV |             | FOX       |         | 43      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Buffalo, NY                            |  | 44      |  |         | WIVB-TV |             | CBS       |         | 4       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WLNO-TV |             | IND       |         | 23      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Providence,RI -New Bedford, Ma         |  | 49      |  |         | WPRI-TV |             | CBS       |         | 12      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | WNAC-TV |             | FOX       |         | 64      |            | LMA |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Austin, TX                             |  | 54      |  |         | KXAN-TV |             | NBC       |         | 36      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | KNVA-TV |             | WB        |         | 54      |            | LMA |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|                                       |  |         |  |         | KBVO-CA |             | Telefutra |         | Various |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Dayton, OH                             |  | 58      |  |         | WDTN-TV |             | ABC       |         | 2       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Flint-Saginaw-BayCity, MI              |  | 64      |  |         | WEYI-TV |             | NBC       |         | 25      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Toledo, OH                             |  | 68      |  |         | WUPW-TV |             | FOX       |         | 36      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Fort Wayne, IN                         |  | 104     |  |         | WANE-TV |             | CBS       |         | 15      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Springfield-Holyoke, MA                |  | 106     |  |         | WWLP-TV |             | NBC       |         | 22      |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Abilene-Sweetwater, TX                 |  | 163     |  |         | KRBC-TV |             | NBC       |         | 9       |            | O&O |            
|                                       |  |         |  |         |         |             |           |         |         |            |     |            
|Lafayette, IN                          |  | 189     |  |         | WLFI-TV |             | CBS       |         | 18      |            | O&O |            

 18 



---



##### Table of Contents





|                                     |  |     |  |  |         |  |     |  |    |  |     |  |      |  
|------------------------------------ |  | --- |  |  | ------- |  | --- |  | -- |  | --- |  | ---- | -
|Lafayette, IN                        |  | 189 |  |  | WLFI-TV |  | CBS |  | 18 |  | O&O |  | 0.06 | %
|                                     |  |     |  |  |         |  |     |  |    |  |     |  |      |  
|San Angelo, TX                       |  | 196 |  |  | KACB-TV |  | NBC |  | 3  |  | O&O |  | 0.05 | %
|                                     |  |     |  |  |         |  |     |  |    |  |     |  |      |  
|San Juan, PR                         |  |    |  |  | WAPA-TV |  | IND |  | 4  |  | O&O |  |      |  
|                                     |  |     |  |  |         |  |     |  |    |  |     |  |      |  
|                                     |  |     |  |  | WJPX-TV |  | IND |  | 24 |  | 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. |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. |  | O&O
 indicates stations LIN Television 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.

We hold
 a 50% non-voting equity interest in Banks Broadcasting, Inc., which owns and operates
 KWCV-TV, a WB affiliate in Wichita, and KNIN-TV, a UPN affiliate in Boise. In addition,
 we provide services under a joint sales agreement to two stations, WZPX-TV in Grand
 Rapids and WPXV-TV in Norfolk, which are owned by Paxson Communications Corporation.

We have
 an approximate 20% equity interest in a television station joint venture with NBC,
 which owns all of the remaining interest. The NBC joint venture owns KXAS-TV, the
 Dallas NBC affiliate, and KNSD-TV, the San Diego NBC affiliate. NBC operates these
 stations pursuant to a management agreement and has managerial control over the
 joint venture.

We
have a 33.33% interest in WAND(TV) Partnership with Block
Communications, which owns and operates WAND-TV, an ABC affiliate in Decatur, IL.

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 in 2002:



| |  | UHF
television channel licenses: In August and September 2002, the
 FCC auctioned licenses for channels in the 700 MHz UHF television band which are
 currently licensed in most parts of the country for analog television channels 54,
 55, and 59, but which will be vacated by the current licensees upon the transition
 to digital television service. Subject to final FCC approvals, which
we expect will be
 forthcoming in the fourth quarter of 2002, we
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 19 



---



##### Table of Contents





|  |  | submitted winning bids totaling $4.3
 million and obtained 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. It is unclear precisely when this
 spectrum will be fully available. We recorded $3.4 million
in other long-term assets for a payment made to the FCC for the right to
participate in the auction.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 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 with retaining 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.
 These television stations are accounted for as discontinued operations under the
 provisions of Statement of Financial Accounting Standards No. 144, Accounting
 for the Impairment or Disposal of Long-Lived Assets (SFAS 144).                                          
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | 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,
 six of which are now owned and operated by us and one station that is operated
by us 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 $87.6 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 accounted for this transaction under the purchase method of accounting.
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | WCTX-TV: On April 26, 2002, we acquired the broadcast license and 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 operating funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | WVBT-TV: On January 31, 2002, we acquired the broadcast license and 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 operating funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | WOTV-TV: On January 29, 2002, we acquired the broadcast license and operating
 assets of WOTV-TV from Channel 41, Inc. The total purchase price, including transaction
 costs, was approximately $2.8 million, and was funded by operating funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | WNAC-TV: On June 24, 2001, we acquired the broadcast license and certain
 related assets of WNAC-TV from STC Broadcasting, Inc. The total purchase price,
 including transaction costs, was approximately $2.5 million, and was funded by operating
 funds. WNAC-TV was subsequently sold to Super Towers, Inc. on April 22, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

 20 



---



##### Table of Contents



Results of Operations

Set forth
 below are the significant factors that contributed to our operating results for
 the three and nine months ended September 30, 2002 and 2001, respectively. Our results
 from operations from period to period are not directly comparable because of the
 impact of the acquisition of Sunrise in the second quarter of 2002. WNLO-TV,
 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.



|                                                   |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|-------------------------------------------------- |  | -------------------------------- | ------ | -------------------------------
|                                                   |  |                                  |        |                                
|                                                   |  | 2002                             |        |                                
|                                                   |  |                                  |        |                                
|Net revenues                                       |  | $                                | 92,927 |                                
|Operating costs and expenses:                      |  |                                  |        |                                
|Direct operating                                   |  |                                  | 26,563 |                                
|Selling, general and administrative                |  |                                  | 20,972 |                                
|Corporate                                          |  |                                  | 2,978  |                                
|Amortization of program rights                     |  |                                  | 5,604  |                                
|Depreciation and amortization of intangible assets |  |                                  | 7,812  |                                
|Restructuring charge                               |  |                                  | 931    |                                
|                                                   |  |                                  |        |                                
|Total operating costs and expenses                 |  |                                  | 64,860 |                                
|                                                   |  |                                  |        |                                
|Operating income                                   |  | $                                | 28,067 |                                
|                                                   |  |                                  |        |                                

Net revenues
 consist primarily of national and local advertising time sales, net of sales adjustments
 and agency commissions. Additional, but less significant, amounts are generated
 from network compensation, internet revenues, barter revenues, production revenues
 and rental income.

Net revenues
 for the three and nine months ended September 30, 2002 increased approximately 46.3%
 to $92.9 million and 26.1% to $245.3 million, respectively, compared to net revenue
 of $63.5 million and $194.6 million, respectively, for the same periods last year.
 The increase is due to an increase in political revenue of
approximately $6.5 million
 and $7.8 million and a general improvement in the advertising market of approximately
 $8.8 million and $18.0 million for the three and nine months ended September 30,
 2002, respectively. Included in these increases are the results of
the Sunrise acquisition of an additional $15.6 million and $25.8 million of net revenue for the three and
 nine months ended September 30, 2002.

Direct operating
 expenses, consisting primarily of news, internet, engineering, programming and music
 licensing costs, for the three and nine months ended September 30, 2002 increased
 31.4% to $26.6 million and 15.3% to $70.1 million, respectively, compared to direct
 operating expenses of $20.2 million and $60.8 million for the same periods last
 year. The increase is primarily due to the Sunrise acquisition resulting
 in an additional $5.0 million and $7.6 million of direct operating expenses for
 the three and nine months ended September 30, 2002.

Selling, general
 and administrative expenses, consisting primarily of selling costs, sales commissions,
 general and administrative costs, employee benefit costs, advertising and
 promotional expenses, for the three and nine months ended September 30, 2002 increased
 36.2% to

 21 



---



##### Table of Contents



$21.0 million and 21.9% to $57.8 million, respectively, compared to selling,
 general and administrative expenses of $15.4 million and $47.4 million for the same
 periods last year. The increase is primarily due to the Sunrise acquisition resulting
 in an additional $4.3 million and $7.1 million of selling, general and administrative
 expenses for the three and nine months ended September 30, 2002.

Corporate
 expenses, representing costs associated with the centralized management of our stations,
 for the three and nine months ended September 30, 2002 increased 21.9% to $3.0 million
 and 6.8% to $7.4 million, respectively, compared to corporate expenses of $2.4 million
 and $6.9 million for the same period last year. The increase for the
three-month period ending September 30, 2002 is primarily due to
increased employee benefit costs of $466,000, salary costs of
$154,000 and director fees of $106,000 offset by the elimination of the
Hicks Muse monitoring and oversight fees of $313,000. The increase
for the nine-month period ending September 30, 2002 is primarily due
to increased employee benefit costs of $660,000, salary costs of
$433,000 and director fees of $128,000 offset by the elimination of the
Hicks Muse monitoring and oversight fees of $572,000.

Amortization
 of program rights represents costs associated with the acquisition of syndicated
 programming, features and specials. Amortization of program rights remained relatively
 flat at $5.6 million for the three months ended September 30, 2002. Amortization
 of program rights decreased 3.7% to $15.8 for the nine months ended September 30,
 2002, compared to $16.4 million for the same period last year. The decrease is due
 to lower program costs of approximately $2.6 million at WAPA-TV offset by an increase
 of $2.1 million due to the Sunrise acquisition.

Depreciation
 and amortization of intangible assets for the three and nine months ended September
 30, 2002 decreased 54.4% to $7.8 million and 58.9% to $20.7 million, respectively,
 compared to depreciation and amortization of intangible assets of $17.1 million
 and $50.4 million for the same periods last year. This decrease was principally
 due to the discontinuance of the amortization of goodwill and broadcast licenses,
 in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, and the
 replacement of such amortization by periodic impairment testing.

Our 2002 operating budget included a plan to reduce
station headcount by approximately 10% or 174 employees (full-time
equivalent employees) as a result of centralizing the master control
transmission facilities, adding automation to the production of
locally produced news programming and other general reductions. This
reduction in headcount was offset by additions in headcount due to the
acquisition of the Sunrise television stations, the acquisition of WNLO-TV and the staffing of the two master control hubbing centers in Indianapolis, Indiana and Springfield, Massachusetts.

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 $931,000 for
severance pay and benefits relating to the termination of 80
employees (full time equivalent employees) in the master control,
sales support and business office areas in the quarter ended
September 30, 2002. All employees had been informed of their
termination benefits in the period that the charge was recorded. We
paid approximately $312,000 for severance pay and benefits through September 30, 2002 and expects to pay the balance during the fourth quarter 2002 and the first quarter of 2003.

 22 



---



##### Table of Contents



Other (Income) Expenses

Interest expense
 for LIN TV Corp. and LIN Holdings decreased 4.5% to $24.6 million for the three-months
 ended September 30, 2002, from $25.8 million for the same period in the prior year.
 This decrease was primarily due to the repayment of $192.3 million of debt outstanding
 under our senior credit facilities with proceeds from the initial public offering.
 Interest expense remained relatively flat at $72.7 million for the nine months ended
 September 30, 2002 compared to $72.0 million for the same period last year. Interest
 expense for LIN Television decreased 13.5% to $14.1 million and 13.4% to $41.8 million
 for the three and nine months ended September 30, 2002, respectively, from $16.3
 million and $48.3 million for the same periods in the prior year. This decrease
 was primarily due to the repayment of $192.3 million of debt outstanding under our
 senior credit facilities with proceeds from the initial public offering.



Investment
 income decreased 25.4% to $874,000 and 22.2% to $2.4 million for the three and nine
 months ended September 30, 2002, respectively, from $1.2 million and $3.1 million
 for the same periods 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. The loss
 of this income was offset by a one-time gain of $3.8 million on redemption.



Share of income
 (loss) in equity investments increased to income of $155,000 and $4.2 million for
 the three and nine months ended September 30, 2002, respectively, from a loss of
 $1.9 million and $3.2 million for the same periods in the prior year. This increase
 was primarily the result of the operating performance of the stations included in
 our joint venture with NBC.

Gain or loss
 on derivative instruments, derived from the marking-to-market of interest rate collar,
 cap and swap arrangements for the three and nine months ended September 30, 2002,
 increased to a gain of $2.9 million and $5.0 million, respectively, from a loss
 of $3.2 million and $5.2 million for the same periods last year. This increase was
 due to fluctuations in market interest rates.

 23 



---



##### Table of Contents



We recorded a loss of $2.8 million
 in other expenses on an investment in an internet company in the second quarter
 of 2002. This amount reflects an impairment of our initial investment
 as a result of a reduction in the value of the internet company which, in the opinion
 of management, is other than temporary.

We
 recorded a $16.0 million expense in the second quarter of 2002 related to the termination
 of the monitoring and oversight agreement with Hicks Muse Partners and the amendment
 of the financial advisory agreement with Hicks Muse Partners to eliminate the terms
 requiring the payment of transaction fees.

Provision for (Benefit from) Income Taxes

LIN TV Corps
 and LIN Holdings provision for income taxes for the three-month period
 ended September 30, 2002 increased to approximately $2.3 million compared to a benefit
 of $7.4 million for the same period last year. The provision for income taxes for
 the nine-month period ended September 30, 2002 increased to approximately $25.5
 million compared to a benefit of $15.4 million for the same period last year. The
 change for the three-month period ended September 30, 2002 is primarily due to the
 disproportionate impact of non-deductible goodwill relative to the projected annual
 pretax net loss from period to period. The change for the nine-month period ended
 September 30, 2002 was primarily due to our recording a non-cash charge
 of approximately $19.9 million to establish a valuation allowance
against our deferred
 tax assets during the quarter ended March 31, 2002. In assessing our ability to
realize 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, we 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 us. 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. and LIN Holdings used a discrete provision for the three and nine-month
 period ended September 30, 2002 in order to more accurately calculate their effective
 tax rate.

LIN Television
 Corporations provision for income taxes for the three and nine-month periods
 ended September 30, 2002 is approximately $6.6 million and $11.8 million, respectively,
 compared to a benefit of approximately $4.9 million and $6.7 million for the
 same periods last year. These changes were primarily due to the disproportionate
 impact of non-deductible goodwill relative to the projected annual pretax net loss
 from the prior periods not impacting the current periods because of the adoption
 of SFAS No. 142. LIN Television used a discrete provision for the three and nine-month
 period ended September 30, 2002 in order to more accurately calculate its effective
 tax rate.

Broadcast Cash Flow

Broadcast
 cash flow, which is defined as adjusted EBITDA (as defined below) plus cash corporate
 expenses less capital distributions from equity investments, increased by 77.8%
 to $39.2 million and 43.2% to $99.7 million for the three and nine months ended
 September 30, 2002, from $22.0 million and $69.7 million for the same periods in
 the prior year. The increase is due to higher revenues as discussed above.



 24 



---



##### Table of Contents



Adjusted EBITDA

Adjusted EBITDA,
 which is defined as operating income plus amortization of program rights, depreciation
 and amortization of intangible assets, capital distributions from equity investments
 and non-cash expenses (credits) less program payments, increased 86.9% to $36.5
 million and 35.2% to $92.8 million for the three and nine months ended September
 30, 2002, compared to $19.5 million and $68.7 million for the same periods last
 year.

We believe
 the presentation of broadcast cash flow and adjusted EBITDA is relevant and useful
 because it is a measurement used by lenders to measure our ability to service our
 debt and used by industry analysts to determine the market value of our television
 stations and to evaluate our operating performance. Our management uses broadcast
 cash flow and adjusted EBITDA, among other things, to evaluate the operating performance
 of our stations and to value stations targeted for acquisition, as well as a component
 of incentive bonus payments for our executive officers and key station personnel.

Broadcast
 cash flow and adjusted EBITDA are not measures of performance calculated in accordance
 with generally accepted accounting principles. Broadcast cash flow and EBITDA should
 not be considered in isolation of, or as a substitute for, net income or loss, cash
 flows from operating activities and other income and cash flow statement data prepared
 in accordance with generally accepted accounting principles or as a measure of liquidity
 or profitability. Broadcast cash flow and adjusted EBITDA as determined may not
 be comparable to the broadcast cash flow and adjusted EBITDA measures reported by
 other companies. In addition, these measures do not represent funds available for
 discretionary use.

Liquidity and Capital Resources



Our principal
 sources of funds for working capital have historically been cash from operations
 and borrowings under our senior credit facilities. At September 30, 2002, we had
 cash and cash equivalents of $122.0 million, short-term investments of $61.4 million
 and $191.9 million of committed credit facilities, with the flexibility to increase
 the revolving portion of our senior credit facilities to up to $235.0 million.



Net cash provided
 by operating activities was $29.5 million and $15.0 million for the nine months
 ended September 30, 2002 and 2001, respectively. The increase was principally due
 to increased net revenues as noted above.

Net cash provided
 by investing activities was $7.5 million for the nine months ended September 30,
 2002 compared to net cash used in investing activities of $47.2 million for the
 nine months ended September 30, 2001. The change was primarily due to $60.8 million
 in proceeds from the redemption of our Southwest Sports Group preferred units, and
 $36.0 million in proceeds from the sale of KVLY-TV, KFYR-TV, KMOT-TV, KUMV-TV and
 KQCD-TV, offset by the purchase of $61.4 million of short-term investments, a decrease
 of $30.2 million in payments for business combinations, and a reduction of $5.6
 million in capital distributions from equity investments for the period ended September
 30, 2002.

Our capital
 expenditures primarily include building improvements, broadcasting equipment,

 25 



---



##### Table of Contents



studio
 equipment, vehicles and office equipment that improve the efficiency and quality of
 our television broadcasting operations. Our capital expenditures were $26.1 million
 for the nine months ended September 30, 2002, compared to $11.4 million for the
 same period last year. The increase is primarily due to our conversion to digital
 television. We expect that we will make capital expenditures of approximately $35.0
 to $40.0 million, including the capital requirements of the acquired Sunrise stations,
 for the year ended December 31, 2002.

Net cash provided
 by financing activities was $67.8 million and $46.4 million for the nine months
 ended September 30, 2002 and 2001, respectively. The change was primarily due to
 $399.9 million in net proceeds from the initial public offering of common stock,
 partially offset by an increase in principal payments on long-term debt of approximately
 $66.5 million, redemption of Sunrise preferred stock of approximately $10.9 million,
 and a reduction of $278.6 million in proceeds from long-term debt from period to
 period.

We
 used a portion of the initial public offering proceeds to repay debt
and accrued interest and premiums
of $325.0 million.
 This included the repayment of our senior credit
facilities of $192.3
 million. In addition, we used a portion of the IPO proceeds to repay the
 Sunrise debt and accrued interest and premiums which was recorded at
fair value of $166.0 million. A portion
 of the Sunrise debt, in the amount of a $33.3 million note held by affiliates of
 Hicks Muse, was exchanged for shares of our class B common stock.
 We repaid the balance of $132.7 million of the remaining
Sunrise debt and accrued interest and premiums.
 In addition, we exchanged $54.4 million of Sunrise preferred stock held
 by affiliates of Hicks Muse for shares of our class B common stock
 and made a cash payment to redeem the balance of $10.8 million of
Sunrise preferred stock
 held by another investor.

Sources
 of Liquidity

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.

On May 2,
 2002, we completed an initial public offering (IPO) of 19,550,000 shares
 of common stock at a price of $22.00 per share. Proceeds to us totaled
 approximately $399.9 million, net of commissions, discounts and other offering costs
 of approximately $30.2 million. Proceeds from the IPO together with proceeds from
 the redemption of Southwest Sports Group preferred units of $60.8 million were used
 to repay substantially all of the outstanding indebtedness of Sunrise, redeem all
 of the preferred stock of STC Broadcasting, repay all of the outstanding indebtedness
 under our senior credit facilities, pay discounts, commissions and
 other expenses, including $6.2 million to affiliates of Hicks Muse, and for general
 corporate purposes.

The following
 table sets forth our estimated material cash contractual obligations, as well as
 planned capital expenditures and debt repayments, based on amounts as of September
 30, 2002 (in thousands):

 26 



---



##### Table of Contents





|                                                             |  | Fourth Quarter2002 |        | 2003-2005 |  | 2006-2007 |         | Thereafter |  | Total
|------------------------------------------------------------ |  | ------------------ | ------ | --------- |  | --------- | ------- | ---------- |  | -----
|                                                             |  |                    |        |           |  |           |         |            |  |      
|Principal payments and
 mandatory redemptions on LIN TV debt |  |                    |       |           |  |           | 125,000 |            |  |      
|Cash interest on debt                                        |  |                    | 10,661 |           |  |           | 209,349 |            |  |      
|Capital expenditures (1)                                     |  |                    | 12,482 |           |  |           |        |            |  |      
|Program payments                                             |  |                    | 5,934  |           |  |           | 40,874  |            |  |      
|Operating leases                                             |  |                    | 361    |           |  |           | 2,556   |            |  |      
|Local marketing agreement payments                           |  |                    | 912    |           |  |           |        |            |  |      
|UHF television channel licenses                              |  |                    | 900    |           |  |           |        |            |  |      
|                                                             |  |                    |        |           |  |           |         |            |  |      
|Total                                                        |  | $                  | 31,250 |           |  | $         | 377,779 |            |  | $    
|                                                             |  |                    |        |           |  |           |         |            |  |      



1)     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
 2002.




We plan to use cash on hand and from operations,
 as well as liquidations of short-term investments, to fund the
 mandatory redemption of approximately $125.0 million principal amount
 of our senior discount notes in 2003. The remaining $810.0 million
 aggregate principal amount of senior notes, senior discount notes and
 senior subordinated notes will be due in 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 together with refinancing of our indebtedness, will
 be sufficient to meet our anticipated requirements for working
 capital, capital expenditures, interest payments and scheduled
 principal payments through at least the next twelve months.


Factors That May Affect Future
 Results 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 NCAA
 Mens Basketball Tournament;
| 
| | the relative popularity of
 the programming on our stations;                                                                  
| 
| | the demographic characteristics
 of our markets; and                                                                          

 27 



---



##### Table of Contents





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


We are dependent to a significant degree on
 automotive advertising.



Approximately 21%, 22% and 26% of our total
 net revenues for the years ended December 31, 2001, 2000 and 1999,
 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 class A 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 September 30, 2002, LIN TV Corp. and
 LIN Holdings Corp. had approximately $902.0 million of consolidated
 indebtedness and approximately $846.5 million of consolidated
 stockholders equity. LIN Television Corporation had
 approximately $503.3 million of consolidated indebtedness and
 approximately $1.2 billion of consolidated stockholders equity
 as of such date. 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


 28 



---



##### Table of Contents



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.



LIN TV Corp. and LIN Holdings Corp. each
 have had net losses of $61.7 million, $34.2 million and $34.0
 million for the years ended December 31, 2001, 2000 and 1999,
 respectively, primarily as a result of amortization of intangible
 assets and debt service obligations. In addition, as of September 30,
 2002, LIN TV Corp. and LIN Holdings Corp. each had an accumulated
 deficit of $217.1 million. We may not be able to achieve or maintain
 profitability.




LIN Television has had net losses of
 $39.7 million, $17.5 million and $18.8 million for the years ended December
 31, 2001, 2000 and 1999, respectively, primarily as a result of amortization of
 intangible assets and debt service obligations. In addition, as of September
 30, 2002, LIN Television had an accumulated deficit of $102.5 million. We
 cannot assure you that LIN Television will 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 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. In addition, on March 1, 2003, LIN Holdings will be required to redeem
 $125.0 million in aggregate principal amount of its 10% senior discount notes
 due 2008. 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 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 74.1%, of
 our total assets as of September 30, 2002, 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. In addition, the standard includes provisions for the
 reclassification under limited circumstances of certain existing recognized
 intangibles as goodwill, reassessment of the useful lives of existing
 recognized intangibles, reclassification of identifiable intangibles out of


 29 



---



##### Table of Contents



previously reported goodwill and the
 identification of reporting units for purposes of assessing potential future
 impairments of goodwill. SFAS No. 142 also requires us to complete a
 transitional goodwill impairment test six months from the date of adoption.
 Pursuant to SFAS No. 142, we have completed a transitional test of our goodwill
 and broadcast licenses for impairment and recorded an impairment charge of
 $47.2 million as a cumulative effect of an accounting change during the first
 quarter of 2002. In addition, we have 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 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 FCC and, potentially, other regulatory
 authorities. The need for FCC and other regulatory approvals could restrict our
 ability to consummate future transactions and potentially require us to divest
 some television stations if the FCC believes that a proposed acquisition would
 result in excessive concentration in a market, even if the proposed
 combinations may otherwise comply with FCC ownership limitations. The recent
 acquisition of Sunrise may further limit our ability to consummate future
 transactions due to FCC 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 FCC 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 FCC rules. The
 FCC 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, 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.


 30 



---



##### Table of Contents





Affiliates of Hicks Muse currently
 beneficially own approximately 23,704,339 shares of our class B common stock,
 which represents approximately 47.5% of our capital stock. Pursuant to FCC
 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 FCC rules and regulations, the
 stations that are attributable to Hicks Muse would be attributed to us. In
 addition, the FCC 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 your interests, have approval rights with respect to
 significant transactions and could convert their equity interests in the
 Company 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 FCC. If this occurs, affiliates of
 Hicks Muse would own approximately 47.5% 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 the Companys 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


 31 



---



##### Table of Contents



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
 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
 FCC 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


 32 



---



##### Table of Contents



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 have obtained approvals with respect to the network
 affiliation agreements for all acquired Sunrise stations and we are currently
 in negotiations with FOX with respect to two expired affiliation agreements.

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 our 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 $66.3 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 note is not our obligation or 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 $10.0
 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.


 33 



---



##### Table of Contents



Risks Related to Our Industry

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.



FCC 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 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 television station 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 and Providence and could
 require us to discontinue those local marketing agreements upon the conclusion
 of an FCC proceeding which may be initiated in 2004. In 2001, we had net
 revenues of $19.7 million, or 5.9%, 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
 FCC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. Petitions for reconsideration
 are still pending in one of the cases and the other decision may yet be
 appealed to the Unites States Supreme Court. The FCC has announced its


 34 



---



##### Table of Contents



intention to revisit all of its major
 media ownership rules, including the network cap and duopoly, in an omnibus
 proceeding to be initiated in the first quarter of 2003 and is in the process
 of conducting and releasing for comment various empirical studies concerning
 media concentration. Pending the resolution of these proceedings and possible
 further FCC 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 FCC has adopted rules for implementing
 advanced television, commonly referred to as digital television, in the
 United States. Our conversion to digital television requires additional capital
 expenditures, which we anticipate will be $11.0 million in 2002, 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 FCC 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.


Recent Accounting Pronouncements

In
 June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
 with Exit or Disposal Activities (SFAS 146). This statement
 addresses financial accounting and reporting for costs associated with exit or
 disposal activities and nullified EITF Issue No. 94-3, Liability
 Recognition for Certain Employee Termination Benefits and Other Costs to Exit
 an Activity (including Certain Costs Incurred in a Restructuring)
 (EITF 94-3). SFAS 146 requires that a liability for a cost
 associated with an exit or disposal activity be recognized when the liability
 is incurred. EITF 94-3 allowed for an exit cost liability to be recognized at
 the date of an entitys commitment to an exit plan. SFAS 146 also requires
 that liabilities recorded in connection with exit plans be initially measured
 at fair value. The provisions of SFAS 146 are effective for exit or disposal
 activities that are initiated after December 31, 2002, with early adoption
 encouraged. We do not expect that the adoption of SFAS 146 will have
 a material impact on its financial position or results of operations.


 35 



---



##### Table of Contents






Item 3. Quantitative and Qualitative
 Disclosures About Market Risk



We have been 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 no
 outstanding balance as of September 30, 2002 under our senior credit facilities.




We use derivative instruments to manage this
 and other exposures to interest rate risks. Our objective for holding derivatives
 is to minimize our interest rate risk.




We use interest rate collar, cap and swap
 arrangements, not designated as hedging instruments under SFAS No. 133, in the
 notional amount of $55.0 million and $430.0 million at September 30, 2002 and
 December 31, 2001, respectively, to mitigate the impact of the variability in
 interest rates in connection with our variable rate senior credit facility and
 fixed rate senior notes. The aggregate fair value of the arrangements at
 September 30, 2002 was a liability of $520,000. Other (income) expense for the
 three and nine months ended September 30, 2002 includes income of $2.9 million
 and $5.0 million, respectively, from the marking-to-market of these derivative
 instruments. We do not use derivative instruments for speculative or trading
 purposes.




We are also exposed to market risk related
 to changes in the interest rates through our investing activities. Our cash
 equivalents consist solely of investments in high-grade commercial bank money
 market accounts. 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. In
 addition, 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.


 36 



---



##### Table of Contents






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 the
 Companys class A common stock, was May 2, 2002. A total of 19,550,000
 shares were sold in the offering for an aggregate amount 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 initial public offering was completed
 on May 3, 2002. The offering price was $22.00 per common share, or gross
 proceeds of $430.1 million. The underwriting discounts and commissions and
 other expenses totaled approximately $30.2 million for net proceeds of $399.9
 million.




Net proceeds from our initial public offering
 were approximately $399.9 million. We have, or intend to, use 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
 September 30, 2002.


 37 



---



##### Table of Contents



Cash Sources



|(in millions)                                                       
|--------------------------------------------------------------------
|Gross proceeds of the initial public offering                       
|Proceeds from redemption of Southwest
 Sports Group preferred units 
|                                                                    
|Total                                                               
|                                                                    
|Cash Uses                                                           
|LIN TV Corp.:                                                       
|Senior credit facilities                                            
|Sunrise/STC Broadcasting:                                           
|Senior credit facilities                                            
|11% senior subordinates notes due 2007                              
|14% senior subordinates notes due 2008                              
|14% redeemable preferred stock                                      
|Discounts, commissions and other expenses                           
|Cash payments to Hicks Muse affiliates                              
|Cash and cash equivalents to be used
 for general corporate purposes
|                                                                    
|Total                                                               
|                                                                    



|a) | Includes
 $10.8 million of accumulated interest on Southwest Sports Group preferred units
 through May 8, 2002, the redemption date.                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | Includes accretion
 and accrued interest of $8.0 million through May 8, 2002, the redemption date.                                                                                                                                                                                                                                                                                                              
|  
|c) | 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, as of
May 2, 2002, that affiliates of Hicks Muse have acquired and exchanged for
 shares of our class B common stock.                                                                                                            
|  
|d) | 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, as of
 May 2, 2002, that affiliates of Hicks Muse have acquired and exchanged for
 shares of our class B common stock. Includes accretion and accrued interest
 through May 8, 2002, the redemption date.
|  
|e) | 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.                                                                                    

 38 



---



##### Table of Contents






Item 6.  Exhibits and Reports on Form 8-K

Exhibits:



|10.1                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and Gary R. Chapman.                                                                                   
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|10.2                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and Paul Karpowicz.                                                                                    
|                    
|10.3                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and Gregory M. Schmidt.                                                                                
|                    
|10.4                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and Deborah R. Jacobson.                                                                               
|                    
|10.5                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and Peter E. Maloney.                                                                                  
|                    
|10.6                | Third Amendment, dated
 October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN
 Television Corporation and C. Robert Ogren, Jr.                                                                               
|                    
|99.1                | Certification pursuant to 18 U.S.C.
 Section 1350, as adopted 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 November 14, 2002.               
|                    
|99.2                | Certification pursuant
 to 18 U.S.C. Section 1350, as adopted 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 Holdings Corp., dated November 14, 2002.        
|                    
|99.3                | Certification pursuant to 18 U.S.C.
 Section 1350, as adopted 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
 November 14, 2002.
|                    
|Reports on Form 8-K:
|                    
|None                



---

 39 



---



##### Table of Contents






SIGNATURES

Pursuant to the
 requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of LIN TV Corp., LIN
 Holdings 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 HOLDINGS CORP.                                                               
|                          | LIN TELEVISION CORPORATION                                                       
|                         
|                         
|Dated:
 November 14, 2002 | By: /s/ William A. Cunningham                                                    
|                          |                                                                                  
|                          | William A. CunninghamVice
 President and Controller(Principal Accounting Officer)

 40 



---



##### Table of Contents






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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         |                         
|------------------------ | ------------------------
|                         |                         
|                         | /s/
 Gary R. Chapman    
|Dated: November 14, 2002 | Gary R. Chapman         
|                         | Chief Executive
 Officer

 41 



---



##### Table of Contents



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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         |                               
|------------------------ | ------------------------------
|                         |                               
|                         | /s/
 William A. Cunningham    
|Dated: November 14, 2002 | William A. Cunningham         
|                         | Vice President
 and Controller

 42 



---



##### Table of Contents



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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 Deborah R. Jacobson                                                 
|------------------------ | -------------------------------------------------------------------------
|Dated: November 14, 2002 | Deborah R. JacobsonVice President
 of Corporate Development and Treasurer

 43 



---



##### 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 Peter E. Maloney                    
|------------------------ | -----------------------------------------
|Dated: November 14, 2002 | Peter E. MaloneyVice President of Finance

 44 



---



##### Table of Contents



CERTIFICATIONS

I, Gary R. Chapman, certify that:



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



|                         | /s/
 Gary R. Chapman                   
|------------------------ | ---------------------------------------
|Dated: November 14, 2002 | Gary R. ChapmanChief Executive
 Officer

 45 



---



##### Table of Contents



CERTIFICATIONS

I, William A. Cunningham, certify that:



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



|                         | /s/
 William A. Cunningham                         
|------------------------ | ---------------------------------------------------
|Dated: November 14, 2002 | William A. CunninghamVice President
 and Controller

 46 



---



##### Table of Contents



CERTIFICATIONS

I, Deborah R. Jacobson, certify that:



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



|                         | /s/
 Deborah R. Jacobson                                                  
|------------------------ | --------------------------------------------------------------------------
|Dated: November 14, 2002 | Deborah R. JacobsonVice President
 of Corporate Development  and Treasurer

 47 



---



##### Table of Contents



CERTIFICATIONS

I, Peter E. Maloney, certify that:



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



|                         | /s/
 Peter E. Maloney                    
|------------------------ | -----------------------------------------
|Dated: November 14, 2002 | Peter E. MaloneyVice President of Finance

 48 



---



##### 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 Gary R. Chapman                   
|------------------------ | ---------------------------------------
|Dated: November 14, 2002 | Gary R. ChapmanChief Executive
 Officer

 49 



---



##### 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 William A. Cunningham                         
|------------------------ | ---------------------------------------------------
|Dated: November 14, 2002 | William A. CunninghamVice President
 and Controller

 50 



---



##### 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 Deborah R. Jacobson                                                 
|------------------------ | -------------------------------------------------------------------------
|Dated: November 14, 2002 | Deborah R. JacobsonVice President
 of Corporate Development and Treasurer

 51 



---



##### 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.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | /s/
 Peter E. Maloney                    
|------------------------ | -----------------------------------------
|Dated: November 14, 2002 | Peter E. MaloneyVice President of Finance

 52 



---



##### Table of Contents



Item 1. Financial
Statements

|                           |                                                      |  |      |    | 
|-------------------------- | ---------------------------------------------------- |  | ---- | -- | 
|                           |                                                      |  | Page
|                           |                                                      |  |     
|LIN
Holdings Corp.         |                                                      |  |      |   
|                           | Condensed Consolidated Balance Sheets                |  |      | 54 | 
|                           | Consolidated Statements of Operations                |  |      | 55 | 
|                           | Condensed Consolidated Statements of Cash Flows      |  |      | 56 | 
|                           | Notes to Condensed Consolidated Financial Statements |  |      | 57 | 
|                          
|LIN
Television Corporation |                                                      |  |      |   
|                           | Condensed Consolidated Balance Sheets                |  |      | 69 | 
|                           | Condensed Consolidated Statements of Operations      |  |      | 70 | 
|                           | Condensed Consolidated Statements of Cash Flows      |  |      | 71 | 
|                           | Notes to Condensed Consolidated Financial Statements |  |      | 72 | 

 53 



---



##### Table of Contents



LIN HOLDINGS CORP.Condensed
 Consolidated Balance Sheets(In thousands, except share data)



|                                                                                         | September 30, |           | December 31,
|---------------------------------------------------------------------------------------- | ------------- | --------- | ------------
|                                                                                         | 2002          |           | 2001        
|                                                                                         |               |           |             
|                                                                                         | (unaudited)   |           |             
|ASSETS                                                                                   |               |           |             
|Current assets:                                                                          |               |           |             
|Cash and cash equivalents                                                                | $             | 121,982   |             
|Investments                                                                              |               | 61,418    |             
|Accounts receivable, less
allowance for doubtful accounts (2002 - $2,970; 2001 - $1,802) |               | 63,349    |             
|Program rights                                                                           |               | 20,820    |             
|Other current assets                                                                     |               | 2,419     |             
|                                                                                         |               |           |             
|Total current assets                                                                     |               | 269,988   |             
|Property and equipment, net                                                              |               | 207,072   |             
|Deferred financing costs                                                                 |               | 28,271    |             
|Equity investments                                                                       |               | 86,884    |             
|Investment in Southwest Sports Group, at cost plus accrued interest                      |               |          |             
|Program rights                                                                           |               | 1,635     |             
|Intangible assets, net                                                                   |               | 1,726,165 |             
|Other assets                                                                             |               | 9,375     |             
|                                                                                         |               |           |             
|Total Assets                                                                             | $             | 2,329,390 |             
|                                                                                         |               |           |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                     |               |           |             
|Current liabilities:                                                                     |               |           |             
|Current portion of long-term debt                                                        | $             | 125,000   |             
|Accounts payable                                                                         |               | 5,311     |             
|Accrued income taxes                                                                     |               | 6,116     |             
|Accrued interest expense                                                                 |               | 6,534     |             
|Accrued sales volume discount                                                            |               | 3,787     |             
|Other accrued expenses                                                                   |               | 17,704    |             
|Program obligations                                                                      |               | 22,304    |             
|                                                                                         |               |           |             
|Total current liabilities                                                                |               | 186,756   |             
|Long-term debt, excluding current portion                                                |               | 777,004   |             
|Deferred income taxes                                                                    |               | 508,345   |             
|Program obligations                                                                      |               | 6,145     |             
|Other liabilities                                                                        |               | 4,612     |             
|                                                                                         |               |           |             
|Total liabilities                                                                        |               | 1,482,862 |             
|                                                                                         |               |           |             
|Stockholders equity:                                                                    |               |           |             
|Common stock, $0.01 par value: 1,000 shares authorized, issued and outstanding           |               |           |             
|Additional paid-in capital                                                               |               | 1,063,646 |             
|Accumulated deficit                                                                      |               | (217,118  | )           
|                                                                                         |               |           |             
|Total stockholders equity                                                               |               | 846,528   |             
|                                                                                         |               |           |             
|Total liabilities and stockholders equity                                               | $             | 2,329,390 |             
|                                                                                         |               |           |             

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

 54 



---



##### Table of Contents



LIN HOLDINGS CORP.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited)
(In thousands)



|                                                                                                                                                                       | Three Months
 Ended September 30, |        | Nine Months
 Ended September 30,
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ------ | --------------------------------
|                                                                                                                                                                       |                                   |        |                                 
|                                                                                                                                                                       | 2002                              |        | 2001                            
|                                                                                                                                                                       |                                   |        |                                 
|Net revenues                                                                                                                                                           | $                                 | 92,927 |                                 
|Operating costs and expenses:                                                                                                                                          |                                   |        |                                 
|Direct operating                                                                                                                                                       |                                   | 26,563 |                                 
|Selling, general and administrative                                                                                                                                    |                                   | 20,972 |                                 
|Corporate                                                                                                                                                              |                                   | 2,978  |                                 
|Amortization of program rights                                                                                                                                         |                                   | 5,604  |                                 
|Depreciation and amortization of intangible assets                                                                                                                     |                                   | 7,812  |                                 
|Restructuring charge                                                                                                                                                   |                                   | 931    |                                 
|                                                                                                                                                                       |                                   |        |                                 
|Total operating costs and expenses                                                                                                                                     |                                   | 64,860 |                                 
|                                                                                                                                                                       |                                   |        |                                 
|Operating income                                                                                                                                                       |                                   | 28,067 |                                 
|Other (income) expense:                                                                                                                                                |                                   |        |                                 
|Interest expense                                                                                                                                                       |                                   | 24,619 |                                 
|Investment income                                                                                                                                                      |                                   | (874   | )                               
|Share of (income) loss in equity investments                                                                                                                           |                                   | (155   | )                               
|(Gain) loss on derivative instruments                                                                                                                                  |                                   | (2,854 | )                               
|Gain on redemption of investment in Southwest Sports Group                                                                                                             |                                   |       |                                 
|Fee on termination of Hicks Muse agreements                                                                                                                            |                                   |       |                                 
|Loss on impairment of investment                                                                                                                                       |                                   |       |                                 
|Other, net                                                                                                                                                             |                                   | (12    | )                               
|                                                                                                                                                                       |                                   |        |                                 
|Total other expense, net                                                                                                                                               |                                   | 20,724 |                                 
|                                                                                                                                                                       |                                   |        |                                 
|Income (loss) from continuing operations before provision for
 (benefit from) income taxes, extraordinary item and cumulative effect of change in accounting principle |                                   | 7,343  |                                 
|Provision for (benefit from) income taxes                                                                                                                              |                                   | 2,260  |                                 
|                                                                                                                                                                       |                                   |        |                                 
|Income (loss) from continuing operations before extraordinary
 item and cumulative effect of change in accounting principle                                            |                                   | 5,083  |                                 
|Discontinued operations:                                                                                                                                               |                                   |        |                                 
|Loss (income) from discontinued operations, net of tax benefit
 of $81 and tax provision of $67 for the three and nine months ended September 30, 2002, respectively.  |                                   | 151    |                                 
|Gain from sale of discontinued operations, net of tax provision of $425                                                                                                |                                   | (982   | )                               
|Extraordinary item - loss on early extinguishment of debt, net
 of tax benefit (2002: $860; 2001: $2,400)                                                              |                                   |       |                                 
|Cumulative effect of change in accounting principle, net of tax
 benefit of $16,525                                                                                    |                                   |       |                                 
|                                                                                                                                                                       |                                   |        |                                 
|Net income (loss)                                                                                                                                                      | $                                 | 5,914  |                                 
|                                                                                                                                                                       |                                   |        |                                 

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

 55 



---



##### Table of Contents



LIN HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)



|                                                                                                           | Nine Months Ended September 30,
|---------------------------------------------------------------------------------------------------------- | -------------------------------
|                                                                                                           |                                
|                                                                                                           | 2002                           
|                                                                                                           |                                
|Net cash provided by operating activities                                                                  |                                
|INVESTING ACTIVITIES:                                                                                      |                                
|Capital expenditures                                                                                       |                                
|Proceeds from disposals of property and equipment                                                          |                                
|Proceeds from sale of broadcast license                                                                    |                                
|Sale of North Dakota stations                                                                              |                                
|Net purchase of short-term
investments                                                                     |                                
|Investment in Banks Broadcasting, Inc.                                                                     |                                
|Cash and cash equivalents acquired through merger with Sunrise
 Television and contributed by LIN TV Corp. |                                
|Capital distributions from equity investments                                                              |                                
|Payments for business combinations                                                                         |                                
|Local marketing agreement expenditures                                                                     |                                
|Proceeds from redemption of SSG preferred units                                                            |                                
|                                                                                                           |                                
|Net cash provided by (used in) investing activities                                                        |                                
|                                                                                                           |                                
|FINANCING ACTIVITIES:                                                                                      |                                
|Redemption of Sunrise Television preferred stock                                                           |                                
|Proceeds from long-term debt                                                                               |                                
|Proceeds from stock option exercises                                                                       |                                
|Capital contribution from LIN TV Corp. of net proceeds from
 initial public offering                       |                                
|Net (payments) proceeds from (on) revolver debt                                                            |                                
|Principal payments on short-term debt                                                                      |                                
|Principal payments on long-term debt                                                                       |                                
|Financing costs incurred on issuance of long-term debt                                                     |                                
|                                                                                                           |                                
|Net cash provided by financing activities                                                                  |                                
|                                                                                                           |                                
|Net increase in cash and cash equivalents                                                                  |                                
|Cash and cash equivalents at the beginning of the period                                                   |                                
|                                                                                                           |                                
|Cash and cash equivalents at the end of the period                                                         | $                              
|                                                                                                           |                                

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

 56 



---



##### Table of Contents



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

Note 1  Basis of Presentation:

LIN
 Holdings Corp. (LIN Holdings), 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 Holdings and its subsidiaries are affiliates of Hicks,
 Muse, Tate & Furst Incorporated (Hicks Muse). LIN TV
 Corp. is the parent company of LIN Holdings and its subsidiaries.

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, 2001 in its annual report on Form 10-K, which include 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 collectability 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.

Note 2  Initial Public Offering:

Initial Public Offering: On
 May 2, 2002, LIN TV Corp. completed its initial public offering
 (IPO), in which it issued 19,550,000 shares of common
 stock at a price of $22.00 per share. Proceeds to LIN TV Corp.
 totaled approximately $399.9 million, net of commissions, discounts
 and other offering costs of approximately $30.2 million. The net
 proceeds from the IPO were immediately contributed to LIN TV
 Corp.s subsidiary, LIN Television, through a capital
 contribution. Proceeds from the IPO together with proceeds from the
 redemption of Southwest Sports Group preferred units were used to
 repay substantially all of the outstanding indebtedness of Sunrise
 Television Corp. (Sunrise), repay all of the outstanding indebtedness under the
 Companys senior credit facilities, redeem all of the preferred
 stock of Sunrise, pay discounts, commissions and
 other expenses, including $6.2 million paid on May 2, 2002 and $7.2
 million paid on August 23, 2002 to affiliates of Hicks Muse, and for
 general corporate purposes.

 57 



---



##### Table of Contents



The
 Company used a portion of the IPO proceeds to repay debt and accrued
interest and premiums of $325.0 million. This
 included the repayment of the Companys senior credit
facilities of $192.3 million. In
 addition, the Company used a portion of the IPO proceeds to repay
the Sunrise debt and accrued interest and premiums which
 was recorded at fair market value of $166.0 million. A portion of the Sunrise debt, in
 the amount of a $33.3 million note held by affiliates of Hicks Muse, was exchanged for
 shares of the Companys class B common stock. The Company
repaid the balance of $132.7
 million of the remaining Sunrise debt and accrued intrest and
premiums. In addition, the Company exchanged $54.4 million
 shares of preferred stock held by affiliates of Hicks Muse for shares of the Companys
 class B common stock and made a cash payment of $10.8 million to redeem the balance of
 Sunrise preferred stock held by another investor.

Note 3  Business Combinations and
 Disposals:

UHF
 television channel licenses: In August and September of
 2002, the Federal Communication Commission (FCC)
 auctioned licenses for channels in the 700 MHz UHF television band
 which are currently licensed in most parts of the country for analog
 television channels 54, 55, and 59, but which will be vacated by the
 current licensees upon the transition to digital television service.
 Subject to final FCC approvals, which the Company expects should be forthcoming in the
 fourth quarter of 2002, the Company submitted winning bids totaling $4.3
 million and obtained 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. It is unclear precisely
 when this spectrum will be fully available. The Company recorded
$3.4 million in other long-term assets for a payment made to the
FCC for the right to participate in the auction.

Sunrise
 Acquisition: On May 2, 2002, concurrent with the
 consummation of LIN TV Corp.s initial public offering
 (IPO), LIN TV Corp. acquired all of the common stock of
 Sunrise. The Sunrise
 acquisition added seven stations to the Companys operations,
 six of which are now owned and operated by the Company and one
 station that is operated under a local marketing agreement. LIN TV
 Corp. issued common stock and options with a value of approximately
 $10.3 million in exchange for all of Sunrises common stock and
 options. The Company has accounted for this transaction under the
 purchase method of accounting.

In
 conjunction with the acquisition of Sunrise, the Company sold to
 Smith Television of North Dakota, Inc. (Smith Television)
 the broadcast licenses of Sunrises North Dakota television
 stations for $1.0 million with the Company retaining the other
 operating assets and the cash flow provided by the North Dakota
 television stations. On August 23, 2002, the Company sold these
 remaining assets and associated cash flows to Smith Television for
 $35.0 million.

On May 8, 2002,
 LIN TV Corp contributed its investment in Sunrise to LIN Television
 through a capital contribution.

 58 



---



##### Table of Contents



Sunrise was included in the Companys
 results of operations beginning May 2, 2002, the date of acquisition. The following
 table sets forth pro forma information as if the Sunrise
acquisition, had occurred on January 1, 2001:



|                                                                                                                                                      |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | -------------------------------
|                                                                                                                                                      |  |                                  |        |                                
|                                                                                                                                                      |  | 2002                             |        | 2001                           
|                                                                                                                                                      |  |                                  |        |                                
|Net revenues                                                                                                                                          |  | $                                | 92,927 |                                
|Operating income                                                                                                                                      |  |                                  | 28,067 |                                
|Income (loss) from continuing operations before
 discontinued operations, extraordinary item and cumulative effect of change
 in accounting principle |  |                                  | 5,083  |                                
|Discontinued operations:                                                                                                                              |  |                                  |        |                                
|Loss (income) from discontinued
 operations, net of tax                                                                                               |  |                                  | 151    |                                
|Gain from sale of discontinued operations, net of tax                                                                                                 |  |                                  | (982   | )                              
|Extraordinary item - loss on early
 extinguishment of debt, net of tax                                                                                |  |                                  |       |                                
|Cumulative effect of change in accounting
 principle, net of tax                                                                                      |  |                                  |       |                                
|Net income (loss)                                                                                                                                     |  |                                  | 5,914  |                                

The Company
 acquired the broadcast licenses and certain operating assets of WOTV-TV and WVBT-TV
 during the first quarter of 2002. The Company acquired the broadcast license of
 WCTX-TV during the second quarter of 2002. These business combinations were funded
 by available cash and were accounted for under the purchase method of accounting.
 The Company has been operating WOTV-TV, WVBT-TV, and WCTX-TV under local marketing
 agreements, since October 30, 1991, December 14, 1994, and December 9, 1994, respectively,
 and therefore, pro forma financial results would not differ significantly from actual
 results of operations.

The following
 table summarizes these acquisitions (in thousands):

 59 



---



##### Table of Contents





|                                                             |  | WOTV-TV |                  | WVBT-TV |  | WCTX-TV |                  | Sunrise Television
|------------------------------------------------------------ |  | ------- | ---------------- | ------- |  | ------- | ---------------- | ------------------
|                                                             |  |         |                  |         |  |         |                  |                   
|Acquisition date                                             |  |         | January 29, 2002 |         |  |         | January 31, 2002 |                   
|Fair value of assets and liabilities acquired:               |  |         |                  |         |  |         |                  |                   
|Other current assets                                         |  | $       |                 |         |  | $       |                 |                   
|Property and equipment                                       |  |         | 1,291            |         |  |         |                 |                   
|Broadcast licenses                                           |  |         | 1,581            |         |  |         | 3,029            |                   
|Assets held for sale                                         |  |         |                 |         |  |         |                 |                   
|Other long-term assets                                       |  |         |                 |         |  |         |                 |                   
|Liabilities held for sale                                    |  |         |                 |         |  |         |                 |                   
|Total other liabilities                                      |  |         |                 |         |  |         |                 |                   
|Long-term debt                                               |  |         |                 |         |  |         |                 |                   
|Preferred stock                                              |  |         |                 |         |  |         |                 |                   
|                                                             |  |         |                  |         |  |         |                  |                   
|Total purchase price, including
 direct acquisition expenses |  | $       | 2,872            |         |  | $       | 3,029            |                   
|                                                             |  |         |                  |         |  |         |                  |                   

On April
 22, 2002, the Company sold its interest in WNAC-TV in Providence, Rhode Island,
 to Super Towers, Inc. in exchange for a $2.5 million promissory note due June 10,
 2006. Interest on the note is calculated at 7% per annum and is payable annually
 commencing on December 31, 2002. The Company recognized a gain of
approximately $69,000 on the
 sale of WNAC-TV. The owner of Super Towers, Inc. is a relative of an executive officer
 of the Company. The Company continues to operate the station pursuant to a local
 marketing agreement.

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 at
 September 30, 2002 and December 31, 2001 (in thousands):



|                         |  | September 30, |        | December 31,
|------------------------ |  | ------------- | ------ | ------------
|                         |  | 2002          |        | 2001        
|                         |  |               |        |             
|NBC joint venture        |  | $             | 60,781 |             
|WAND (TV) Partnership    |  |               | 13,691 |             
|Banks Broadcasting, Inc. |  |               | 12,412 |             
|                         |  |               |        |             
|                         |  |               | 86,884 |             
|Southwest Sports Group   |  |               |       |             
|                         |  |               |        |             
|                         |  | $             | 86,884 |             
|                         |  |               |        |             

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 $408,000 and $1.0
 million from the joint venture in the three and nine months ended September 30,
 2002, respectively. The Company received distributions of $163,000 and $6.6 million
 in the three and nine months ended September 30, 2001, respectively. The following
 presents the summarized financial information of the joint venture (in thousands):

 60 



---



##### Table of Contents





|                        | Three Months Ended September 30, |                  | Nine Months Ended September 30,
|----------------------- | -------------------------------- | ---------------- | -------------------------------
|                        |                                  |                  |                                
|                        | 2002                             | 2001             |                                
|                        |                                  |                  |                                
|                       
|
|Net revenues            | $                                | 39,968           |                                
|Operating income        |                                  | 22,692           |                                
|Net income (loss)       |                                  | 6,344            |                                
|                        |                                  |                  |                                
|                        | September 30,2002                | December 31,2001 |                                
|                        |                                  |                  |                                
|                        |                                  |                  |                                
|Current assets          | $                                | 26,257           |                                
|Non-current assets      |                                  | 262,302          |                                
|Current liabilities     |                                  | 17,216           |                                
|Non-current liabilities |                                  | 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 certain 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 $145,000 and $1.2 million
as of September 30, 2002 and December 31, 2001,
 respectively. The following presents the summarized financial information of the WAND (TV)
 Partnership (in thousands):



|                        | Three Months Ended September 30, |                  | Nine Months Ended September 30,
|----------------------- | -------------------------------- | ---------------- | -------------------------------
|                        |                                  |                  |                                
|                        | 2002                             | 2001             |                                
|                        |                                  |                  |                                
|                        |                                  |                  |                                
|Net revenues            | $                                | 2,007            |                                
|Operating income (loss) |                                  | 429              |                                
|Net income (loss)       |                                  | 434              |                                
|                        |                                  |                  |                                
|                        | September 30,2002                | December 31,2001 |                                
|                        |                                  |                  |                                
|                        |                                  |                  |                                
|Current assets          | $                                | 3,629            |                                
|Non-current assets      |                                  | 33,977           |                                
|Current liabilities     |                                  | 534              |                                

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
 certain 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

 61 



---



##### Table of Contents



Broadcasting, Inc. under this
 arrangement were approximately $1.1 million and $900,000 as of
 September 30, 2002 and December 31, 2001, respectively. The following presents the summarized financial
 information of Banks Broadcasting, Inc. (in thousands):



|                           | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|-------------------------- | ------------------------------- | ------ | ------------------------------
|                           |                                 |        |                               
|                           |                                 | 2002   |                               
|                           |                                 |        |                               
|                           |                                 |       
|Net revenues               | $                               | 1,198  |                               
|Operating loss             |                                 | (414   | )                             
|Net loss                   |                                 | (1,092 | )                             
|                           |                                 |        |                               
|                           | September 30,2002               |        | December 31,2001              
|                           |                                 |        |                               
|                           |                                 |        |                               
|Current assets             | $                               | 2,168  |                               
|Non-current assets         |                                 | 27,570 |                               
|Current liabilities        |                                 | 1,799  |                               
|Non-current liabilities    |                                 | 1,222  |                               
|Redeemable preferred stock |                                 | 298    |                               

Southwest Sports Group Holdings, LLC: On May 2, 2002, Southwest
 Sports Group Holdings, LLC (SSG) redeemed all 500,000 Series
 A Preferred Units from the Company for an aggregate redemption price of $60.8 million,
 resulting in a gain of approximately $3.8 million to the Company.

Other Investments: The Company, in second quarter of this year, recorded a loss of
 approximately $2.8 million in other expenses on an equity investment in an internet company. This
 amount reflects an impairment of the Companys initial investment as a result of a reduction in the
 value of the internet company which, in the opinion of management, is other than temporary.

Note 5  Intangible Assets:

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

 62 



---



##### Table of Contents





|                               | September 30,2002 |           | December 31,2001
|------------------------------ | ----------------- | --------- | ----------------
|                               |                   |           |                 
|Amortized Intangible Assets:   |                   |           |                 
|LMA purchase options           | $                 | 500       |                 
|Network affiliations           |                   | 422       |                 
|Income leases                  |                   | 393       |                 
|Accumulated amortization       |                   | (408      | )               
|                               |                   |           |                 
|                               |                   | 907       |                 
|                               |                   |           |                 
|Unamortized Intangible Assets: |                   |           |                 
|Broadcast licenses             |                   | 1,129,496 |                 
|Goodwill                       |                   | 595,762   |                 
|                               |                   |           |                 
|                               |                   | 1,725,258 |                 
|                               |                   |           |                 
|                               |                   |           |                 
|Total intangible assets        | $                 | 1,726,165 |                 
|                               |                   |           |                 

Amortization
 expense was approximately $11.8 million and $33.4 million for the three and nine
 months ended September 30, 2001, respectively. There was approximately $167,000 and $333,000 of
 amortization expense recorded on the local marketing agreement (LMA) purchase option for the
 three and nine months ended September 30, 2002. The Company expects that the LMA purchase
 option will be fully amortized at December 31, 2002. The Company has recorded approximately
 $80,000 of amortization expense on network affiliation agreements and favorable income leases. 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.

In accordance with the provisions of Statement of
 Financial Accounting Standards (SFAS) No. 142 Goodwill and Other
 Intangible Assets, the Company
 has discontinued the amortization of goodwill and broadcast licenses. As required
 by SFAS No. 142, the Company has also completed a transitional impairment test for goodwill
 and broadcast licenses as of January 1, 2002. The transitional impairment test for broadcast licenses
 consisted of a comparison of the fair value of broadcast licenses with their respective carrying
 amounts on a station by station basis using a discounted cash flow valuation method that
 excludes network compensation payments, assuming a hypothetical startup whose only asset
 is its broadcast license. Where the carrying amount was less than fair value, an impairment loss
 was recognized and recorded as a cumulative effect of a change in accounting principle in accordance
 with the provisions of SFAS No. 142. Based on 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.

 63 



---



##### Table of Contents



The first step of the goodwill transitional impairment test compared the
 fair value of a station with its carrying amount,
 including goodwill. The fair value of a station was determined through the use of
 a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model
 reflected historical performance of the station and prevailing values in the markets for broadcasting
 properties. As the fair value of the stations exceeded their carrying value amounts, goodwill was not
 considered impaired.

The following table shows,
 on a pro forma basis, what the Companys net income (loss) and net income (loss) per
 common share would have been if the new accounting standards had been applied to
 the prior year period, net of tax benefit (in thousands):



|                                             | Three Months Ended September 30, |       | Nine Months Ended September 30,
|-------------------------------------------- | -------------------------------- | ----- | -------------------------------
|                                             |                                  |       |                                
|                                             | 2002                             |       | 2001                           
|                                             |                                  |       |                                
|Reported net income (loss)                   | $                                | 5,914 |                                
|Addback: goodwill amortization, net of tax   |                                  |      |                                
|Addback: intangible amortization, net of tax |                                  |      |                                
|                                             |                                  |       |                                
|Adjusted net income (loss)                   | $                                | 5,914 |                                
|                                             |                                  |       |                                

 64 



---



##### Table of Contents



Note 6  Derivative Instruments:

The Company
 uses derivative instruments to manage exposure to interest rate risks. The Company
 uses interest rate collar, cap and swap arrangements, not designated as hedging instruments under
 SFAS No. 133, in the notional amount of $55.0 million and $430.0 million at September 30, 2002
 and December 31, 2001, respectively, to mitigate the impact of the variability in interest rates in
 connection with its variable rate senior credit facility and fixed rate senior notes. The aggregate fair
 value of the arrangements at September 30, 2002 was a liability of approximately $516,000. Other
 (income) expense for the three and nine month periods ended September 30, 2002 includes income of
 $2.9 million and $5.0 million, respectively, from the marking-to-market of these derivative
 instruments, compared to a loss of $3.2 million and $5.2 million, respectively, for the same periods
 last year.

Note 7  Debt:

Debt consisted of
 the following (in thousands):



|                                                                                                                                                  | September 30,2002 |          | December 31,2001
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -------- | ----------------
|                                                                                                                                                  |                   |          |                 
|Senior Credit Facilities                                                                                                                          | $                 |         |                 
|$210,000, 8% Senior Notes due 2008
 (net of discount of $6,289 and $7,165 at September 30, 2002 and December 31, 2001, respectively)              |                   | 203,711  |                 
|$300,000, 8 3/8% Senior Subordinated Notes
 due 2008 (net of discount of $381 and $432 at September 30, 2002 and December 31, 2001, respectively) |                   | 299,619  |                 
|$325,000, 10% Senior Discount Notes due 2008
 (net of discount of $12,936 and $34,935 at September 30, 2002 and December 31, 2001, respectively)  |                   | 312,064  |                 
|$100,000, 10% Senior Discount Notes due 2008
 (net of discount of $13,390 and $21,045 at September 30, 2002 and December 31, 2001, respectively)  |                   | 86,610   |                 
|$2,500, 7% STC Broadcasting Note due 2006                                                                                                         |                   |         |                 
|                                                                                                                                                  |                   |          |                 
|Total debt                                                                                                                                        |                   | 902,004  |                 
|Less current portion                                                                                                                              |                   | (125,000 | )               
|                                                                                                                                                  |                   |          |                 
|Total long-term debt                                                                                                                              | $                 | 777,004  |                 
|                                                                                                                                                  |                   |          |                 

On
 April 24, 2002, LIN Television obtained certain
 amendments to its existing Senior Credit Facilities which (i) increased the aggregate
 amount available under the Incremental Term Loans from $75.0 million to $150.0 million (ii) increased
 the amount available under the revolving portion of the Senior Credit Facilities from $160.0 million
 to $191.9 million of committed facilities, with the flexibility to increase the revolving
 portion to $235.0 million and (iii) provided for the amendment of certain financial covenants
 and financial ratio requirements. The Company paid $655,000 in fees in connection with the amendment.
     On May 8, 2002, the
 Company repaid all of the outstanding indebtness due under the senior credit

 65 



---



##### Table of Contents



facilities from proceeds of its initial public offering.
 The extraordinary item in the nine months ended September 30, 2002 of $1.6 million, net
 of a tax benefit of $860,000, relates to the write-off of unamortized deferred financing costs in
 connection with the early settlement of the senior
 credit facilities.     The Company
 recorded, as a part of the Sunrise acquisition,
 the fair value of the Sunrise debt and accrued interest and premiums
of $166.0 million. On May 2, 2002, the
 Company exchanged a portion of this debt, a $33.3
 million note held by affiliates of Hicks Muse, for shares of the Companys class B common stock. On
 May 8, 2002, the Company repaid the balance of $132.7 million of the
remaining Sunrise debt and
accrued interest and premiums. In
 addition, the Company exchanged $54.4 million of Sunrise preferred stock held by affiliates of Hicks
 Muse for shares of the Companys class B common stock and made a cash payment to redeem the
 balance of $10.8 million of Sunrise preferred stock held by another investor.
     On May 8, 2002, in connection with the
 termination of its monitoring and oversight agreement,
 the Company issued a promissory note maturing on May 8, 2003, in the amount of $7.1 million at an
 interest rate of 10% per annum to Hicks, Muse & Co. Partners, L.P. (Hicks Muse Partners), an
 affiliate of the Companys ultimate parent. On August 23,
2002, the Company repaid the balance of the Hicks Muse Partners
promissory note, including all accrued and unpaid interest, totaling
$7.3 million.

Note 8  Related Party Transactions:
     Monitoring and Oversight Agreement:
 The Company was party to an agreement with Hicks,
 Muse & Co. Partners, L.P. (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 fee
 for the nine months ended September 30, 2002 was approximately $368,000. The fees for the three
 and nine months ended September 30, 2001 were approximately $313,000 and $939,000,
 respectively. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2,
 2002 as noted below.Financial Advisory Agreement: The Company is also party
 to an agreement with Hicks Muse Partners, pursuant to which Hicks Muse Partners,
 prior to amending the agreement, received a fee equal to 1.5% of the total value of
 certain transactions in which the Company was involved and reimbursement of certain expenses.
 Transactions subject to this agreement include a tender offer, acquisition, sale, merger,
 exchange offer, recapitalization, restructuring or other similar transaction. The Company
 did not incur any fees under this arrangement for the periods ended September 30, 2002 or 2001.
     On May 2, 2002, the
 Company and Hicks Muse agreed to terminate the monitoring and oversight agreement
 with Hicks Muse Partners and amend the financial advisory agreement with Hicks Muse Partners to
 eliminate the terms requiring the payment of transaction fees, 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. The Company repaid Hicks Muse
 Partners the principal balance of this note together with all accrued and unpaid interest, an amount

 66 



---



##### Table of Contents



totaling $7.3 million, on August 23, 2002.

Note 9  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 quarter ended March 31, 2002 the
 Company recorded a non-cash charge of $19.9 million as part of its provision for income taxes to
 establish a valuation allowance against its deferred tax assets. This entry has no impact on the
 Companys cash flows.

Note 10  Restructuring Charge:

   
  The Companys 2002 operating budget included a plan to reduce
station headcount by approximately 10% or 174 employees
(full-time equivalent employees) as a result of centralizing the
master control transmission facilities, adding automation to the
production of locally produced news programming and other general
reductions. This reduction in headcount was offset by additions in
headcount due to the acquisition of the Sunrise television stations,
the acquisition of WNLO-TV and the staffing of the master control
hubbing centers in Indianapolis, Indiana and Springfield,
Massachusetts.

   
  As a result of centralizing the master control
transmission facilities in Indianapolis, Indiana and Springfield,
Massachusetts, the Company recorded and pre-tax restructuring charge
of approximately $931,000 for severance pay and benefits relating to
the termination of 80 employees (full time equivalent employees)
in the master control, sales support and business office areas in the
quarter ended September 30, 2002. All employees had been
informed of their termination benefits in the period that the charge
was recorded. The Company has paid approximately $312,000 for
severance pay and benefits through September 30, 2002 and
expects to pay the balance during the fourth quarter of 2002 and the
first quarter of 2003.

Note 11  Discontinued
 Operations:

     
On May 2, 2002, in conjunction with the acquisition of
 Sunrise Television Corp. (Sunrise), the Company 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 with the Company retaining the other operating assets and the cash flows provided by
 the North Dakota television stations. On August 23, 2002, the Company sold these remaining assets to
 Smith Television for $35.0 million. Accordingly, the financial results of these television stations
 are accounted for as discontinued operations under the provisions of Statement of Financial
 Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
 Assets. The loss of $151,000 from discontinued operations for the three months ended
 September 30, 2002, the income of $125,000 from discontinued operations for the nine months
 ended September 30, 2002 and the gain of $982,000 on the sale of discontinued operations,

 67 



---



##### Table of Contents



net of tax, have been excluded from continuing operations
 and included in discontinued operations.Note 12  Recent Accounting
 Pronouncement:
     In June 2002, the FASB
 issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
 Activities (SFAS 146). This
 statement addresses financial accounting and reporting for costs
 associated with exit or disposal activities and nullified EITF Issue No. 94-3, Liability
 Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
 (including Certain Costs Incurred in a Restructuring) (EITF 94-3). SFAS
 146 requires that a
 liability for a cost associated with an exit or disposal activity be recognized when the liability is
 incurred. EITF 94-3 allowed for an exit cost liability to be recognized at the date of an entitys
 commitment to an exit plan. SFAS 146 also requires that liabilities recorded in connection with exit
 plans be initially measured at fair value. The provisions of SFAS 146 are effective for exit or disposal
 activities that are initiated after December 31, 2002, with early adoption encouraged. The Company
 does not expect that the adoption of SFAS 146 will have a material impact on its financial position or
 results of operations.

 68 



---



##### Table of Contents



LIN TELEVISION CORPORATION
Condensed Consolidated Balance Sheets(In thousands, except share data)



|                                                                                         |  | September 30,2002 |           | December 31,2001
|---------------------------------------------------------------------------------------- |  | ----------------- | --------- | ----------------
|                                                                                         |  |                   |           |                 
|                                                                                         |  | (unaudited)       |           |                 
|ASSETS                                                                                   |  |                   |           |                 
|Current assets:                                                                          |  |                   |           |                 
|Cash and cash equivalents                                                                |  | $                 | 121,982   |                 
|Investments                                                                              |  |                   | 61,418    |                 
|Accounts receivable, less
allowance for doubtful accounts (2002 - $2,970; 2001 - $1,802) |  |                   | 63,349    |                 
|Program rights                                                                           |  |                   | 20,820    |                 
|Other current assets                                                                     |  |                   | 2,419     |                 
|                                                                                         |  |                   |           |                 
|Total current assets                                                                     |  |                   | 269,988   |                 
|Property and equipment, net                                                              |  |                   | 207,072   |                 
|Deferred financing costs                                                                 |  |                   | 19,386    |                 
|Equity investments                                                                       |  |                   | 86,884    |                 
|Investment in Southwest Sports Group, at cost plus accrued interest                      |  |                   |          |                 
|Program rights                                                                           |  |                   | 1,635     |                 
|Intangible assets, net                                                                   |  |                   | 1,726,165 |                 
|Other assets                                                                             |  |                   | 9,375     |                 
|                                                                                         |  |                   |           |                 
|Total Assets                                                                             |  | $                 | 2,320,505 |                 
|                                                                                         |  |                   |           |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                     |  |                   |           |                 
|Current liabilities:                                                                     |  |                   |           |                 
|Accounts payable                                                                         |  | $                 | 5,311     |                 
|Accrued income taxes                                                                     |  |                   | 6,116     |                 
|Accrued interest expense                                                                 |  |                   | 6,534     |                 
|Accrued sales volume discount                                                            |  |                   | 3,787     |                 
|Other accrued expenses                                                                   |  |                   | 17,704    |                 
|Program obligations                                                                      |  |                   | 22,304    |                 
|                                                                                         |  |                   |           |                 
|Total current liabilities                                                                |  |                   | 61,756    |                 
|Long-term debt, excluding current portion                                                |  |                   | 503,330   |                 
|Deferred income taxes                                                                    |  |                   | 521,257   |                 
|LIN Holdings tax sharing obligations                                                     |  |                   | 8,364     |                 
|Program obligations                                                                      |  |                   | 6,145     |                 
|Other liabilities                                                                        |  |                   | 4,612     |                 
|                                                                                         |  |                   |           |                 
|                                                                                         |  |                   |           |                 
|Total liabilities                                                                        |  |                   | 1,105,464 |                 
|                                                                                         |  |                   |           |                 
|Stockholders equity:                                                                    |  |                   |           |                 
|Common stock, $0.01 par value: 1,000 shares authorized, issued and outstanding           |  |                   |          |                 
|Additional paid-in capital                                                               |  |                   | 1,321,913 |                 
|Accumulated deficit                                                                      |  |                   | (106,872  | )               
|                                                                                         |  |                   |           |                 
|Total stockholders equity                                                               |  |                   | 1,215,041 |                 
|                                                                                         |  |                   |           |                 
|Total liabilities and stockholders equity                                               |  | $                 | 2,320,505 |                 
|                                                                                         |  |                   |           |                 

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

 69 



---



##### Table of Contents



LIN TELEVISION CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF
 OPERATIONS(unaudited)(In thousands)



|                                                                                                                                                                       | Three Months Ended September 30, |        | Nine Months Ended September 30,
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------ | -------------------------------
|                                                                                                                                                                       |                                  |        |                                
|                                                                                                                                                                       | 2002                             |        | 2001                           
|                                                                                                                                                                       |                                  |        |                                
|Net revenues                                                                                                                                                           | $                                | 92,927 |                                
|Operating costs and expenses:                                                                                                                                          |                                  |        |                                
|Direct operating                                                                                                                                                       |                                  | 26,563 |                                
|Selling, general and administrative                                                                                                                                    |                                  | 20,972 |                                
|Corporate                                                                                                                                                              |                                  | 2,978  |                                
|Amortization of program rights                                                                                                                                         |                                  | 5,604  |                                
|Depreciation and amortization of intangible assets                                                                                                                     |                                  | 7,812  |                                
|Restructuring charge                                                                                                                                                   |                                  | 931    |                                
|                                                                                                                                                                       |                                  |        |                                
|Total operating costs and expenses                                                                                                                                     |                                  | 64,860 |                                
|                                                                                                                                                                       |                                  |        |                                
|Operating income                                                                                                                                                       |                                  | 28,067 |                                
|Other (income) expense:                                                                                                                                                |                                  |        |                                
|Interest expense                                                                                                                                                       |                                  | 14,066 |                                
|Investment income                                                                                                                                                      |                                  | (874   | )                              
|Share of (income) loss in equity investments                                                                                                                           |                                  | (155   | )                              
|(Gain) loss on derivative instruments                                                                                                                                  |                                  | (2,854 | )                              
|Gain on redemption of investment in Southwest Sports Group                                                                                                             |                                  |       |                                
|Fee on termination of Hicks Muse agreements                                                                                                                            |                                  |       |                                
|Loss on impairment of investment                                                                                                                                       |                                  |       |                                
|Other, net                                                                                                                                                             |                                  | (12    | )                              
|                                                                                                                                                                       |                                  |        |                                
|Total other expense, net                                                                                                                                               |                                  | 10,171 |                                
|                                                                                                                                                                       |                                  |        |                                
|Income (loss) from continuing operations before provision for (benefit from)
 income taxes, extraordinary item and cumulative effect of change in accounting principle |                                  | 17,896 |                                
|Provision for (benefit from) income taxes                                                                                                                              |                                  | 6,589  |                                
|                                                                                                                                                                       |                                  |        |                                
|Income (loss) from continuing operations before extraordinary item and
 cummulative effect of change in accounting principle                                           |                                  | 11,307 |                                
|Discontinued operations:                                                                                                                                               |                                  |        |                                
|Loss (income) from discontinued
operations, net of tax benefit of $81 and tax
 provision of $67 for the three and nine months ended September 30, 2002, respectively.  |                                  | 151    |                                
|Gain from sale of discontinued operations, net of tax provision of $425                                                                                                |                                  | (982   | )                              
|Extraordinary item - loss on early extinguishment of debt, net of tax benefit
 (2002: $860; 2001: $2,400)                                                              |                                  |       |                                
|Cumulative effect of change in accounting principle, net of tax benefit of $16,525                                                                                     |                                  |       |                                
|                                                                                                                                                                       |                                  |        |                                
|Net income (loss)                                                                                                                                                      | $                                | 12,138 |                                
|                                                                                                                                                                       |                                  |        |                                

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

 70 



---



##### Table of Contents



LIN TELEVISION
CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS(unaudited)(In
 thousands)



|                                                                                                           | Nine Months Ended September 30,
|---------------------------------------------------------------------------------------------------------- | -------------------------------
|                                                                                                           |                                
|                                                                                                           | 2002                           
|Net cash provided by operating activities                                                                  |                                
|                                                                                                           |                                
|INVESTING ACTIVITIES:                                                                                      |                                
|Capital expenditures                                                                                       |                                
|Proceeds from disposals of property and equipment                                                          |                                
|Proceeds from sale of broadcast license                                                                    |                                
|Sale of North Dakota stations                                                                              |                                
|Net purchase of short-term
investments                                                                     |                                
|Investment in Banks Broadcasting, Inc.                                                                     |                                
|Cash and cash equivalents acquired through merger with Sunrise Television and
 contributed by LIN TV Corp. |                                
|Capital distributions from equity investments                                                              |                                
|Payments for business combinations                                                                         |                                
|Local marketing agreement expenditures                                                                     |                                
|Proceeds from redemption of SSG preferred units                                                            |                                
|                                                                                                           |                                
|Net cash provided by (used in) investing activities                                                        |                                
|                                                                                                           |                                
|FINANCING ACTIVITIES:                                                                                      |                                
|Redemption of Sunrise Television preferred stock                                                           |                                
|Proceeds from long-term debt                                                                               |                                
|Proceeds from stock option exercises                                                                       |                                
|Capital contribution from LIN Holdings                                                                     |                                
|Capital contribution from LIN TV Corp. of net proceeds from initial public offering                        |                                
|Net (payments) proceeds from (on) revolver debt                                                            |                                
|Principal payments on short-term debt                                                                      |                                
|Principal payments on long-term debt                                                                       |                                
|Financing costs incurred on issuance of long-term debt                                                     |                                
|                                                                                                           |                                
|Net cash provided by financing activities                                                                  |                                
|                                                                                                           |                                
|Net increase in cash and cash equivalents                                                                  |                                
|Cash and cash equivalents at the beginning of the period                                                   |                                
|                                                                                                           |                                
|Cash and cash equivalents at the end of the period                                                         | $                              
|                                                                                                           |                                

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

 71 



---



##### Table of Contents



LIN Television
 CorporationNotes 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 Holdings and its subsidiaries are affiliates of Hicks,
 Muse, Tate & Furst Incorporated (Hicks Muse). LIN TV Corp. is the parent company of LIN Holdings
 and its subsidiaries.

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, 2001 in its annual report on Form 10-K
 which include 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
 collectability 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.

Note 2  Initial Public Offering:

Initial Public Offering: On May 2,
 2002, LIN TV Corp. completed its initial public offering (IPO), in which it issued 19,550,000
 shares of common stock at a price of $22.00 per share. Proceeds to LIN TV Corp. totaled
 approximately $399.9 million, net of commissions, discounts and other offering costs of
 approximately $30.2 million. The net proceeds from the IPO were immediately contributed to
 LIN TV Corp.s subsidiary, LIN Television, through a capital contribution. Proceeds from the
 IPO together with proceeds from the redemption of Southwest Sports Group preferred units were
 used to repay substantially all of the outstanding indebtedness of
Sunrise Television Corp. (Sunrise),
 repay all of the outstanding indebtedness under the Companys senior credit facilities, redeem
 all of the preferred stock of Sunrise, pay discounts, commissions and other
 expenses, including $6.2 million paid on May 2, 2002 and $7.2 million paid on August 23,

 72 



---



##### Table of Contents



2002 to affiliates of Hicks Muse, and
 for general corporate purposes.
     The Company used a portion of the IPO
proceeds to repay debt and accrued interest and premiums of
 $325.0 million. This included the repayment of the Companys senior credit facilities of
 $192.3 million. In addition, the Company used a portion of the IPO proceeds to repay the
 Sunrise debt and accrued interest and premiums which was recorded at
fair value of $166.0 million. A portion of the
 Sunrise debt, in the amount of a $33.3 million note held by affiliates of Hicks Muse,
 was exchanged for shares of the Companys class B common stock. The Company repaid the balance
 of $132.7 million of the remaining Sunrise debt and accrued interest
and premiums. In addition, the
Company exchanged $54.4 million
 shares of preferred stock held by affiliates of Hicks Muse for shares of the Companys class B
 common stock and made a cash payment of $10.8 million to redeem the balance of Sunrise preferred
 stock held by another investor.

Note 3  Business Combinations and Disposals:

UHF television channel licenses:
 In August and September of 2002, the Federal Communication Commission
 (FCC) auctioned licenses for channels in
 the 700 MHz UHF television band which are currently licensed in most parts of the country for analog
 television channels 54, 55, and 59, but which will be vacated by the current licensees upon
 the transition to digital television service. Subject to final FCC
approvals, which the Company expects should be
 forthcoming in the fourth quarter of 2002, the Company submitted winning bids totaling $4.3 million and
 obtained 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.
 It is unclear precisely when this spectrum will be fully available.
The Company recorded $3.4 million in other long-term assets for
a payment made to the FCC for the right to participate in
the auction.

Sunrise Acquisition:
 On May 2, 2002,
 concurrent with the consummation of the LIN TV Corp.s initial public offering (IPO),
 the Company acquired all of the common stock of Sunrise. The Sunrise
 acquisition added seven stations to the Companys operations, six of which are now owned
 and operated by the Company and one station that is operated under a local marketing agreement.
 LIN TV Corp. issued common stock and options with a value of approximately $10.3 million in
 exchange for all of Sunrises common stock and options. The Company has accounted for this
 transaction under the purchase method of accounting.

In conjunction with the
 acquisition of Sunrise, the Company sold to Smith Television of North Dakota, Inc.
 (Smith Television) the broadcast licenses of Sunrises North Dakota television stations for
 $1.0 million with the Company retaining the other operating assets and the cash flow provided by
 the North Dakota television stations until August 23, 2002, the Company sold these remaining
 assets and associated cash flows to Smith Television for $35.0 million.

On May 8, 2002, LIN TV Corp contributed its investment in Sunrise to LIN Television through a
 capital contribution.

 73 



---



##### Table of Contents



Sunrise was included in the Companys results
 of operations beginning May 2, 2002, the date of acquisition. The following table
 sets forth pro forma information as if the Sunrise acquisition had
occurred on January 1, 2001:



|                                                                                                                                                      |  | Three
 Months Ended September 30, |   | Nine
 Months Ended September 30,
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | - | --------------------------------
|                                                                                                                                                      |  |                                   |   |                                 
|                                                                                                                                                      |  | 2002                              |   | 2001                            
|                                                                                                                                                      |  |                                   |   |                                 
|Net revenues                                                                                                                                          |  | 92,927                            |   |                                 
|Operating income                                                                                                                                      |  | 28,067                            |   |                                 
|Income (loss) from continuing
 operations before discontinued operations, extraordinary item and cumulative
 effect of change in accounting principle |  | 11,307                            |   |                                 
|Discontinued operations:                                                                                                                              |  |                                   |   |                                 
|Loss (income) from discontinued operations,
 net of tax                                                                                               |  | 151                               |   |                                 
|Gain from sale of discontinued
 operations, net of tax                                                                                                |  | (982                              | ) |                                 
|Extraordinary item - loss on early extinguishment
 of debt, net of tax                                                                                |  |                                  |   |                                 
|Cumulative effect of change in accounting
 principle, net of tax                                                                                      |  |                                  |   |                                 
|Net income (loss)                                                                                                                                     |  | 12,138                            |   |                                 
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     



The Company acquired
 the broadcast licenses and certain operating assets of WOTV-TV and WVBT-TV during the first
 quarter of 2002. The Company acquired the broadcast license of WCTX-TV during the second
 quarter of 2002. These business combinations were funded by available cash and were accounted for
 under the purchase method of accounting. The Company has been operating WOTV-TV, WVBT-TV,
 and WCTX-TV under local marketing agreements, since October 30, 1991, December 14, 1994,
 and December 9, 1994, respectively, and therefore, pro forma financial results would not
 differ significantly from actual results of operations.

The following table summarizes these
 acquisitions (in thousands):



|                                                             |  |                  |         |                  |   |                |  |             |         |  |   | Sunrise    |  
|------------------------------------------------------------ |  | ---------------- | ------- | ---------------- | - | -------------- |  | ----------- | ------- |  | - | ---------- | -
|                                                             |  |                  | WOTV-TV |                  |   | WVBT-TV        |  |             | WCTX-TV |  |   | Television |  
|                                                             |  |                  |         |                  |   |                |  |             |         |  |   |            |  
|Acquisition date                                             |  | January 29, 2002 |         | January 31, 2002 |   | April 30, 2002 |  | May 2, 2002
|Fair value of assets and liabilities acquired:               |  |                  |         |                  |   |                |  |             |         |  |   |            |  
|Other current assets                                         |  | $                |        |                  | $ |               |  | $           |        |  | $ | 19,812     |  
|Property and equipment                                       |  |                  | 1,291   |                  |   |               |  |             |        |  |   | 36,988     |  
|Broadcast licenses                                           |  |                  | 1,581   |                  |   | 3,029          |  |             | 4,739   |  |   | 166,613    |  
|Assets held for sale                                         |  |                  |        |                  |   |               |  |             |        |  |   | 37,850     |  
|Other long-term assets                                       |  |                  |        |                  |   |               |  |             |        |  |   | 6,410      |  
|Liabilities held for sale                                    |  |                  |        |                  |   |               |  |             |        |  |   | (1,850     | )
|Total other liabilities                                      |  |                  |        |                  |   |               |  |             |        |  |   | (24,361    | )
|Long-term debt                                               |  |                  |        |                  |   |               |  |             |        |  |   | (166,038   | )
|Preferred stock                                              |  |                  |        |                  |   |               |  |             |        |  |   | (65,169    | )
|                                                             |  |                  |         |                  |   |                |  |             |         |  |   |            |  
|Total purchase price,
 including direct acquisition expenses |  | $                | 2,872   |                  | $ | 3,029          |  | $           | 4,739   |  | $ | 10,255     |  
|                                                             |  |                  |         |                  |   |                |  |             |         |  |   |            |  

On April 22,
 2002, the Company sold its interest in WNAC-TV in Providence, Rhode Island, to

 74 



---



##### Table of Contents



Super Towers, Inc. in exchange for a $2.5 million
 promissory note due June 10, 2006. Interest on the note is calculated at 7% per annum and
 is payable annually commencing on December 31, 2002. The Company
recognized a gain of approximately $69,000 on
 the sale of WNAC-TV. The owner of Super Towers, Inc. is a relative of an executive officer of
 the Company. The Company continues to operate the station pursuant to a local marketing
 agreement.

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 at September 30, 2002 and December 31, 2001 (in thousands):



|                         |  | September 30, |        | December 31,
|------------------------ |  | ------------- | ------ | ------------
|                         |  | 2002          |        | 2001        
|                         |  |               |        |             
|NBC joint venture        |  | $             | 60,781 |             
|WAND (TV) Partnership    |  |               | 13,691 |             
|Banks Broadcasting, Inc. |  |               | 12,412 |             
|                         |  |               |        |             
|                         |  |               | 86,884 |             
|Southwest Sports Group   |  |               |       |             
|                         |  |               |        |             
|                         |  | $             | 86,884 |             
|                         |  |               |        |             

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 $408,000 and $1.0 million from the joint
 venture in the three and nine months ended September 30, 2002, respectively. The Company
 received distributions of $163,000 and $6.6 million in the three and nine months ended
 September 30, 2001, respectively. The following presents the summarized financial information
 of the joint venture (in thousands):



|                        | Three Months
 Ended September 30, |         | Nine Months
 Ended September 30, |  
|----------------------- | --------------------------------- | ------- | -------------------------------- | -
|                        | 2002                              |         | 2001                             |  
|Net revenues            | $                                 | 39,968  |                                  | $
|Operating income (loss) |                                   | 22,692  |                                  |  
|Net income (loss)       |                                   | 6,344   |                                  |  
|                        |                                   |         |                                  |  
|                        | September
 30,                    |         | December
 31,                    |  
|                        | 2002                              |         | 2001                             |  
|Current assets          | $                                 | 26,257  |                                  | $
|Non-current assets      |                                   | 262,302 |                                  |  
|Current liabilities     |                                   | 17,216  |                                  |  
|Non-current liabilities |                                   | 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 certain management,

 75 



---



##### Table of Contents



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 $145,000 and $1.2 million as of
September 30, 2002 and December 31, 2001, respectively.
 The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):



|                        |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30, | 
|----------------------- |  | ------------------------------- | ----- | ------------------------------ | 
|                        |  |                                 |       |                               
|                        |  | 2002                            |       | 2001                           | 
|                        |  |                                 |       |                                | 
|Net revenues            |  | $                               | 2,007 |                                | 
|Operating income (loss) |  |                                 | 429   |                                | 
|Net income (loss)       |  |                                 | 434   |                                | 
|                        |  |                                 |       |                                | 

|                    |  | September 30,2002 |        | December 31,2001 | 
|------------------- |  | ----------------- | ------ | ---------------- | 
|                    |  |                   |        |                  | 
|Current assets      |  | $                 | 3,629  |                  | 
|Non-current assets  |  |                   | 33,977 |                  | 
|Current liabilities |  |                   | 534    |                  | 

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 certain
 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 $1.1
million and $900,000 as of
 September 30, 2002 and December 31, 2001, respectively. The following presents the summarized financial
information of Banks Broadcasting, Inc. (in thousands):

 76 



---



##### Table of Contents





|               |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|-------------- |  | ------------------------------- | ------ | ------------------------------
|               |  |                                 |        |                               
|               |  | 2002                            |        | 2001                          
|               |  |                                 |        |                               
|Net revenues   |  | $                               | 1,198  |                               
|Operating loss |  |                                 | (414   | )                             
|Net loss       |  |                                 | (1,092 | )                             
|               |  |                                 |        |                               



|                           |  | September 30, |        | December 31,
|-------------------------- |  | ------------- | ------ | ------------
|                           |  | 2002          |        | 2001        
|                           |  |               |        |             
|Current assets             |  | $             | 2,168  |             
|Non-current assets         |  |               | 27,570 |             
|Current liabilities        |  |               | 1,799  |             
|Non-current liabilities    |  |               | 1,222  |             
|Redeemable preferred stock |  |               | 298    |             

Southwest Sports
 Group Holdings, LLC: On May 2,
 2002, Southwest Sports Group Holdings, LLC (SSG) redeemed
 all 500,000 Series A Preferred Units from the Company for an aggregate redemption price of $60.8
 million, resulting in a gain of approximately $3.8 million to the Company.

Other
 Investments: The Company, in second quarter of this year, recorded a loss of approximately $2.8 million in other
 expenses on an equity investment in an internet company. This amount reflects an impairment of the
Companys initial investment as a result of a reduction in the value of the internet company which,
in the opinion of management, is other than temporary.

Note 5  Intangible Assets:

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



|                               |  | September 30, 2002 |           | December 31,2001
|------------------------------ |  | ------------------ | --------- | ----------------
|                               |  |                    |           |                 
|Amortized Intangible Assets:   |  |                    |           |                 
|LMA purchase options           |  | $                  | 500       |                 
|Network affiliations           |  |                    | 422       |                 
|Income leases                  |  |                    | 393       |                 
|Accumulated amortization       |  |                    | (408      | )               
|                               |  |                    |           |                 
|                               |  |                    | 907       |                 
|                               |  |                    |           |                 
|Unamortized Intangible Assets: |  |                    |           |                 
|Broadcast licenses             |  |                    | 1,129,496 |                 
|Goodwill                       |  |                    | 595,762   |                 
|                               |  |                    |           |                 
|                               |  |                    | 1,725,258 |                 
|                               |  |                    |           |                 
|Total intangible assets        |  | $                  | 1,726,165 |                 
|                               |  |                    |           |                 

Amortization
 expense was approximately $11.8 million and $33.4 million for the three and nine months ended
 September 30, 2001, respectively. There was approximately $167,000 and $333,000 of

 77 



---



##### Table of Contents



amortization
 expense recorded on the local marketing agreement (LMA) purchase option for the three and nine months
 ended September 30, 2002. The Company expects that the LMA purchase option will be fully amortized at
 December 31, 2002. The Company has recorded approximately $80,000 of amortization expense on network
 affiliation agreements and favorable income leases. 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.

In accordance with the
 provisions of Statement of Financial Accounting Standards (SFAS) No. 142
 Goodwill and Other Intangible Assets, the Company has discontinued the amortization of goodwill and
 broadcast licenses. As required by SFAS No. 142, the Company has also completed a transitional impairment
 test for goodwill and broadcast licenses as of January 1, 2002. The transitional impairment test for
 broad cast licenses consisted of a comparison of the fair value of broadcast licenses with their
 respective carrying amounts on a station by station basis using a discounted cash flow valuation method
 that excludes network compensation payments, assuming a hypothetical startup whose only asset is its
 broadcast license. Where the carrying amount was less than fair value, an impairment loss was recognized
 and recorded as a cumulative effect of a change in accounting principle in accordance with the provisions
 of SFAS No. 142. Based on 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.

The first step of the
 goodwill transitional impairment test compared the fair value of a station
 with its carrying amount, including goodwill. The fair value of a station was determined through the
 use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow
 model reflected historical performance of the station and prevailing values in the markets for
 broadcasting properties. As the fair value of the stations exceeded their carrying value amounts,
 goodwill was not considered impaired.

The following table shows,
 on a pro forma basis, what the Companys net income (loss) and net
 income (loss) per common share would have been if the new accounting standards had been applied to
 the prior year period, net of tax benefit (in thousands):



|                                 | Three Months Ended September 30, |        | Nine Months Ended September 30,
|-------------------------------- | -------------------------------- | ------ | -------------------------------
|                                 |                                  |        |                                
|                                 | 2002                             |        | 2001                           
|                                 |                                  |        |                                
|Reported net income (loss)       | $                                | 16,467 |                                
|Addback: goodwill amortization   |                                  |       |                                
|Addback: intangible amortization |                                  |       |                                
|                                 |                                  |        |                                
|Adjusted net income (loss)       | $                                | 16,467 |                                
|                                 |                                  |        |                                

 78 



---



##### Table of Contents



Note 6  Derivative Instruments:

The Company uses
 derivative instruments to manage exposure to interest rate risks. The Company uses
 interest rate collar, cap and swap arrangements, not designated as hedging instruments under
 SFAS No. 133, in the notional amount of $55.0 million and $430.0 million at
 September 30, 2002 and December 31, 2001, respectively, to mitigate the impact of the variability
 in interest rates in connection with its variable rate senior credit facility and fixed rate
 senior notes. The aggregate fair value of the arrangements at September 30, 2002 was a liability
 of approximately $516,000. Other (income) expense for the three and nine month periods ended
 September 30, 2002 includes income of $2.9 million and $5.0 million, respectively, from
 the marking-to-market of these derivative instruments, compared to a loss of $3.2 million and
 $5.2 million, respectively, for the same periods last year.

Note 7  Debt:

Debt consisted
 of the following (in thousands):



|                                                                                                                                                  |  | September 30, |         | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ------------
|                                                                                                                                                  |  | 2002          |         | 2001        
|                                                                                                                                                  |  |               |         |             
|Senior Credit Facilities                                                                                                                          |  | $             |        |             
|$210,000, 8% Senior Notes due 2008 (net of
 discount of $6,289 and $7,165 at September 30, 2002 and December 31, 2001, respectively)              |  |               | 203,711 |             
|$300,000, 8 3/8% Senior Subordinated Notes
 due 2008 (net of discount of $381 and $432 at September 30, 2002 and December 31, 2001, respectively) |  |               | 299,619 |             
|$2,500, 7% STC Broadcasting Note due 2006                                                                                                         |  |               |        |             
|                                                                                                                                                  |  |               |         |             
|Total debt                                                                                                                                        |  |               | 503,330 |             
|Less current portion                                                                                                                              |  |               |        |             
|                                                                                                                                                  |  |               |         |             
|Total long-term debt                                                                                                                              |  | $             | 503,330 |             
|                                                                                                                                                  |  |               |         |             

On April 24, 2002, LIN
 Television obtained certain amendments to its existing Senior Credit Facilities which (i) increased
 the aggregate amount available under the Incremental Term Loans from $75.0 million to $150.0 million
 (ii) increased the amount available under the revolving portion of the Senior Credit Facilities
 from $160.0 million to $191.9 million of committed facilities, with the flexibility to increase the
 revolving portion to $235.0 million and (iii) provided for the amendment of certain financial covenants
 and financial ratio requirements. The Company paid $655,000 in fees in connection with the amendment.

On May 8, 2002, the Company
 repaid all of the outstanding indebtness due under the senior credit facilities from proceeds of its
 initial public offering. The extraordinary item in the nine months ended September 30, 2002 of
 $1.6 million, net of a tax benefit of $860,000, relates to the write-off of unamortized
 deferred financing costs in connection with the early settlement of the senior credit

 79 



---



##### Table of Contents



facilities.

The Company
 recorded, as a part of the Sunrise acquisition, the fair value of the Sunrise
 debt and accrued interest and premiums of $166.0 million. On May 2, 2002, the Company exchanged a portion of this
 debt, a $33.3 million note held by affiliates of Hicks Muse, for shares of the
 Companys class B common stock. On May 8, 2002, the Company repaid the balance of
 $132.7 million of the remaining Sunrise debt and
accrued interest and premiums. In addition, the
Company exchanged $54.4 million
 of Sunrise preferred stock held by affiliates of Hicks Muse for shares of the Companys class B
 common stock and made a cash payment to redeem the balance of $10.8 million of Sunrise preferred
 stock held by another investor.

On May 8, 2002, in connection with
 the termination of its monitoring and oversight agreement, the Company issued a promissory note maturing
 on May 8, 2003, in the amount of $7.1 million at an interest rate of 10% per annum to Hicks,
Muse & Co. Partners, L.P. (Hicks Muse Partners), an affiliate of the
 Companys ultimate parent. On August 23, 2002, the Company
paid the balance of the Hicks Muse Partners promissory note,
including all accrued and unpaid interest, totaling $7.3 million.

Note 8  Related Party Transactions:

Monitoring and
 Oversight Agreement: The Company was party to an agreement with Hicks, Muse & Co.
 Partners, L.P. (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 fee for
 the nine months ended September 30, 2002 was approximately $368,000. The fees for the three and
 nine months ended September 30, 2001 were approximately $313,000 and $939,000, respectively. The
 Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 as noted below.

Financial
 Advisory Agreement: The Company is also party to an agreement with Hicks Muse Partners, pursuant to
 which Hicks Muse Partners, prior to amending the agreement, received a fee equal to 1.5% of the
 total value of certain transactions in which the Company was involved and reimbursement of certain
 expenses. Transactions subject to this agreement include a tender offer, acquisition, sale, merger,
 exchange offer, recapitalization, restructuring or other similar transaction. The Company did not
 incur any fees under this arrangement for the periods ended September 30, 2002 or 2001.

On May 2, 2002, the
 Company and Hicks Muse agreed to terminate the monitoring and oversight agreement with Hicks Muse
 Partners and amend the financial advisory agreement with Hicks Muse Partners to eliminate the terms
 requiring the payment of transaction fees, 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 LINTV Corp.s class B common stock at a price
 of $0.01 valued at $2.7 million. The Company repaid Hicks Muse Partners the principal balance of
 this note together with all accrued and unpaid interest, an amount totaling $7.3 million, on
 August 23, 2002.

 80 



---



##### Table of Contents



Note 9  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. The Company has sufficient other deferred tax liabilities
 to recognize the deferred tax assets at this time.

Note 10  Restructuring Charge:

The
Companys 2002 operating budget included a plan to reduce
station headcount by approximately 10% or 174 employees
(full-time equivalent employees) as a result of centralizing the
master control transmission facilities, adding automation to the
production of locally produced news programming and other general
reductions. This reduction in headcount was offset by additions in
headcount due to the acquisition of the Sunrise television stations,
the acquisition of WNLO-TV and the staffing of the master control
hubbing centers in Indianapolis, Indiana and Springfield,
Massachusetts.

As
a result of centralizing the master control transmission facilities
in Indianapolis, Indiana and Springfield, Massachusetts, the Company
recorded a pre-tax restructuring charge of approximately $931,000 for
severance pay and benefits relating to the termination of
80 employees (full time equivalent employees) in the master
control, sales support and business office areas in the quarter ended
September 30, 2002. All employees had been informed of their
termination benefits in the period that the charge was recorded. The
Company has paid approximately $312,000 for severance pay and
benefits through September 30, 2002 and expects to pay the
balance during the fourth quarter of 2002 and the first quarter of
2003.

Note 11  Discontinued Operations:

On May 2, 2002, in
 conjunction with the acquisition of Sunrise Television Corp. (Sunrise), the Company
 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 with the Company retaining the other operating assets
 and the cash flows provided by the North Dakota television stations. On
 August 23, 2002, the Company sold these remaining assets to Smith Television for $35.0 million.
 Accordingly, the financial results of these television stations are accounted for as discontinued
 operations under the provisions of Statement of Financial Accounting Standards
 No. 144, Accounting for the Impairment or Disposal of Long-Lived
 Assets. The loss of $151,000 from discontinued operations for the three months
 ended September 30, 2002, the income of $125,000 from discontinued operations for the nine
 months ended September 30, 2002 and the gain of $982,000 on the sale of discontinued
 operations, net of tax, have been excluded from continuing operations and included in discontinued
 operations.

 81 



---



##### Table of Contents



Note 12  Recent
Accounting Pronouncement:

In June 2002, the FASB
 issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
 Activities (SFAS 146). This statement addresses financial accounting
 and reporting for costs associated with exit or disposal activities and nullified EITF
 Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and
 Other Costs to Exit an Activity (including Certain Costs Incurred in a
 Restructuring) (EITF 94-3). SFAS 146 requires that a liability for a cost
 associated with an exit or disposal activity be recognized when the liability is incurred. EITF 94-3
 allowed for an exit cost liability to be recognized at the date of an entitys commitment to
 an exit plan. SFAS 146 also requires that liabilities recorded in connection with exit plans be
 initially measured at fair value. The provisions of SFAS 146 are effective for exit or disposal
 activities that are initiated after December 31, 2002, with early adoption encouraged. The Company
 does not expect that the adoption of SFAS 146 will have a material impact on its financial
 position or results of operations

 82 