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
|--------------------------------------------------------------------------------------------
|
|                                                                                            



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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.)



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|                                                                       |  |                                                                       
|---------------------------------------------------------------------- |  | ----------------------------------------------------------------------
|Commission file number: 333-54003-06                                   |  | Commission file number: 333-54003                                     
|                                                                      
|LIN Holdings Corp.                                                     |  | LIN Television Corporation                                            
|(Exact name of registrant as specified in its
        charter)         |  | (Exact name of registrant as specified in its
        charter)        
|                                                                      
|Delaware                                                               |  | Delaware                                                              
|(State or other jurisdiction of
        incorporation or organization) |  | (State or other jurisdiction of
        incorporation or organization)
|75-2733097                                                             |  | 13-3581627                                                            
|(I.R.S. Employer
        Identification No.)                           |  | (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. Yes þ No o

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 August 13, 2002:
26,127,622 shares.
LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding at August 13, 2002:
23,704,339 shares.
LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding at August 13, 2002:
2 shares.
LIN Holdings Corp. common stock, $0.01 par value, issued and outstanding at August 13, 2002:
1,000 shares.
LIN Television Corporation common stock, $0.01 par value, issued and outstanding at August 13, 2002:
1,000 shares.




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|Table of Contents                                                                                                     
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Part I.  Financial Information                                                                                        
|                                                                                                                      
|Item 1.  Financial Statements                                                                                         
|                                                                                                                      
|LIN TV Corp.                                                                                                          
|Condensed Consolidated Balance Sheets                                                                                 
|Condensed Consolidated Statements of Operations                                                                       
|Condensed Consolidated Statements of Cash Flows                                                                       
|Notes to Condensed Consolidated Financial Statements                                                                  
|                                                                                                                      
|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                        
|Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                                   
|                                                                                                                      
|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                                                                             
|Signature Page                                                                                                        



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Part I:  Financial Information

Item 1.  Financial Statements

|LIN TV CORP.                                                                                   
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Balance Sheets                                                          
|(In thousands except share data)                                                              
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|ASSETS                                                                                         
|Current assets:                                                                                
|Cash and cash equivalents                                                                      
|Accounts receivable less allowance for doubtful accounts                                      
|(2002 - $1984; 2001 - $1802)                                                                 
|Program rights                                                                                 
|Assets held for sale                                                                           
|Other current assets                                                                           
|                                                                                               
|Total current assets                                                                           
|Property and equipment net                                                                    
|Deferred financing costs                                                                       
|Equity investments                                                                             
|Investment in Southwest Sports Group at cost plus accrued interest                            
|Program rights                                                                                 
|Intangible assets net                                                                         
|Other assets                                                                                   
|                                                                                               
|Total Assets                                                                                   
|                                                                                               
|                                                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
|Current liabilities:                                                                           
|Current portion of long-term debt                                                              
|Short-term debt                                                                                
|Accounts payable                                                                               
|Accrued income taxes                                                                           
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|Program obligations                                                                            
|Deposit on North Dakota stations                                                               
|Liabilities held for sale                                                                      
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes                                                                          
|Program obligations                                                                            
|Other liabilities                                                                              
|                                                                                               
|Total liabilities                                                                              
|                                                                                               
|                                                                                               
|                                                                                               
|Stockholders' equity:                                                                          
|Class A common stock $0.01 par value 100000000 shares authorized                          
|26221948 shares at June 30 2002 and  6494276 shares at                                    
|December 31 2001 issued and outstanding                                                       
|Class B common stock $0.01 par value 50000000 shares authorized                           
|23704339 shares at June 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                                                      
|Class C common stock $0.01 par value 50000000 shares authorized                           
|2 shares at June 30 2002 and December 31 2001 issued and                                     
|outstanding;  convertible into an equal number of Class A  common stock                        
|Treasury Stock at cost 94326 shares at June 30 2002                                        
|Additional paid-in capital                                                                     
|Accumulated deficit                                                                            
|                                                                                               
|Total stockholders' equity                                                                     
|                                                                                               
|Total liabilities and stockholders' equity                                                     
|                                                                                               
|                                                                                               
|                                                                                               
|The accompanying notes are an integral part of the condensed consolidated financial statements.



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|LIN TV CORP.                                                 
|-------------------------------------------------------------
|Condensed Consolidated Statements of Operations              
|(unaudited)                                                  
|(In thousands except per share amounts)                     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|Net revenues                                                 
|Operating costs and expenses:                                
|Direct operating                                             
|Selling general and administrative                          
|Corporate                                                    
|Amortization of program rights                               
|Depreciation and amortization of intangible assets           
|                                                             
|Total operating costs and expenses                           
|                                                             
|                                                             
|Operating income                                             
|                                                             
|Other (income) expense:                                      
|Interest expense                                             
|Investment income                                            
|Share of (income) loss in equity investments                 
|(Gain) loss on derivative instruments                        
|Gain on redemption of investment in Southwest                
|Sports Group                                                 
|Fee on termination of Hicks Muse agreements                  
|Loss on impairment of investment                             
|Other net                                                   
|                                                             
|Total other expense net                                     
|                                                             
|                                                             
|Loss from continuing operations before provision             
|for (benefit from) income taxes extraordinary item          
|and cumulative effect of change in accounting principle      
|Provision for (benefit from) income taxes                    
|                                                             
|Loss from continuing operations before extraordinary         
|item and cummulative effect of change in accounting principle
|                                                             
|Income from discontinued operations net of tax              
|provision of $148                                            
|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 loss                                                     
|                                                             
|                                                             

|                                                                                               
|-----------------------------------------------------------------------------------------------
|Basic and diluted earnings (loss) per common share:                                            
|Loss from continuing operations before extraordinary                                           
|item and cumulative effect of change in accounting                                             
|principle                                                                                      
|Income from discontinued operations net of tax                                                
|Extraordinary item net of tax                                                                 
|Cumulative effect of change in accounting principle net of tax                                
|Net loss                                                                                       
|                                                                                               
|Weighted - average number of common shares                                                     
|outstanding used in calculating basic and diluted                                              
|earnings (loss) per common share                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|The accompanying notes are an integral part of the condensed consolidated financial statements.



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|LIN TV CORP.                                                                                   
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows                                                
|(unaudited)                                                                                    
|(In thousands)                                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net cash provided by operating activities                                                      
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from sale of broadcast license                                                        
|Deposit received on assets held for sale                                                       
|Other 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:                                                                          
|Redemption of Sunrise Television preferred stock                                               
|Proceeds from long-term debt                                                                   
|Proceeds from stock option exercises                                                           
|Net proceeds from initial public offering of common stock                                      
|Net (payments) proceeds from revolver 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.



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

Note 1  Basis of Presentation:

LIN TV Corp., together with its subsidiaries,
including  LIN  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 with 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,  although class C voting rights are superior to
those of the class A common  stock.  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 ("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.  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.,
repay all of the outstanding  indebtedness under the Company's senior credit
facilities, redeem  all of the preferred stock of Sunrise  Television  Corp., pay
discounts,  commissions and other expenses, including $6.2 million to affiliates
of Hicks Muse, and for general corporate purposes.

The Company used a portion of
the IPO proceeds to repay debt of $330.0 million. This included the repayment of
the Company's  senior  credit  facilities of $197.3  million.  In addition,  the
Company  used a portion of the IPO  proceeds to repay the Sunrise debt which was
recorded at fair market value of $163.4 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 $130.1  million of the remaining  Sunrise debt. In addition,  the
Company  exchanged  $54.3 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 $10.9 million to
redeem the balance of Sunrise' preferred stock held by another investor.

Note 3  Business Combinations and Disposals:

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  Television  Corp.  ("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. The Company is in
the process of obtaining third-party valuations of certain intangible assets;
thus the allocation of the purchase price among by acquired assets is subject to refinement.

In  conjunction with the acquisition of Sunrise
Television,  the Company sold to Smith Television of North Dakota,  Inc. ("Smith
Television") the broadcast licenses of the Sunrise's Dakota television  stations
for $1.0 million with the Company  retaining the other operating  assets and the
cash  flow  provided  by the  Dakota  television  stations.  This  agreement  is
contingent on the Smith Television closing on the Dakota television  stations by
August 31, 2002. If Smith  Television  does not close by August 31, 2002,  Smith
Television  must  reassign the  broadcast  licenses to the  Company,  subject to
regulatory approval, for the amount of $1.0 million and the
Company retains the $5.0 million deposit.  This reassigment right has
been valued at the same fair value as the underlying broadcast licenses.

The Company recorded, as part of the Sunrise Television acquisition, the fair
market value of the Sunrise debt of $163.4 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 $130.1 million of the remaining Sunrise debt.  In
addition, the Company exchanged $54.3 million of 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 preferred stock held by another
investor.

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

Sunrise Television was included in the Company's
results of operation beginning May 2, 2002, the date of the original acquisition.
The following table sets forth pro forma information as a result of the Sunrise
Television acquisition.

|                                                                         | Three Months Ended June 30 | Six Months Ended June 30
|------------------------------------------------------------------------ | --------------------------- | -------------------------
|                                                                         |                             |                          
|                                                                         | 2002                        | 2001                     
|                                                                         |                             |                          
|Net revenues                                                             | $         94,768            | $         86,325         
|Operating income (loss)                                                  | 30,785                      | 3,633                    
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting principle             | (11,415)                    | (19,423)                 
|(Loss) income from discontinued operations net of tax provision of $148 | (346)                       | (68)                     
|Extraordinary item - loss on early extinguishment of debt               |                             |                          
|net of tax benefit (2002: $860; 2001: $2400)                            | 1,597                       | 4,410                    
|Cumulative effect of change in accounting principle                     |                             |                          
|net of tax benefit of $16525                                            | --                          | --                       
|                                                                         |                             |                          
|Net loss                                                                 | $       (12,666)            | $       (23,765)         
|                                                                         |                             |                          
|                                                                        
|Basic and diluted (loss) income per common share:                        |                             |                          
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting                       |                             |                          
|principle                                                                | $         (0.27)            | $         (0.74)         
|(Loss) income from discontinued operations net of tax                   | (0.01)                      | --                       
|Extraordinary item net of tax                                           | 0.04                        | 0.17                     
|Cumulative effect of change in accounting principle net of tax          | --                          | --                       
|Net loss                                                                 | $         (0.30)            | $         (0.91)         
|                                                                        
|Weighted - average number of common shares                               |                             |                          
|outstanding used in calculating basic and diluted                        |                             |                          
|earnings per common share                                                | 41,680                      | 26,150                   

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):

|                                                            | WOTV-TV             | WVBT-TV             | WCTX-TV             | Sunrise 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                                        | $                -- | $                -- | $                -- | $         23,132  
|Property and equipment                                      | 1,291               | --                  | --                  | 33,260            
|Broadcast licenses                                          | 1,556               | 3,022               | 4,739               | 169,781           
|Assets held for sale                                        | --                  | --                  | --                  | 37,850            
|Other long-term assets                                      | --                  | --                  | --                  | 4,830             
|Liabilities held for sale                                   | --                  | --                  | --                  | (1,850)           
|Total other liabilities                                     |                     |                     |                     | (28,132)          
|Long-term debt                                              | --                  | --                  | --                  | (163,447)         
|Preferred stock                                             | --                  | --                  | --                  | (65,169)          
|                                                           
|                                                            |                     |                     |                     |                   
|Total purchase price including direct acquisition expenses | $           2,847   | $           3,022   | $           4,739   | $         10,255  
|                                                            |                     |                     |                     |                   

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 $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 June 30, 2002 and December 31, 2001 (in thousands):

|                         | June 30 2002    | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|NBC joint venture        | $         59,897 | $         56,259 
|WAND (TV) Partnership    | 13,546           | 13,458           
|Banks Broadcasting Inc. | 13,694           | 12,877           
|                         |                  |                  
|                         | 87,137           | 82,594           
|Southwest Sports Group   | --               | 56,000           
|                         |                  |                  
|                         | $         87,137 | $       138,594  
|                         |                  |                  

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 $611,000 from the joint venture in
the three and six-month periods ended June 30, 2002.  The Company received  distributions of $1.6
million and $6.4 million for the same periods in the prior year.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                        | Three Months Ended June 30 | Six Months Ended June 30
|----------------------- | --------------------------- | -------------------------
|                        |                             |                          
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Net revenues            | $         45,470            | $         41,454         
|Operating income        | 28,248                      | 17,932                   
|Net income (loss)       | 13,368                      | 1,800                    
|                       
|                        | June 30                    | December 31             
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Current assets          | $         10,280            | $           1,939        
|Non-current assets      | 257,443                     | 248,118                  
|Current liabilities     | 725                         | 906                      
|Non-current liabilities | 815,500                     | 815,500                  

WAND (TV) Partnership:
The Company has a 33 1/3%
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 from the Company to WAND (TV) Partnership under this
arrangement were approximately $663,000  and $412,000 as of June 30, 2002
and 2001, respectively.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                    | Three Months Ended June 30 | Six Months Ended June 30
|------------------- | --------------------------- | -------------------------
|                    |                             |                          
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Net revenues        | $           1,751           | $           1,720        
|Operating income    | 92                          | 25                       
|Net income (loss)   | 95                          | 40                       
|                   
|                    | June 30                    | December 31             
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Current assets      | $           3,543           | $           4,141        
|Non-current assets  | 34,073                      | 34,104                   
|Current liabilities | 953                         | 1,846                    

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 $1.4 million   and  $539,000  as of June 30,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended June 30 | Six Months Ended June 30
|-------------------------- | --------------------------- | -------------------------
|                           |                             |                          
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Net revenues               | $           1,385           | $           1,054        
|Operating loss             | (356)                       | (703)                    
|Net loss                   | (234)                       | (452)                    
|                          
|                           | June 30                    | December 31             
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Current assets             | $           3,098           | $           2,969        
|Non-current assets         | 28,897                      | 27,903                   
|Current liabilities        | 2,128                       | 2,481                    
|Non-current liabilities    | 600                         | 760                      
|Redeemable preferred stock | 298                         | 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 has 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):

|                             | June 30 2002      | December 31 2001  
|---------------------------- | ------------------ | -------------------
|                             |                    |                    
|Amortized Intangible Assets: |                   
|LMA purchase options         | $              500 | $           1,125  
|Accumulated amortization     | (167)              | (1,125)            
|                             |                    |                    
|                             | $              333 | $                --
|                             |                    |                    

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | $    1,132,634
|Goodwill                       | 596,859       
|                               |               
|                               | 1,729,493     
|                               |               
|Total intangible assets        | $    1,729,826
|                               |               

Amortization  expense was approximately
$10.9 million and $21.7 million for the three
and six months ended June 30,  2001 , respectively.
There was approximately $167,000 of amortization expense recorded on the
local marketing agreement ("LMA") purchase option for
the three and six months ended June 30, 2002.
  The Company expects that the LMA purchase option will be fully amortized at December
31, 2002.

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 loss and net 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 June 30 | Six Months Ended June 30
|------------------------------------- | --------------------------- | -------------------------
|                                      | 2002                        | 2001                     
|                                      |                             |                          
|Reported net loss                     | $         (9,423)           | $       (11,999)         
|Addback: goodwill amortization        | --                          | 2,649                    
|Addback: intangible amortization      | --                          | 4,369                    
|                                      |                             |                          
|Adjusted net loss                     | $         (9,423)           | $         (4,981)        
|                                      |                             |                          
|                                     
|                                     
|Basic and diluted earnings per share: |                             |                          
|Reported net loss                     | (0.23)                      | (0.47)                   
|Addback: goodwill amortization        | --                          | 0.10                     
|Addback: intangible amortization      | --                          | 0.17                     
|                                      |                             |                          
|Adjusted net loss                     | $                (0.23)     | $                (0.19)  
|                                      |                             |                          

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 $390.0 million and $430.0 million
at June 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 June 30,
2002 was a liability of $3.4 million. Other (income)
expense for the three and six-month periods ended June 30, 2002 includes income of
$1.0 million and $2.2 million, respectively, from the marking-to-market of these derivative
instruments, compared to a loss of $119,000 and $2.0 million, respectively, for the same periods
last year.

Note 7 Debt:

Debt consisted of the following (in thousands):

|                                                                                              | June 30 2002       | December 31 2001
|--------------------------------------------------------------------------------------------- | ------------------- | -----------------
|                                                                                              |                     |                  
|Senior Credit Facilities                                                                      | $                -- | $       182,300  
|$210000 8% Senior  Notes due 2008                                                           |                     |                  
|(net of discount of $6581 and $7165 at June 30 2002 and December 31 2001 respectively)   | 203,419             | 202,835          
|$300000 8 3/8% Senior Subordinated Notes due 2008                                           |                     |                  
|(net of discount of $399 and $432 at June 30 2002 and December 31 2001 respectively)       | 299,601             | 299,568          
|$325000 10% Senior Discount Notes due 2008                                                  |                     |                  
|(net of discount of $20448 and $34935 at June 30 2002 and December 31 2001 respectively) | 304,552             | 290,065          
|$100000 10% Senior Discount Notes due 2008                                                  |                     |                  
|(net of discount of $16021 and $21045 at June 30 2002 and December 31 2001 respectively) | 83,979              | 78,955           
|$2500 7% STC Broadcasting Note due 2006                                                     | --                  | 2,500            
|$7125  10% Hicks Muse Note due 2003                                                         | 7,125               | --               
|                                                                                              |                     |                  
|Total  debt                                                                                   | 898,676             | 1,056,223        
|                                                                                             
|Less current portion                                                                          | (132,125)           | --               
|                                                                                              |                     |                  
|Total long-term debt                                                                          | $       766,551     | $    1,056,223   
|                                                                                              |                     |                  

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  period  ended
June 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
Television  acquisition,  the fair market  value of the  Sunrise  debt of $163.4
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 $130.1 million
of the remaining Sunrise debt. In addition,  the Company exchanged $54.3 million
of 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 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 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.
The Company agrees to pay Hicks Muse Partners the principal balance of this note,
together with all accrued and unpaid interest, on May 8, 2003, the maturity date.

Note 8  Earnings per Share:

Basic  and  diluted  loss per common  share are
computed in accordance  with SFAS No. 128,  "Earnings per Share." Basic loss per
common share is computed by dividing loss attributable to common stockholders by
the weighted average number of shares of common stock outstanding. In accordance
with   SFAS   No.    128,    options   to   purchase    3,057,500    and
1,820,803  shares of common stock, and phantom
units  exercisable  into 677,196 and 682,007 shares of common stock at June 30,
2002 and 2001,  respectively,  were not included in the  calculation  of diluted
earnings  per share for the six months ended June 30, 2002 and 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.

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.  The aggregate  annual fee was
adjustable,  on a  prospective  basis,  on January 1 of each calendar year to an
amount equal to 1% of the budgeted consolidated annual earnings before interest,
tax,  depreciation  and  amortization  ("EBITDA")  of the  Company  for the then
current  fiscal year.  Upon the  acquisition by the Company of another entity or
business,  the fee was adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event could the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  was also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable  to the  Company.  The final  payment  under the Hicks  Muse
monitoring   and  oversight   agreement  was   approximately   $54,000  for  the
three-months  ended June 30, 2002. The fee for the six months ended June 30, 2002
was approximately $368,000. The fees for
the three and  six months  ended June 30, 2001 were  approximately  $314,000  and
$626,000, 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
June 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.

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 period 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  Assets Held for Sale:

In  conjunction with the acquisition of Sunrise
Television, the Company entered into an agreement with Smith Television of North
Dakota,  Inc. in which the Company sold the broadcast license for the television
stations 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.
The Company has agreed to sell  substantially all of the remaining assets of the
stations for $35.0 million.  The transaction would transfer ownership of KVLY-TV
and KFYR-TV and its satellite stations to Smith Television of North Dakota, Inc.
for total  consideration  of  approximately  $36.0 million in cash less the $1.0
million  paid  for the  broadcast  licenses  and  other  advances  noted  below.
Accordingly,  the Company has classified the assets and  liabilities  associated
with these  stations as held for sale on its balance  sheet as of June 30, 2002.
As of June 30,  2002,  the Company has  received a deposit of $5.0  million from
Smith Television,  which the Company has recorded in other current  liabilities.
The remaining  balance is expected to be settled by the end of the third quarter
of 2002. The Company has recognized  approximately  $276,000 of income, net of a
tax  provision  of $148,200,  in  discontinued  operations.  Included in the net
income of discontinued operations is revenue for these stations of approximately
$2.5  million.  If Smith  Television  does not close by August 31,  2002,  Smith
Television  must  reassign the  broadcast  licenses to the  Company,  subject to
regulatory approval,  for the amount of $1.0 million. The carrying amounts of the
assets and liabilities of the North Dakota television  stations,  as of June 30,
2002, are as follows:

|ASSETS                          |                   
|------------------------------- | ------------------
|Accounts receivable             | $           2,469 
|Program rights                  | 1,131             
|Other assets                    | 303               
|Property and equipment net     | 20,686            
|Intangible assets net          | 13,355            
|                                |                   
|Total Assets held for sale      | $         37,944  
|                                |                   
|                               
|LIABILITIES                     |                   
|Accounts payable                | $              235
|Program obligations             | 1,133             
|Other accrued expenses          | 694               
|                                |                   
|Total liabilities held for sale | $           2,062 
|                                |                   
|                               
|                                |                   
|Net assets held for sale        | $         35,882  
|                                |                   

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.



---



Part II: Management's Discussion and Analysis of
Financial Condition and Results of Operations

Forward-Looking Statements

This filing 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, and our
managements, 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.   Including the stations we acquired from
Sunrise Television Corp. ("Sunrise") on May 2, 2002, we  own  and  operate
 24 television   stations,   operate
two television  stations  under local  marketing  agreements  and provide
management or sales services to four television stations.  Under local marketing
agreements,  we provide  substantial  portions of the broadcast  programming
and sell advertising time for a station that resides in the same market as
another station that we own and operate.   Our   stations   broadcast  in
17 markets,  14 of which are located in the top  50 designated  market
areas, as reported by A.C. Nielsen Co. 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  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 operate:

|                                        |  |         |     |         |  |             |         |         |  |           |            |          |  |  |         |  |  |  |     |  |  |  |      |  
|--------------------------------------- |  | ------- | --- | ------- |  | ----------- | ------- | ------- |  | --------- | ---------- | -------- |  |  | ------- |  |  |  | --- |  |  |  | ---- | -
|                                        |  | DMA     |     |         |  |             |         |         |  |           |            | % of DMA
|Market                                  |  | Rank(1) |     | Station |  | Affiliation |         | Channel |  | Status(2) |            | TV HH(1)
|                                        |  |         |     |         |  |             |         |         |  |           |            |         
|                                        |  |         |     |         |  |             |         |         |  |           |            |          |  |  |         |  |  |  |     |  |  |  |      |  
|Indianapolis, IN                        |  |         | 25  |         |  |             | WISH-TV |         |  |           | CBS        |          |  |  | 8       |  |  |  | O&O |  |  |  | 0.96 | %
|Hartford-New Haven, CT                  |  |         | 28  |         |  |             | WTNH-TV |         |  |           | ABC        |          |  |  | 8       |  |  |  | O&O |  |  |  | 0.90 | %
|                                        |  |         |     |         |  |             | WCTX-TV |         |  |           | UPN        |          |  |  | 59      |  |  |  | O&O |  |  |  |      |  
|Grand Rapids-Kalamazoo-Battle Creek, MI |  |         | 38  |         |  |             | WOOD-TV |         |  |           | NBC        |          |  |  | 8       |  |  |  | O&O |  |  |  | 0.67 | %
|                                        |  |         |     |         |  |             | WOTV-TV |         |  |           | ABC        |          |  |  | 41      |  |  |  | O&O |  |  |  |      |  
|                                        |  |         |     |         |  |             | WXSP-CA |         |  |           | UPN        |          |  |  | Various |  |  |  | O&O |  |  |  |      |  
|Norfolk-Portsmouth-Newport News, VA     |  |         | 42  |         |  |             | WAVY-TV |         |  |           | NBC        |          |  |  | 10      |  |  |  | O&O |  |  |  | 0.62 | %
|                                        |  |         |     |         |  |             | WVBT-TV |         |  |           | FOX        |          |  |  | 43      |  |  |  | O&O |  |  |  |      |  
|Buffalo, NY                             |  |         | 47  |         |  |             | WIVB-TV |         |  |           | CBS        |          |  |  | 4       |  |  |  | O&O |  |  |  | 0.59 | %
|                                        |  |         |     |         |  |             | WNLO-TV |         |  |           | IND        |          |  |  | 23      |  |  |  | O&O |  |  |  |      |  
|Providence, RI-New Bedford, MA          |  |         | 49  |         |  |             | WPRI-TV |         |  |           | CBS        |          |  |  | 12      |  |  |  | O&O |  |  |  | 0.57 | %
|                                        |  |         |     |         |  |             | WNAC-TV |         |  |           | FOX        |          |  |  | 64      |  |  |  | LMA |  |  |  |      |  
|Austin, TX                              |  |         | 54  |         |  |             | KXAN-TV |         |  |           | NBC        |          |  |  | 36      |  |  |  | O&O |  |  |  | 0.53 | %
|                                        |  |         |     |         |  |             | KNVA-TV |         |  |           | WB         |          |  |  | 54      |  |  |  | LMA |  |  |  |      |  
|                                        |  |         |     |         |  |             | KBVO-CA |         |  |           | Telefutura |          |  |  | Various |  |  |  | O&O |  |  |  |      |  
|Dayton, OH                              |  |         | 60  |         |  |             | WDTN-TV |         |  |           | ABC        |          |  |  | 2       |  |  |  | O&O |  |  |  | 0.47 | %
|Flint-Saginaw-Bay City, MI              |  |         | 64  |         |  |             | WEYI-TV |         |  |           | NBC        |          |  |  | 25      |  |  |  | O&O |  |  |  | 0.43 | %
|Toledo, OH                              |  |         | 68  |         |  |             | WUPW-TV |         |  |           | FOX        |          |  |  | 36      |  |  |  | O&O |  |  |  | 0.40 | %
|Champaign-Springfield-Decatur, IL       |  |         | 82  |         |  |             | WAND-TV |         |  |           | ABC        |          |  |  | 17      |  |  |  | JV  |  |  |  | 0.34 | %
|Fort Wayne, IN                          |  |         | 104 |         |  |             | WANE-TV |         |  |           | CBS        |          |  |  | 15      |  |  |  | O&O |  |  |  | 0.25 | %
|Springfield-Holyoke, MA                 |  |         | 105 |         |  |             | WWLP-TV |         |  |           | NBC        |          |  |  | 22      |  |  |  | O&O |  |  |  | 0.24 | %
|Abilene-Sweetwater, TX                  |  |         | 162 |         |  |             | KRBC-TV |         |  |           | NBC        |          |  |  | 9       |  |  |  | O&O |  |  |  | 0.11 | %
|Lafayette, IN                           |  |         | 190 |         |  |             | WLFI-TV |         |  |           | CBS        |          |  |  | 18      |  |  |  | O&O |  |  |  | 0.05 | %
|San Juan, PR                            |  |         |    |         |  |             | WAPA-TV |         |  |           | IND        |          |  |  | 4       |  |  |  | O&O |  |  |  |      |  
|                                        |  |         |     |         |  |             | WJPX-TV |         |  |           | IND        |          |  |  | 24      |  |  |  | O&O |  |  |  |      |  
|                                       
|San Angelo, TX                          |  |         | 199 |         |  |             | KACB-TV |         |  |           | NBC        |          |  |  | 3       |  |  |  | O&O |  |  |  | 0.05 | %



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | DMA rank and percentage of DMA TV households, or
        TV HH, estimates are taken from Nielsen Media Research
        Local Universe Estimates for the 2001-2002 Broadcast Season,
        August 23, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(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 have a
        one-third interest.

We also 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 also 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.

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:

- Sunrise   Television.  On   May  2,  2002,  concurrent  with  the
consummation of the Company's initial public offering,  the Company acquired all
of the common stock of Sunrise Television Corp. ("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.  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.  Prior to the  acquisition,
affiliates  of Hicks Muse acquired   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 then exchanged these  obligations for 3,736,000 shares of the  Company's
class B common stock on May 2, 2002.  The Company used part of the proceeds from
the initial public offering to repay the remaining debt of Sunrise.  The Company
has accounted for this transaction under the purchase method of accounting.  The
Company  is in the  process  of  obtaining  third-party  valuations  of  certain
intangible  assets;  thus the  allocation  of the  purchase  price is subject to
refinement.
- 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.

Results of Operations

Set forth below are the  significant  factors
that  contributed  to our  operating  results for the three and six months
ended June 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 Television 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 the Company and, therefore, the acquisitions do not affect the comparability of
the results of operations for the periods presented.

|                                                   | Three Months Ended June 30 | Six Months Ended June 30
|-------------------------------------------------- | --------------------------- | -------------------------
|                                                   |                             |                          
|                                                   | 2002                        | 2001                     
|                                                   |                             |                          
|                                                  
|                                                  
|Net revenues                                       | $         89,865            | $         73,046         
|Operating costs and expenses:                      |                             |                          
|Direct operating                                   | 23,581                      | 20,857                   
|Selling general and administrative                | 20,918                      | 16,345                   
|Corporate                                          | 2,290                       | 2,094                    
|Amortization of program rights                     | 5,470                       | 5,433                    
|Depreciation and amortization of intangible assets | 7,197                       | 17,049                   
|                                                   |                             |                          
|Total operating costs and expenses                 | 59,456                      | 61,778                   
|                                                   |                             |                          
|                                                  
|Operating income                                   | $         30,409            | $         11,268         
|                                                   |                             |                          
|                                                  

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

Net  revenues  for the three and six months
ended June 30, 2002 increased  approximately  23.2%
to $89.9 million and 16.2% to $152.4 million, respectively, compared to net
revenue of $73.0 million and $131.1 million, respectively, for the same periods
last year.
 The  increase  is due to an increase in political revenue of approximately $196,000 and $1.0 million
and a general market improvement of approximately $7.9 million and $12.1 million
for the three and six months ended June 30, 2002, respectively.  The increase is also
due to the Sunrise Television acquisition resulting in an
additional $10.3 million of net revenue for the three and six months ended June
30, 2002.

Direct operating expenses, consisting primarily
of news, engineering, programming and music licensing costs, for the three and
six months ended June 30, 2002 increased 12.9% to $23.6 million and 7.1% to $43.5 million,
respectively, compared to direct operating expenses of $20.9 million and $40.6 million
for the same periods last year. The increase is primarily due to the
Sunrise Television acquisition resulting in an additional $2.2 million of
direct operating expenses for the three and six months ended June 30, 2002.

Selling, general and administrative expenses,
consisting primarily of employee salaries, sales commissions and
other employee benefit costs, advertising and promotional
expenses, for the three and six months ended June 30, 2002 increased 28.2% to
$20.9 million and 15.0% to $36.8 million, respectively, compared to selling,
general and administrative expenses of $16.3 million and $32.0 million for
the same periods last year.  The increase is primarily due to the Sunrise
Television acquisition resulting in an additional $2.8 million of selling, general
and administrative expenses for the three and six months ended  2002.

Corporate    expenses,    representing    costs
associated  with the centralized  management of our stations,  increased 9.5% to
$2.3 million for the three-months  ended June 30, 2002 from $2.1 million for the
same period last year. The corporate  expenses remained  relatively flat at $4.4
million for the six months ended June 30, 2002, compared to $4.5 million for the
same period last year. The Sunrise Television acquisition did not cause an increase
in corporate expenses.

Amortization of program rights represents costs
associated with the acquisition of syndicated programming,
features and specials. Amortization of program rights increased 0.2% to
$5.5 million for the three-months ended June 30, 2002, compared to $5.4 million
for the same period last year.  Amortization of program rights decreased 5.6% to
$10.2 for the six months ended June 30, 2002, compared to $10.8 million for
the same period last year.
The decrease is due to lower program costs of approximately $1.6 million
at WAPA-TV offset by an increase due to the Sunrise Television acquisition.

Depreciation and amortization of intangible
assets for the three and six months ended June 30, 2002 decreased 57.6% to
$7.2 million and 61.3% to $12.9 million, respectively, compared to depreciation
and amortization of intangible assets of $17.0 million and $33.3 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.

Other (Income) Expenses

Interest     expense  for LIN TV Corp. and LIN
Holdings  decreased 4.6% to  $22.7 million  for the three-months ended June
30, 2002,  from  $23.8 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  increased  4.1% to  $48.1  million  for the
six months  ended June 30, 2002  from $46.2  million for the same period
last year.  This  increase was primarily due to the issuance of the Senior Notes
and Senior  Discount  Notes in June 2001 which  resulted in additional  interest
expense  and  amortization  of  deferred  financing  fees  of $503,000
and $168,000, respectively, for the six months ended June 30, 2002.

Interest expense for LIN Television decreased
24.4% to  $12.4 million  and  13.4%  to $27.7  million  for the  three  and
six months  ended June 30,  2002,  respectively,  from $16.4  million  and $32.0
million for the same periods in the prior year.  This decrease was primarily due
to the repayment of $197.3 million of debt  outstanding  under our senior credit
facilities with proceeds from the initial public offering.

Investment   income  decreased  54.1%  to  $459,000
and 21.1% to $1.5 million for the three and six months ended June 30,  2002,
respectively,  from  $1.0 million and $1.9 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 in equity investments increased to
$2.6 million and $4.1 million for the three and six months ended June 30, 2002,
respectively, from $132,000 and a loss of $1.3 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  six months  ended June 30, 2002  increased  to a gain of $1.0
million and $2.2 million, respectively,  from a loss of $119,000 and $2.0 million
for the same periods last year.  This increase was due to  fluctuations in market
interest rates.

The Company has 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 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.

The Company  has  recorded a $16.0 million
  expense  related to the  termination  of the
monitoring and oversight  agreement  with Hicks Muse Partners,  which amends 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  June 30,  2002  increased  to
approximately  $5.1  million  compared to a benefit of $3.9 million for the same
period last year. The provision for income taxes for the six-month  period ended
June 30, 2002 increased to approximately  $23.3 million compared to a benefit of
$8.1  million  for the same  period  last year.  The change for the  three-month
period ended June 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  six-month  period ended June 30, 2002 was
primarily due to the Company recording a non-cash charge of approximately  $19.9
million to  establish a valuation  allowance  against  its  deferred  tax assets
during the period  ended March 31,  2002.  In  assessing  the  realizability  of
deferred  tax assets,  management  considers  whether it is more likely than not
that some portion or all of the  deferred tax assets will be realized.  Prior to
January 1, 2002, the Company recorded  deferred tax liabilities  relating to the
difference  between  the book and tax basis of  goodwill  and  intangibles.  The
prospective reversals of those deferred tax liabilities were utilized to support
the recognition of the deferred tax assets recorded by the Company.  As a result
of the adoption of SFAS No. 142, those deferred tax  liabilities  will no longer
reverse  on a  scheduled  basis and can no longer be  utilized  to  support  the
realization  of  deferred  tax  assets.  LIN TV Corp.  and LIN  Holdings  used a
discrete  provision  for the  six-month  period ended June 30, 2002, in order to
more accurately calculate their effective tax rate.

LIN  Television  Corporation's  provision for
income  taxes  for the  three  and  six-month  periods  ended  June 30,  2002 is
approximately $4.2 million and $5.2 million, respectively, compared to a benefit
of  approximately  $4.1  million and and $1.8  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
period to period. LIN  Television  used a discrete  provision  for the  three-month
periods ended March 31, 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 28.2% to $38.6 million and
29.8% to $60.6  million for the three and  six months  ended June 30,  2002,  from
$30.1 million  and $46.7 million for the same periods in the prior  year.  The  increase is due to
higher revenues as discussed above.

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 24.5% to $37.1 million and
16.5% to $57.2 million for the three and six months ended June 30, 2002,
compared to $29.8 million and $49.1 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
June 30, 2002, we had cash and cash equivalents of
$146.9 million and $191.9 million of committed
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
 $9.9 million and $2.5 million for the six months ended June 30, 2002 and 2001, respectively.
 The increase was due to increased net revenues as noted above

Net cash provided by investing activities was
$45.2  million for the six months ended June 30, 2002  compared to net cash used
in investing  activities of $6.6 million for the six months ended June 30, 2001.
The change was primarily due to $60.8 million in proceeds from the redemption of
our  Southwest  Sports Group  preferred  units,  offset by a decrease of
$10.6  million in payments for business  combinations  for the period ended June
30, 2002, and a reduction of $5.8 million in capital contributions from equity
investments from period to period.

Our   capital  expenditures  primarily  include
purchases of building improvements,  broadcasting  equipment,  studio equipment,
vehicles  and office  equipment  to improve  the  efficiency  and quality of our
television broadcasting  operations.  Our capital expenditures were $13.1 million
and $18.4 million for the three and six months ended June 30, 2002, respectively,
compared  to $4.2  million and $7.8 million for the same periods 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
$74.5 million and $46.3 million for the six months ended June 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 preferred stock
of  approximately  $10.8 million,  and a reduction of $278.6 million in proceeds
from long-term debt from period to period.

The Company used a portion of the initial
public offering proceeds to repay debt of $330.0  million.  This  included the  repayment of the
Company's senior credit facilities of $192.4 million.  In addition,  the Company
used a portion of the IPO  proceeds to repay the Sunrise debt which was recorded
at fair market value of $163.4  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 $130.1  million of the  remaining  Sunrise  debt.  In  addition,  the Company
exchanged  $54.3 million of 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 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,  the  Company  completed  an
initial public offering  ("IPO") of 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.  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 the Company's
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 June 30,
2002 (in thousands):

|                                   | 2002                | 2003-2005       | 2006-2007           | Thereafter      | Total          
|---------------------------------- | ------------------- | --------------- | ------------------- | --------------- | ---------------
|                                   |                    
|Principal payments and mandatory   |                     |                 |                     |                 |                
|redemptions on LIN TV debt         | $                -- | $       132,125 | $                -- | $       810,000 | $       942,125
|Cash interest on debt              | 21,434              | 209,349         | 143,850             | 9,888           | 384,521        
|Capital expenditures (1)           | 18,761              | --              | --                  | --              | 18,761         
|Program payments                   | 11,588              | 40,513          | 1,469               | 684             | 54,254         
|Operating leases                   | 722                 | 2,556           | 754                 | 2,270           | 6,302          
|Local marketing agreement payments | 1,012               | 3,336           | 1,112               | --              | 5,460          
|                                   |                     |                 |                     |                 |                
|Total                              | $         53,517    | $       387,879 | $       147,185     | $       822,842 | $    1,411,423 
|                                   |                     |                 |                     |                 |                






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|    |  |                                                                                                                                                                                                                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Our annual capital expenditures are a function of
        a number of variables, 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.
|   

On May 8, 2002 we repaid
$197.3 million of our indebtedness outstanding
under our senior credit facilities  with a portion of the net proceeds of
the intial public offering together with other available funds from the other
transactions. In addition, on April 23, 2002, we repaid our $2.5 million
STC Broadcasting note. We plan to use
cash on hand and from operations, as well as borrowings under our senior
credit facilities, 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 refinancings of our
indebtedness, will be sufficient to meet our anticipated
requirements for working capital, capital expenditures, interest
payments and scheduled principal payments.

Risks Associated with Business Activities

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

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

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

We  cannot  assure you that our  programming  will  attract  sufficient
targeted  viewership  or that we will achieve  favorable  ratings.  Our
 ratings depend partly upon  unpredictable and volatile factors beyond
our  control,  such  as  viewer  preferences,   competing  programming  and  the
availability of other  entertainment  activities.  A shift in viewer preferences
could  cause our  programming  not to gain  popularity  or to decline in
popularity,  which could cause our advertising revenues to decline. In
addition,  we and those that we rely on for  programming may
not be able to anticipate  and react  effectively to shifts in viewer tastes and
interests in the our 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 June  30,  2002,  LIN TV  Corp.  and LIN
Holdings Corp. had approximately  $898.7 million of consolidated  indebtedness and
approximately $839.2 million of consolidated stockholders' equity. LIN Telvision
Corporation had  approximately  $510.1 million of consolidated  indebtedness and
approximately $1,202.0 million 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  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.  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 June 30,  2002,  LIN TV Corp.  and LIN  Holdings  Corp.  had an  accumulated
deficit of $223.2 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 June 30,
2002,  LIN Television  had an  accumulated  deficit of $119.0 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 June 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 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.  Affiliates of Hicks Muse
currently  beneficially  owns  approximately  23,580,873 shares  of our
class B  common stock,  which  represents  approximately  47.4% 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 their 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  47.4% 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 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, is
highly  competitive and is undergoing a period of consolidation  and significant
change.  Many of our  current and potential  competitors  have greater
financial,  marketing,  programming and broadcasting  resources than we
do.  Technological  innovation and the resulting  proliferation  of television
entertainment,  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 provide
our  affiliated stations with up to 22 hours of prime time programming
per  week.  In  return,  our stations  broadcast   network-inserted
commercials  during  that  programming  and often  receive  cash  payments  from
networks,  although in some  circumstances,  we  make cash payments to
networks.

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

Annual  cash interest  payments on the note are
approximately  $66.3 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.

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  will  become  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.

Our industry is subject to significant regulation and we must maintain our broadcast licenses
to operate.

Television  stations are subject to significant
regulation  by the FCC  under  the  Communications  Act of 1934.  The  issuance,
renewal or  transfer of  television  broadcast  station  licenses  requires  FCC
approval.  The failure to renew our licenses could prevent us from operating the
affected  stations.  If the FCC included  conditions or qualifications in any of
our  licenses,  we may be  limited  in the  manner in which we may  operate  the
affected station.

In addition,  if we or any of our  officers,  directors or  significant
stockholders materially violate the FCC's rules and regulations or are convicted
of a felony or are found to have engaged in unlawful  anticompetitive conduct or
fraud upon  another  government  agency,  the FCC may, in response to a petition
from a third  party or on its own  initiative,  in its  discretion,  commence  a
proceeding  to impose  sanctions  upon us,  which  could  involve  the
imposition of monetary  penalties,  the  revocation  of our broadcast
licenses  or  sanctions.  If the FCC were to issue an order  denying  a  license
renewal  application  or revoking a license,  we would be required to
cease operating the television  station only after we had exhausted all
administrative and judicial review without success. We have no reason to
believe that the FCC will not continue to renew our  licenses  without  material
conditions  or  qualifications,  but if the FCC  does not do so,  our
revenues and cash flow would suffer materially.

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 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 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 will require additional
capital  expenditures,  which we  anticipate  will be $12.0 million in
2002, or $16.0 million in 2002 if we do not sell
the North Dakota stations, 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 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.

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 June 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  $390.0 million  and  $430.0 million at June 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
June 30, 2002 was a liability of  $3.3 million.  Other (income) expense for
the three and six months ended June 30, 2002 includes $1.0 million and $2.2
million income,  respectively,  from the  effect of marking-to-market 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.



---



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  commenced 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.

In  connection  with this  offering,  we also
redeemed our  preferred  interest in Southwest  Sports  Group  Holdings  LLC, an
affiliate of Hicks Muse, for approximately $60.8 million,  including accumulated
interest in cash and acquired Sunrise in a merger.

Upon  the  consummation  of  the  merger,  we
entered  into an  amended  and  restated  asset  purchase  agreement  with Smith
Television of North Dakota,  Inc. and Smith  Television of North Dakota  License
Holdings,  Inc.,  in which  we sold the the  broadcast  license  for  television
stations KVLY-TV, Fargo, North Dakota, KFYR-TV,  Bismarck,  North Dakota and its
three satellite stations KMOT-TV, Minot, North Dakota, KUMV-TV, Williston, North
Dakota and KQCD-TV, Dickinson, North Dakota, for $1.0 million and agreed to sell
substantially all of the remaining assets of the stations for $35.0 million. The
total purchase price will be settled by approximately  $36.0 million in cash.

In conjunction with the acquisition of Sunrise  Television,  the Company sold to
Smith  Television  of North  Dakota,  Inc.  ("Smith  Television")  the broadcast
licenses of the Sunrise's Dakota  television  stations for $1.0 million with the
Company  retaining the other operating  assets and the cash flow provided by the
Dakota television stations. This agreement is contingent on the Smith Television
closing  on the  Dakota  television  stations  by  August  31,  2002.  If  Smith
Television does not close by August 31, 2002, Smith Television must reassign the
broadcast  licenses to the  Company,  subject to  regulatory  approval,  for the
amount of $1.0 million.

Net proceeds from our intial 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 June 30, 2002.

Cash Sources




(in millions)




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

Cash Uses


(in millions)




|                                                                    |                                        |   |       |       |    
|------------------------------------------------------------------- | -------------------------------------- | - | ----- | ----- | ---
|LIN TV Corp.:                                                       |                                        |   |       |      
|                                                                    | Senior credit facilities               |   | $     | 197.3 |    
|Sunrise/STC Broadcasting:                                           |                                        |   |       |      
|                                                                    | Senior credit facilities               |   |       | 21.3  |    
|                                                                    | 11% senior subordinated notes due 2007 |   |       | 108.0 | (b)
|                                                                    | 14% senior subordinated notes due 2008 |   |       | 3.5   | (c)
|                                                                    | 14% redeemable preferred stock         |   |       | 10.8  | (d)
|Discounts, commissions and other expenses                           |                                        |   | 30.2 
|Cash payments to Hicks Muse affiliates                              |                                        |   | 6.2   | (e)  
|Cash and cash equivalents to be used for general corporate purposes |                                        |   | 113.6 |      
|                                                                    |                                        |   |       |      
|Total                                                               |                                        | $ | 490.9 |      
|                                                                    |                                        |   |       |      






---



|    |  |                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Includes $10.8 million of accumulated
        interest on Southwest Sports Group preferred units from
         through May 8, 2002, the
       redemption date.                                                                                                                                                      
|   
|   
|(b) |  | Includes accretion and accrued interest through May 8, 2002, the redemption
        date.                                                                                                                                                                                                                            
|   
|   
|(c) |  | Excludes $31.2 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) |  | Excludes $50.9 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) |  | Payment related to
        the amendment of our financial advisory agreement and the termination of our
        monitoring and oversight agreement with Hicks Muse Partners.                                                                                                                                         
|   



---



Item 6.  Exhibits and Reports on Form 8-K

Exhibits:

| | 10.1 |  |  |  | Second Amendment to Amended and Restated Credit
        Agreement, dated as of April 24, 2002 among LIN Holdings
        Corp., LIN Television Corporation, the several banks and other
        financial institutions or entities from time to time parties
        thereto, JPMorgan Chase Bank (formerly known as The Chase
        Manhattan Bank), as administrative agent, as Issuing Lender and
        as Swingline Lender, the Bank of Nova Scotia and Bank of
        America, N.A., as Co-Documentation Agents and The Bank of New
        York and Fleet National Bank, as Co-Syndication Agents.
| | ---- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.2 |  |  |  | First Amendment to Amended and Restated Financial
        Advisory Agreement, dated as of April 30, 2002, by and among LIN
        Television Corporation, LIN Holdings Corp., LIN TV Corp.,
        Ranger Equity Holdings A Corp., Ranger Equity Holdings
        B Corp., and Hicks, Muse & Co. Partners, L.P.                                                                                                                                                                                                                                                                                            
| | 10.3 |  |  |  | Amended and Restated Exchange Agreement dated as
        of April 30, 2002 by and among Hicks, Muse, Tate &
        Furst Equity Fund III, L.P., HM3 Coinvestors, L.P. and
        LIN TV Corp.                                                                                                                                                                                                                                                                                                                                                                                                              
| | 10.4 |  |  |  | Promissory Note dated as May 8, 2002 by and
        among Hicks, Muse & Co. Partners, L.P. and LIN TV Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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 August 13, 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 August 13, 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 August 13, 2002.                                                                                                                                                                                                                                                                                                                                
| | 99.4 |  |  |  | Director nominee consent, dated April 18, 2002 by
        Wilma H. Jordan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 99.5 |  |  |  | Director nominee consent, dated April 18, 2002 by
        Antoinette Cook Bush.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



---



|   |                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |                                                                                                                                                                  
|  
|  | Incorporated by reference to the Amendment No. 4 of
        Registration Statement on Form S-1 of LIN TV Corp., dated May 2, 2002,
        File No. 333-83068    
|  
|  
| | Incorporated by reference to the Amendment No. 3 of
        Registration Statement on Form S-1 of LIN TV Corp., dated April 22, 2002,
        File No. 333-83068.

Reports on Form 8-K:

None



---



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: August 14, 2002 | By: /s/ William A. Cunningham 
|                       |                               
|                       | William A. Cunningham         
|                       | Vice President and Controller 
|                       | (Principal Accounting Officer)



---



|Index to Financial Statements                       
|----------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|Item 1.  Financial Statements                       
|                                                    
|LIN Holdings Corp.                                  
|Condensed Consolidated Balance Sheets               
|Condensed Consolidated Statements of Operations     
|Condensed Consolidated Statements of Cash Flows     
|Notes to Condensed Consolidated Financial Statements
|                                                    
|LIN Television Corporation                          
|Condensed Consolidated Balance Sheets               
|Condensed Consolidated Statements of Operations     
|Condensed Consolidated Statements of Cash Flows     
|Notes to Condensed Consolidated Financial Statements
|                                                    



---



|LIN HOLDINGS CORP.                                                                             
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Balance Sheets                                                          
|(In thousands except share data)                                                              
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|ASSETS                                                                                         
|Current assets:                                                                                
|Cash and cash equivalents                                                                      
|Accounts receivable less allowance for doubtful accounts                                      
|(2002 - $1984; 2001 - $1802)                                                                 
|Program rights                                                                                 
|Assets held for sale                                                                           
|Other current assets                                                                           
|                                                                                               
|Total current assets                                                                           
|Property and equipment net                                                                    
|Deferred financing costs                                                                       
|Equity investments                                                                             
|Investment in Southwest Sports Group at cost plus accrued interest                            
|Program rights                                                                                 
|Intangible assets net                                                                         
|Other assets                                                                                   
|                                                                                               
|Total Assets                                                                                   
|                                                                                               
|                                                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
|Current liabilities:                                                                           
|Current portion of long-term debt                                                              
|Short-term debt                                                                                
|Accounts payable                                                                               
|Accrued income taxes                                                                           
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|Program obligations                                                                            
|Deposit on North Dakota stations                                                               
|Liabilities held for sale                                                                      
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes                                                                          
|Program obligations                                                                            
|Other liabilities                                                                              
|                                                                                               
|Total liabilities                                                                              
|                                                                                               
|                                                                                               
|                                                                                               
|Stockholders' equity:                                                                          
|Common stock $0.01 par value: 1000 shares authorized                                        
|issued and outstanding                                                                         
|Additional paid-in capital                                                                     
|Accumulated deficit                                                                            
|                                                                                               
|Total stockholders' equity                                                                     
|                                                                                               
|Total liabilities and stockholders' equity                                                     
|                                                                                               
|                                                                                               
|                                                                                               
|The accompanying notes are an integral part of the condensed consolidated financial statements.



---



|LIN HOLDINGS CORP.                                           
|-------------------------------------------------------------
|Condensed Consolidated Statements of Operations              
|(unaudited)                                                  
|(In thousands except per share amounts)                     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|Net revenues                                                 
|Operating costs and expenses:                                
|Direct operating                                             
|Selling general and administrative                          
|Corporate                                                    
|Amortization of program rights                               
|Depreciation and amortization of intangible assets           
|                                                             
|Total operating costs and expenses                           
|                                                             
|                                                             
|Operating income                                             
|                                                             
|Other (income) expense:                                      
|Interest expense                                             
|Investment income                                            
|Share of (income) loss in equity investments                 
|(Gain) loss on derivative instruments                        
|Gain on redemption of investment in Southwest                
|Sports Group                                                 
|Fee on termination of Hicks Muse agreements                  
|Loss on impairment of investment                             
|Other net                                                   
|                                                             
|Total other expense net                                     
|                                                             
|                                                             
|Loss from continuing operations before provision             
|for (benefit from) income taxes extraordinary item          
|and cumulative effect of change in accounting principle      
|Provision for (benefit from) income taxes                    
|                                                             
|Loss from continuing operations before extraordinary         
|item and cummulative effect of change in accounting principle
|                                                             
|Income from discontinued operations net of tax              
|provision of $148                                            
|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 loss                                                     
|                                                             
|                                                             



---



|LIN HOLDINGS CORP.                                                                             
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows                                                
|(unaudited)                                                                                    
|(In thousands)                                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net cash provided by operating activities                                                      
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from sale of broadcast license                                                        
|Deposit received on assets held for sale                                                       
|Other 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 (used in) provided by 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 revolver 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.



---



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.

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 filed audited
financial statements for the year ended December 31, 2001 in its annual Form
10-K, which included all such information and disclosures.

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 with 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.,
repay all of the outstanding  indebtedness under the Company's senior credit
facilities, redeem  all of the preferred stock of Sunrise  Television  Corp., pay
discounts,  commissions and other expenses, including $6.2 million to affiliates
of Hicks Muse, and for general corporate purposes.

The Company used a portion of
the IPO proceeds to repay debt of $330.0 million. This included the repayment of
the Company's  senior  credit  facilities of $197.3  million.  In addition,  the
Company  used a portion of the IPO  proceeds to repay the Sunrise debt which was
recorded at fair market value of $163.4 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 $130.1  million of the remaining  Sunrise debt. In addition,  the
Company  exchanged  $54.3 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 $10.9 million to
redeem the balance of Sunrise' preferred stock held by another investor.

Note 3  Business Combinations and Disposals:

Sunrise  Acquisition: On May 2, 2002, concurrent with the consummation
of LIN TV Corp.'s initial public offering ("IPO"),  the Company acquired all of the common
stock of Sunrise  Television  Corp.  ("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. The Company is in
the process of obtaining third-party valuations of certain intangible assets;
thus the allocation of the purchase price among by acquired assets is subject to refinement.

In  conjunction with the acquisition of Sunrise
Television,  the Company sold to Smith Television of North Dakota,  Inc. ("Smith
Television") the broadcast licenses of the Sunrise's Dakota television  stations
for $1.0 million with the Company  retaining the other operating  assets and the
cash  flow  provided  by the  Dakota  television  stations.  This  agreement  is
contingent on the Smith Television closing on the Dakota television  stations by
August 31, 2002. If Smith  Television  does not close by August 31, 2002,  Smith
Television  must  reassign the  broadcast  licenses to the  Company,  subject to
regulatory approval, for the amount of $1.0 million and the Company retains
the $5.0 million deposit.  This reassignment right
has been valued at the same fair value as the underlying broadcast licenses

The Company recorded, as part of the Sunrise Television acquisition, the fair
market value of the Sunrise debt of $163.4 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 $130.1 million of the remaining Sunrise debt.  In
addition, the Company exchanged $54.3 million of 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 preferred stock held by another
investor.

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

As  an exhange of  ownership of an entity under
common  control, Sunrise Television was included in the Company's
results of operation beginning May 2, 2002, the date of the original acquisition.
The following table sets forth pro forma information as a result of the Sunrise
Television acquisition.

|                                                                         | Three Months Ended June 30 | Six Months Ended June 30
|------------------------------------------------------------------------ | --------------------------- | -------------------------
|                                                                         |                             |                          
|                                                                         | 2002                        | 2001                     
|                                                                         |                             |                          
|Net revenues                                                             | $         94,768            | $         86,325         
|Operating income (loss)                                                  | 30,785                      | 3,633                    
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting principle             | (11,415)                    | (19,423)                 
|(Loss) income from discontinued operations net of tax provision of $148 | (346)                       | (68)                     
|Extraordinary item - loss on early extinguishment of debt               |                             |                          
|net of tax benefit (2002: $860; 2001: $2400)                            | 1,597                       | 4,410                    
|Cumulative effect of change in accounting principle                     |                             |                          
|net of tax benefit of $16525                                            | --                          | --                       
|                                                                         |                             |                          
|Net loss                                                                 | $       (12,666)            | $       (23,765)         
|                                                                         |                             |                          
|                                                                        
|Basic and diluted (loss) income per common share:                        |                             |                          
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting                       |                             |                          
|principle                                                                | $         (0.27)            | $         (0.74)         
|(Loss) income from discontinued operations net of tax                   | (0.01)                      | --                       
|Extraordinary item net of tax                                           | 0.04                        | 0.17                     
|Cumulative effect of change in accounting principle net of tax          | --                          | --                       
|Net loss                                                                 | $         (0.30)            | $         (0.91)         
|                                                                        
|Weighted - average number of common shares                               |                             |                          
|outstanding used in calculating basic and diluted                        |                             |                          
|earnings per common share                                                | 41,680                      | 26,150                   

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):

|                                                            | WOTV-TV             | WVBT-TV             | WCTX-TV             | Sunrise 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                                        | $                -- | $                -- | $                -- | $         23,132  
|Property and equipment                                      | 1,291               | --                  | --                  | 33,260            
|Broadcast licenses                                          | 1,556               | 3,022               | 4,739               | 169,781           
|Assets held for sale                                        | --                  | --                  | --                  | 37,850            
|Other long-term assets                                      | --                  | --                  | --                  | 4,830             
|Liabilities held for sale                                   | --                  | --                  | --                  | (1,850)           
|Total other liabilities                                     |                     |                     |                     | (28,132)          
|Long-term debt                                              | --                  | --                  | --                  | (163,447)         
|Preferred stock                                             | --                  | --                  | --                  | (65,169)          
|                                                           
|                                                            |                     |                     |                     |                   
|Total purchase price including direct acquisition expenses | $           2,847   | $           3,022   | $           4,739   | $         10,255  
|                                                            |                     |                     |                     |                   

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 $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 June 30, 2002 and December 31, 2001 (in thousands):

|                         | June 30 2002    | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|NBC joint venture        | $         59,897 | $         56,259 
|WAND (TV) Partnership    | 13,546           | 13,458           
|Banks Broadcasting Inc. | 13,694           | 12,877           
|                         |                  |                  
|                         | 87,137           | 82,594           
|Southwest Sports Group   | --               | 56,000           
|                         |                  |                  
|                         | $         87,137 | $       138,594  
|                         |                  |                  

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 $611,000 from the joint venture in
the three and six-month periods ended June 30, 2002.  The Company received  distributions of $1.6
million and $6.4 million for the same periods in the prior year.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                        | Three Months Ended June 30 | Six Months Ended June 30
|----------------------- | --------------------------- | -------------------------
|                        |                             |                          
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Net revenues            | $         45,470            | $         41,454         
|Operating income        | 28,248                      | 17,932                   
|Net income (loss)       | 13,368                      | 1,800                    
|                       
|                        | June 30                    | December 31             
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Current assets          | $         10,280            | $           1,939        
|Non-current assets      | 257,443                     | 248,118                  
|Current liabilities     | 725                         | 906                      
|Non-current liabilities | 815,500                     | 815,500                  

WAND (TV) Partnership:
The Company has a 33 1/3%
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 from the Company to WAND (TV) Partnership under this
arrangement were approximately $663,000  and $412,000 as of June 30, 2002
and 2001, respectively.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                    | Three Months Ended June 30 | Six Months Ended June 30
|------------------- | --------------------------- | -------------------------
|                    |                             |                          
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Net revenues        | $           1,751           | $           1,720        
|Operating income    | 92                          | 25                       
|Net income (loss)   | 95                          | 40                       
|                   
|                    | June 30                    | December 31             
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Current assets      | $           3,543           | $           4,141        
|Non-current assets  | 34,073                      | 34,104                   
|Current liabilities | 953                         | 1,846                    

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 $1.4 million   and  $539,000  as of June 30,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended June 30 | Six Months Ended June 30
|-------------------------- | --------------------------- | -------------------------
|                           |                             |                          
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Net revenues               | $           1,385           | $           1,054        
|Operating loss             | (356)                       | (703)                    
|Net loss                   | (234)                       | (452)                    
|                          
|                           | June 30                    | December 31             
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Current assets             | $           3,098           | $           2,969        
|Non-current assets         | 28,897                      | 27,903                   
|Current liabilities        | 2,128                       | 2,481                    
|Non-current liabilities    | 600                         | 760                      
|Redeemable preferred stock | 298                         | 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 has 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):

|                             | June 30 2002      | December 31 2001  
|---------------------------- | ------------------ | -------------------
|                             |                    |                    
|Amortized Intangible Assets: |                   
|LMA purchase options         | $              500 | $           1,125  
|Accumulated amortization     | (167)              | (1,125)            
|                             |                    |                    
|                             | $              333 | $                --
|                             |                    |                    

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | $    1,132,634
|Goodwill                       | 596,859       
|                               |               
|                               | 1,729,493     
|                               |               
|Total intangible assets        | $    1,729,826
|                               |               

Amortization  expense was approximately
$10.9 million and $21.7 million for the three
and six months ended June 30,  2001 , respectively.
There was approximately $167,000 of amortization expense recorded on the
local marketing agreement ("LMA") purchase option for
the three and six months ended June 30, 2002.
  The Company expects that the LMA purchase option will be fully amortized at December
31, 2002.

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 loss 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 June 30 | Six Months Ended June 30
|-------------------------------- | --------------------------- | -------------------------
|                                 | 2002                        | 2001                     
|                                 |                             |                          
|Reported net loss                | $         (9,423)           | $       (11,999)         
|Addback: goodwill amortization   | --                          | 2,649                    
|Addback: intangible amortization | --                          | 4,369                    
|                                 |                             |                          
|Adjusted net loss                | $         (9,423)           | $         (4,981)        
|                                 |                             |                          

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 $390.0 million and $430.0 million
at June 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 June 30,
2002 was a liability of $3.4 million. Other (income)
expense for the three and six-month periods ended June 30, 2002 includes income of
$1.0 million and $2.2 million, respectively, from the marking-to-market of these derivative
instruments, compared to a loss of $119,000 and $2.0 million, respectively, for the same periods
last year.

Note 7 Debt:

Debt consisted of the following (in thousands):

|                                                                                              | June 30 2002       | December 31 2001
|--------------------------------------------------------------------------------------------- | ------------------- | -----------------
|                                                                                              |                     |                  
|Senior Credit Facilities                                                                      | $                -- | $       182,300  
|$210000 8% Senior  Notes due 2008                                                           |                     |                  
|(net of discount of $6581 and $7165 at June 30 2002 and December 31 2001 respectively)   | 203,419             | 202,835          
|$300000 8 3/8% Senior Subordinated Notes due 2008                                           |                     |                  
|(net of discount of $399 and $432 at June 30 2002 and December 31 2001 respectively)       | 299,601             | 299,568          
|$325000 10% Senior Discount Notes due 2008                                                  |                     |                  
|(net of discount of $20448 and $34935 at June 30 2002 and December 31 2001 respectively) | 304,552             | 290,065          
|$100000 10% Senior Discount Notes due 2008                                                  |                     |                  
|(net of discount of $16021 and $21045 at June 30 2002 and December 31 2001 respectively) | 83,979              | 78,955           
|$2500 7% STC Broadcasting Note due 2006                                                     | --                  | 2,500            
|$7125  10% Hicks Muse Note due 2003                                                         | 7,125               | --               
|                                                                                              |                     |                  
|Total  debt                                                                                   | 898,676             | 1,056,223        
|                                                                                             
|Less current portion                                                                          | (132,125)           | --               
|                                                                                              |                     |                  
|Total long-term debt                                                                          | $       766,551     | $    1,056,223   
|                                                                                              |                     |                  

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  period  ended
June 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
Television  acquisition,  the fair market  value of the  Sunrise  debt of $163.4
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 $130.1 million
of the remaining Sunrise debt. In addition,  the Company exchanged $54.3 million
of 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 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 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.
The Company agrees to pay Hicks Muse Partners the principal balance of this note,
together with all accrued and unpaid interest, on May 8, 2003, the maturity date.

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.  The aggregate  annual fee was
adjustable,  on a  prospective  basis,  on January 1 of each calendar year to an
amount equal to 1% of the budgeted consolidated annual earnings before interest,
tax,  depreciation  and  amortization  ("EBITDA")  of the  Company  for the then
current  fiscal year.  Upon the  acquisition by the Company of another entity or
business,  the fee was adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event could the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  was also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable  to the  Company.  The final  payment  under the Hicks  Muse
monitoring   and  oversight   agreement  was   approximately   $54,000  for  the
three-months  ended June 30, 2002. The fee for the six months ended June 30, 2002
was approximately $368,000. The fees for
the three and  six months  ended June 30, 2001 were  approximately  $314,000  and
$626,000, 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
June 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.

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 period 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  Assets Held for Sale:

In  conjunction with the acquisition of Sunrise
Television, the Company entered into an agreement with Smith Television of North
Dakota,  Inc. in which the Company sold the broadcast license for the television
stations 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.
The Company has agreed to sell  substantially all of the remaining assets of the
stations for $35.0 million.  The transaction would transfer ownership of KVLY-TV
and KFYR-TV and its satellite stations to Smith Television of North Dakota, Inc.
for total  consideration  of  approximately  $36.0 million in cash less the $1.0
million  paid  for the  broadcast  licenses  and  other  advances  noted  below.
Accordingly,  the Company has classified the assets and  liabilities  associated
with these  stations as held for sale on its balance  sheet as of June 30, 2002.
As of June 30,  2002,  the Company has  received a deposit of $5.0  million from
Smith Television,  which the Company has recorded in other current  liabilities.
The remaining  balance is expected to be settled by the end of the third quarter
of 2002. The Company has recognized  approximately  $276,000 of income, net of a
tax  provision  of $148,200,  in  discontinued  operations.  Included in the net
income of discontinued operations is revenue for these stations of approximately
$2.5  million.  If Smith  Television  does not close by August 31,  2002,  Smith
Television  must  reassign the  broadcast  licenses to the  Company,  subject to
regulatory approval, for the amount of $1.0 million.
 The carrying  amounts of the assets and  liabilities of the North Dakota  television
stations, as of June 30, 2002, are as follows:

|ASSETS                          |                   
|------------------------------- | ------------------
|Accounts receivable             | $           2,469 
|Program rights                  | 1,131             
|Other assets                    | 303               
|Property and equipment net     | 20,686            
|Intangible assets net          | 13,355            
|                                |                   
|Total Assets held for sale      | $         37,944  
|                                |                   
|                               
|LIABILITIES                     |                   
|Accounts payable                | $              235
|Program obligations             | 1,133             
|Other accrued expenses          | 694               
|                                |                   
|Total liabilities held for sale | $           2,062 
|                                |                   
|                               
|                                |                   
|Net assets held for sale        | $         35,882  
|                                |                   

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.



---



|LIN TELEVISION CORPORATION                                                                     
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Balance Sheets                                                          
|(In thousands except number of shares)                                                        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|ASSETS                                                                                         
|Current assets:                                                                                
|Cash and cash equivalents                                                                      
|Accounts receivable less allowance for doubtful accounts                                      
|(2002 - $1984; 2001 - $1802)                                                                 
|Program rights                                                                                 
|Assets held for sale                                                                           
|Other current assets                                                                           
|                                                                                               
|Total current assets                                                                           
|Property and equipment net                                                                    
|Deferred financing costs                                                                       
|Equity investments                                                                             
|Investment in Southwest Sports Group at cost plus accrued interest                            
|Program rights                                                                                 
|Intangible assets net                                                                         
|Other assets                                                                                   
|                                                                                               
|Total Assets                                                                                   
|                                                                                               
|                                                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
|Current liabilities:                                                                           
|Short-term debt                                                                                
|Accounts payable                                                                               
|Accrued income taxes                                                                           
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|Program obligations                                                                            
|Deposit on North Dakota stations                                                               
|Liabilities held for sale                                                                      
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes                                                                          
|LIN Holdings tax sharing obligations                                                           
|Program obligations                                                                            
|Other liabilities                                                                              
|                                                                                               
|Total liabilities                                                                              
|                                                                                               
|                                                                                               
|                                                                                               
|Stockholders' equity:                                                                          
|Common stock $0.01 par value: 1000 shares authorized                                        
|issued and outstanding                                                                         
|Additional paid-in capital                                                                     
|Accumulated deficit                                                                            
|                                                                                               
|Total stockholders' equity                                                                     
|                                                                                               
|Total liabilities and stockholders' equity                                                     
|                                                                                               
|                                                                                               
|                                                                                               
|The accompanying notes are an integral part of the condensed consolidated financial statements.



---



|LIN TELEVISION CORPORATION                                                                     
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Operations                                                
|(unaudited)                                                                                    
|(In thousands except per share amounts)                                                       
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net revenues                                                                                   
|Operating costs and expenses:                                                                  
|Direct operating                                                                               
|Selling general and administrative                                                            
|Corporate                                                                                      
|Amortization of program rights                                                                 
|Depreciation and amortization of intangible assets                                             
|                                                                                               
|Total operating costs and expenses                                                             
|                                                                                               
|                                                                                               
|Operating income  (loss)                                                                       
|                                                                                               
|Other (income) expense:                                                                        
|Interest expense                                                                               
|Investment income                                                                              
|Share of (income) loss in equity investments                                                   
|(Gain) loss on derivative instruments                                                          
|Gain on redemption of investment in Southwest                                                  
|Sports Group                                                                                   
|Fee on termination of Hicks Muse agreements                                                    
|Loss on impairment of investment                                                               
|Other net                                                                                     
|                                                                                               
|Total other expense net                                                                       
|                                                                                               
|                                                                                               
|Income (loss) from continuing operations before provision                                      
|for (benefit from) income taxes extraordinary item                                            
|and cumulative effect of change in accounting principle                                        
|Provision for (benefit from) income taxes                                                      
|Income (loss) from continuing operations before extraordinary                                  
|item and cummulative effect of change in accounting principle                                  
|                                                                                               
|Income from discontinued operations net of tax                                                
|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 loss                                                                                       
|                                                                                               
|                                                                                               
|                                                                                               
|The accompanying notes are an integral part of the condensed consolidated financial statements.



---



|LIN TELEVISION CORPORATION                                                                     
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows                                                
|(unaudited)                                                                                    
|(In thousands)                                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net cash provided by operating activities                                                      
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from sale of broadcast license                                                        
|Deposit received on assets held for sale                                                       
|Other 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 (used in) provided by 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 revolver 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.



---



LIN Television Corporation.Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1  Basis of Presentation:



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

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

These   condensed   consolidated   financial
statements  have  been  prepared  without  audit,  pursuant  to  the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to such rules and regulations. The Company filed audited financial
statements for the year ended December 31, 2001 in its annual Form 10-K, which
included 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 with 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.,
repay all of the outstanding  indebtedness under the Company's senior credit
facilities, redeem  all of the preferred stock of Sunrise  Television  Corp., pay
discounts,  commissions and other expenses, including $6.2 million to affiliates
of Hicks Muse, and for general corporate purposes.

The Company used a portion of
the IPO proceeds to repay debt of $330.0 million. This included the repayment of
the Company's  senior  credit  facilities of $197.3  million.  In addition,  the
Company  used a portion of the IPO  proceeds to repay the Sunrise debt which was
recorded at fair market value of $163.4 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 $130.1  million of the remaining  Sunrise debt. In addition,  the
Company  exchanged  $54.3 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 $10.9 million to
redeem the balance of Sunrise' preferred stock held by another investor.

Note 3  Business Combinations and Disposals:

Sunrise  Acquisition: On May 2, 2002, concurrent with the consummation
of LIN TV Corp.'s initial public offering ("IPO"),  the Company acquired all of the common
stock of Sunrise  Television  Corp.  ("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. The Company is in
the process of obtaining third-party valuations of certain intangible assets;
thus the allocation of the purchase price among by acquired assets is subject to refinement.

In  conjunction with the acquisition of Sunrise
Television,  the Company sold to Smith Television of North Dakota,  Inc. ("Smith
Television") the broadcast licenses of the Sunrise's Dakota television  stations
for $1.0 million with the Company  retaining the other operating  assets and the
cash  flow  provided  by the  Dakota  television  stations.  This  agreement  is
contingent on the Smith Television closing on the Dakota television  stations by
August 31, 2002. If Smith  Television  does not close by August 31, 2002,  Smith
Television  must  reassign the  broadcast  licenses to the  Company,  subject to
regulatory approval, for the amount of $1.0 million and the Company retains the
$5.0 million deposit.  This reassignment right
has been valued at the same fair value as the underlying broadcast licenses

The Company recorded, as part of the Sunrise Television acquisition, the fair
market value of the Sunrise debt of $163.4 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 $130.1 million of the remaining Sunrise debt.  In
addition, the Company exchanged $54.3 million of 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 preferred stock held by another
investor.

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

As  an exhange of  ownership of an entity under
common  control,  Sunrise  Television  was included in the Company's  results of
operation  beginning  May 2, 2002,  the date of the  original  acquisition.  The
following  table sets  forth pro forma  information  as a result of the  Sunrise
Television acquisition.

|                                                                         | Three Months Ended June 30 | Six Months Ended June 30
|------------------------------------------------------------------------ | --------------------------- | -------------------------
|                                                                         |                             |                          
|                                                                         | 2002                        | 2001                     
|                                                                         |                             |                          
|Net revenues                                                             | $         94,768            | $         86,325         
|Operating income (loss)                                                  | 30,785                      | 3,633                    
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting principle             | (11,415)                    | (19,423)                 
|(Loss) income from discontinued operations net of tax provision of $148 | (346)                       | (68)                     
|Extraordinary item - loss on early extinguishment of debt               |                             |                          
|net of tax benefit (2002: $860; 2001: $2400)                            | 1,597                       | 4,410                    
|Cumulative effect of change in accounting principle                     |                             |                          
|net of tax benefit of $16525                                            | --                          | --                       
|                                                                         |                             |                          
|Net loss                                                                 | $       (12,666)            | $       (23,765)         
|                                                                         |                             |                          
|                                                                        
|Basic and diluted (loss) income per common share:                        |                             |                          
|Loss from continuing operations before extraordinary                     |                             |                          
|item and cumulative effect of change in accounting                       |                             |                          
|principle                                                                | $         (0.27)            | $         (0.74)         
|(Loss) income from discontinued operations net of tax                   | (0.01)                      | --                       
|Extraordinary item net of tax                                           | 0.04                        | 0.17                     
|Cumulative effect of change in accounting principle net of tax          | --                          | --                       
|Net loss                                                                 | $         (0.30)            | $         (0.91)         
|                                                                        
|Weighted - average number of common shares                               |                             |                          
|outstanding used in calculating basic and diluted                        |                             |                          
|earnings per common share                                                | 41,680                      | 26,150                   

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):

|                                                            | WOTV-TV             | WVBT-TV             | WCTX-TV             | Sunrise 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                                        | $                -- | $                -- | $                -- | $         23,132  
|Property and equipment                                      | 1,291               | --                  | --                  | 33,260            
|Broadcast licenses                                          | 1,556               | 3,022               | 4,739               | 169,781           
|Assets held for sale                                        | --                  | --                  | --                  | 37,850            
|Other long-term assets                                      | --                  | --                  | --                  | 4,830             
|Liabilities held for sale                                   | --                  | --                  | --                  | (1,850)           
|Total other liabilities                                     |                     |                     |                     | (28,132)          
|Long-term debt                                              | --                  | --                  | --                  | (163,447)         
|Preferred stock                                             | --                  | --                  | --                  | (65,169)          
|                                                           
|                                                            |                     |                     |                     |                   
|Total purchase price including direct acquisition expenses | $           2,847   | $           3,022   | $           4,739   | $         10,255  
|                                                            |                     |                     |                     |                   

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 $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 June 30, 2002 and December 31, 2001 (in thousands):

|                         | June 30 2002    | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|NBC joint venture        | $         59,897 | $         56,259 
|WAND (TV) Partnership    | 13,546           | 13,458           
|Banks Broadcasting Inc. | 13,694           | 12,877           
|                         |                  |                  
|                         | 87,137           | 82,594           
|Southwest Sports Group   | --               | 56,000           
|                         |                  |                  
|                         | $         87,137 | $       138,594  
|                         |                  |                  

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 $611,000 from the joint venture in
the three and six-month periods ended June 30, 2002.  The Company received  distributions of $1.6
million and $6.4 million for the same periods in the prior year.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                        | Three Months Ended June 30 | Six Months Ended June 30
|----------------------- | --------------------------- | -------------------------
|                        |                             |                          
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Net revenues            | $         45,470            | $         41,454         
|Operating income        | 28,248                      | 17,932                   
|Net income (loss)       | 13,368                      | 1,800                    
|                       
|                        | June 30                    | December 31             
|                        | 2002                        | 2001                     
|                        |                             |                          
|                       
|Current assets          | $         10,280            | $           1,939        
|Non-current assets      | 257,443                     | 248,118                  
|Current liabilities     | 725                         | 906                      
|Non-current liabilities | 815,500                     | 815,500                  

WAND (TV) Partnership:
The Company has a 33 1/3%
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 from the Company to WAND (TV) Partnership under this
arrangement were approximately $663,000  and $412,000 as of June 30, 2002
and 2001, respectively.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                    | Three Months Ended June 30 | Six Months Ended June 30
|------------------- | --------------------------- | -------------------------
|                    |                             |                          
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Net revenues        | $           1,751           | $           1,720        
|Operating income    | 92                          | 25                       
|Net income (loss)   | 95                          | 40                       
|                   
|                    | June 30                    | December 31             
|                    | 2002                        | 2001                     
|                    |                             |                          
|                   
|Current assets      | $           3,543           | $           4,141        
|Non-current assets  | 34,073                      | 34,104                   
|Current liabilities | 953                         | 1,846                    

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 $1.4 million   and  $539,000  as of June 30,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended June 30 | Six Months Ended June 30
|-------------------------- | --------------------------- | -------------------------
|                           |                             |                          
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Net revenues               | $           1,385           | $           1,054        
|Operating loss             | (356)                       | (703)                    
|Net loss                   | (234)                       | (452)                    
|                          
|                           | June 30                    | December 31             
|                           | 2002                        | 2001                     
|                           |                             |                          
|                          
|Current assets             | $           3,098           | $           2,969        
|Non-current assets         | 28,897                      | 27,903                   
|Current liabilities        | 2,128                       | 2,481                    
|Non-current liabilities    | 600                         | 760                      
|Redeemable preferred stock | 298                         | 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 has 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):

|                             | June 30 2002      | December 31 2001  
|---------------------------- | ------------------ | -------------------
|                             |                    |                    
|Amortized Intangible Assets: |                   
|LMA purchase options         | $              500 | $           1,125  
|Accumulated amortization     | (167)              | (1,125)            
|                             |                    |                    
|                             | $              333 | $                --
|                             |                    |                    

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | $    1,132,634
|Goodwill                       | 596,859       
|                               |               
|                               | 1,729,493     
|                               |               
|Total intangible assets        | $    1,729,826
|                               |               

Amortization  expense was approximately
$10.9 million and $21.7 million for the three
and six months ended June 30,  2001 , respectively.
There was approximately $167,000 of amortization expense recorded on the
local marketing agreement ("LMA") purchase option for
the three and six months ended June 30, 2002.
  The Company expects that the LMA purchase option will be fully amortized at December
31, 2002.

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 loss 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 June 30 | Six Months Ended June 30
|-------------------------------- | --------------------------- | -------------------------
|                                 | 2002                        | 2001                     
|                                 |                             |                          
|Reported net loss                | $           1,740           | $         (4,438)        
|Addback: goodwill amortization   | --                          | 2,649                    
|Addback: intangible amortization | --                          | 4,369                    
|                                 |                             |                          
|Adjusted net loss                | $           1,740           | $           2,580        
|                                 |                             |                          
|                                

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 $390.0 million and $430.0 million
at June 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 June 30,
2002 was a liability of $3.4 million. Other (income)
expense for the three and six-month periods ended June 30, 2002 includes income of
$1.0 million and $2.2 million, respectively, from the marking-to-market of these derivative
instruments, compared to a loss of $119,000 and $2.0 million, respectively, for the same periods
last year.

Note 7 Debt:

Debt  consisted of the following (in
thousands):

|                                                                                            | June 30 2002       | December 31 2001
|------------------------------------------------------------------------------------------- | ------------------- | -----------------
|                                                                                            |                     |                  
|Senior Credit Facilities                                                                    | $                -- | $       182,300  
|$210000 8% Senior  Notes due 2008                                                         |                     |                  
|(net of discount of $6581 and $7165 at June 30 2002 and December 31 2001 respectively) | 203,419             | 202,835          
|$300000 8 3/8% Senior Subordinated Notes due 2008                                         |                     |                  
|(net of discount of $399 and $432 at June 30 2002 and December 31 2001 respectively)     | 299,601             | 299,568          
|$2500 7% STC Broadcasting Note due 2006                                                   | --                  | 2,500            
|$7125  10% Hicks Muse Note due 2003                                                       | 7,125               | --               
|                                                                                            |                     |                  
|Total  debt                                                                                 | 510,145             | 687,203          
|                                                                                           
|Less current portion                                                                        | 7,125               | --               
|                                                                                            |                     |                  
|Total long-term debt                                                                        | $       503,020     | $       687,203  
|                                                                                            |                     |                  

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  period  ended
June 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
Television  acquisition,  the fair market  value of the  Sunrise  debt of $163.4
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 $130.1 million
of the remaining Sunrise debt. In addition,  the Company exchanged $54.3 million
of 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 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 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.
The Company agrees to pay Hicks Muse Partners the principal balance of this note,
together with all accrued and unpaid interest, on May 8, 2003, the maturity date.

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.  The aggregate  annual fee was
adjustable,  on a  prospective  basis,  on January 1 of each calendar year to an
amount equal to 1% of the budgeted consolidated annual earnings before interest,
tax,  depreciation  and  amortization  ("EBITDA")  of the  Company  for the then
current  fiscal year.  Upon the  acquisition by the Company of another entity or
business,  the fee was adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event could the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  was also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable  to the  Company.  The final  payment  under the Hicks  Muse
monitoring   and  oversight   agreement  was   approximately   $54,000  for  the
three-months  ended June 30, 2002. The fee for the six months ended June 30, 2002
was approximately $368,000. The fees for
the three and  six months  ended June 30, 2001 were  approximately  $314,000  and
$626,000, 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
June 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.

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 liablities 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, 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 certain of its deferred tax assets.  This entry has no impact on the Company's
cash flows.

Note 10  Assets Held for Sale:

In  conjunction with the acquisition of Sunrise
Television, the Company entered into an agreement with Smith Television of North
Dakota,  Inc.  in which the Company sold the broadcast license for the television stations
 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. The Company has agreed to sell substantially
all of the remaining assets of the stations for $35.0 million.
  The transaction would transfer ownership of KVLY-TV and KFYR-TV and its
satellite  stations  to  Smith  Television  of  North  Dakota,  Inc.  for  total
consideration of approximately $36.0 million in cash less the $1.0 million
paid for the broadcast licenses and other advances noted below.  Accordingly,  the Company
has classified the assets and liabilities associated with these stations as held
for sale on its balance  sheet as of June 30,  2002.  As of June 30,  2002,  the
Company has received a deposit of $5.0 million from Smith Television,  which the
Company has recorded in other  current  liabilities.  The  remaining  balance is
expected to be settled by the end of the third quarter of 2002.  The Company has
recognized approximately $276,000 of income, net of a tax provision of $148,200,
in  discontinued  operations.   Included  in  the  net  income  of  discontinued
operations is revenue for these  stations of  approximately  $2.5  million. If Smith Television does not close by August 31, 2002, Smith Television must reassign the broadcast licenses to
the Company, subject to regulatory approval, for the amount of $1.0 million. The
carrying  amounts of the assets and  liabilities of the North Dakota  television
stations, as of June 30, 2002, are as follows:

|ASSETS                          |                   
|------------------------------- | ------------------
|Accounts receivable             | $           2,469 
|Program rights                  | 1,131             
|Other assets                    | 303               
|Property and equipment net     | 20,686            
|Intangible assets net          | 13,355            
|                                |                   
|Total Assets held for sale      | $         37,944  
|                                |                   
|                               
|LIABILITIES                     |                   
|Accounts payable                | $              235
|Program obligations             | 1,133             
|Other accrued expenses          | 694               
|                                |                   
|Total liabilities held for sale | $           2,062 
|                                |                   
|                               
|                                |                   
|Net assets held for sale        | $         35,882  
|                                |                   

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 No. 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.