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 is, therefore, filing this form with the
reduced disclosure format permitted by such instruction.

LIN TV Corp. Class A common stock, $0.01 par value, issued and outstanding at May 14, 2002:
26,104,497 shares.
LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding at May 14, 2002:
23,580,874 shares.
LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding at May 14, 2002:
2 shares.
LIN Holdings Corp. common stock, $0.01 par value, issued and outstanding at May 14, 2002:
1,000 shares.
LIN Television Corporation common stock, $0.01 par value, issued and outstanding at May 14, 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 Results of Operations and Financial Condition                        
|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827; 2001 - $1802)                                                                 
|Program rights                                                                                 
|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:                                                                           
|Accounts payable                                                                               
|Program obligations                                                                            
|Accrued income taxes                                                                           
|Current portion of long-term debt                                                              
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes, net                                                                     
|Program obligations                                                                            
|Other liabilities                                                                              
|                                                                                               
|Total liabilities                                                                              
|                                                                                               
|Stockholders' equity:                                                                          
|Class A common stock $0.01 par value 100000000 shares authorized                          
|6494276 shares issued and outstanding                                                        
|Class B common stock $0.01 par value 50000000 shares authorized                           
|19193882 shares 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 issued and outstanding; convertible into an                                           
|equal number of Class A  common stock.                                                         
|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 (loss)                                                                        
|                                                                                               
|Other (income) expense:                                                                        
|Interest expense                                                                               
|Investment income                                                                              
|Share of (income) loss in equity investments                                                   
|(Gain) loss on derivative instruments                                                          
|Other net                                                                                     
|                                                                                               
|Total other expense net                                                                       
|                                                                                               
|                                                                                               
|Loss before provision for (benefit from) income taxes                                          
|Provision for (benefit from) income taxes                                                      
|                                                                                               
|Loss before cumulative effect of change in accounting principle                                
|                                                                                               
|Cumulative effect of change in accounting principle net of tax benefit of $16525             
|                                                                                               
|Net loss                                                                                       
|                                                                                               
|                                                                                               
|                                                                                               
|Basic and diluted loss per common share:                                                       
|Loss before cumulative effect of change in accounting principle                                
|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 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 used in operating activities                                                          
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from disposals of property and equipment                                              
|Investment in Banks Broadcasting Inc.                                                         
|Other investments                                                                              
|Capital distributions from equity investments                                                  
|Payments for business combinations                                                             
|Local marketing agreement expenditures                                                         
|                                                                                               
|Net cash (used in) provided by investing activities                                            
|                                                                                               
|                                                                                               
|FINANCING ACTIVITIES:                                                                          
|Net payments on exercises of phantom stock units                                               
|Proceeds from (payment on) Senior Credit Facilities                                            
|                                                                                               
|Net cash provided by (used in) financing activities                                            
|                                                                                               
|                                                                                               
|Net decrease 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 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.  These statements should be read
in conjunction with the LIN Holdings and LIN Television
 annual reports on Form 10-K for the fiscal year
ended December 31, 2001 and LIN TV Corp.'s registration statement on Form
S-1 filed on May 2, 2002.

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

The  Company's   preparation   of  financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions  that affect the reported amount of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses during the reported periods. Estimates are used when accounting for the
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
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 will
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  Business Combinations:

The  Company  acquired the broadcast licenses
and certain operating assets of WOTV-TV and
WVBT-TV  during the first  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 and WVBT-TV, under local
marketing agreements, since October 30, 1991 and December 14, 1994, respectively.
 The   following   table   summarizes   these   acquisitions   (in
thousands):

|                                                           | WOTV-TV           | WVBT-TV           | Total            
|---------------------------------------------------------- | ----------------- | ----------------- | -----------------
|                                                           |                  
|Acquisition date                                           | January 29 2002  | January 31 2002 
|                                                          
|Fair Value of Assets acquired:                            
|Broadcast licenses                                         | $           1,556 | $           3,022 | $           4,578
|Property and equipment                                     | 1,291             | --                | 1,291            
|                                                           |                   |                   |                  
|Total purchase price, including direct acquisition expense | $           2,847 | $           3,022 | $           5,869
|                                                           |                   |                   |                  

Pro  forma  statements  of  operations  for the
periods ended March 31, 2002 and 2001 would not differ  materially from reported
results.

Note 3  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 March 31, 2002 and December 31, 2001 (in thousands):

|                         | March 31 2002   | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|                        
|NBC joint venture        | $         57,784 | $         56,259 
|WAND (TV) Partnership    | 13,514           | 13,458           
|Banks Broadcasting Inc. | 13,812           | 12,877           
|                         |                  |                  
|                         | 85,110           | 82,594           
|Southwest Sports Group   | 56,750           | 56,000           
|                         |                  |                  
|                         | $       141,860  | $       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 no cash distributions from the joint venture in
the three-month period ended March 31, 2002 and received  distributions of $4.8
million in the three-month period  ended  March 31,  2001.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                  | Three Months Ended March 31
|----------------- | ----------------------------
|                  |                             
|                  | 2002                        
|                  |                             
|                 
|Net revenues      | $         40,242            
|Operating income  | 23,676                      
|Net income (loss) | 7,480                       

|                        | March 31         | December 31     
|----------------------- | ----------------- | -----------------
|                        | 2002              | 2001             
|                        |                   |                  
|                       
|Current assets          | $           9,976 | $           1,939
|Non-current assets      | 247,599           | 248,118          
|Current liabilities     | 906               | 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 $512,000 for the period ended March 31, 2002.
Amounts due to the Company from WAND (TV) Partnership under this arrangement
were approximately $483,000 for the period ended March 31, 2001.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                        | Three Months Ended March 31
|----------------------- | ----------------------------
|                        |                             
|                        | 2002                        
|                        |                             
|                       
|Net revenues            | $           1,813           
|Operating income (loss) | 165                         
|Net income (loss)       | 169                         
|                       
|                        | March 31                   
|                        | 2002                        
|                        |                             
|                       
|Current assets          | $           3,072           
|Non-current assets      | 34,022                      
|Current liabilities     | 525                         

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 $931,000    and  $236,000  as of March 31,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended March 31
|-------------------------- | ----------------------------
|                           |                             
|                           | 2002                        
|                           |                             
|                          
|Net revenues               | $           1,129           
|Operating loss             | (498)                       
|Net loss                   | (331)                       
|                          
|                           | March 31                   
|                           | 2002                        
|                           |                             
|                          
|Current assets             | $           3,166           
|Non-current assets         | 28,908                      
|Current liabilities        | 1,871                       
|Non-current liabilities    | 702                         
|Redeemable preferred stock | 298                         

Note 4  Intangible Assets:

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

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

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | 960,368       
|Goodwill                       | 589,485       
|                               |               
|                               | 1,549,853     
|                               |               
|Total intangible assets        | $    1,550,353
|                               |               

Aggregate  amortization  expense  for the three
months ended March 31,  2001 was approximately $10.8 million.  There was no amortization expense for
the three months ended March 31, 2002.

There  was no amortization  expense recorded on
the local marketing agreements  ("LMA") purchase option during the first
quarter of 2002,  as the  option  was  acquired  at the end of the  period.  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 carrying amount 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 is 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):

|                                        | March 31 2002          | March 31 2001         
|--------------------------------------- | ----------------------- | -----------------------
|                                        |                         |                        
|Reported net loss                       | $       (56,409)        | $       (21,775)       
|Addback: goodwill amortization          | --                      | 2,651                  
|Addback: broadcast license amortization | --                      | 4,289                  
|                                        |                         |                        
|Adjusted net loss                       | $       (56,409)        | $       (14,835)       
|                                        |                         |                        
|                                       
|                                       
|Basic and diluted earnings per share:   |                         |                        
|Reported net loss                       | (2.20)                  | (0.85)                 
|Addback: goodwill amortization          | --                      | 0.10                   
|Addback: broadcast license amortization | --                      | 0.17                   
|                                        |                         |                        
|Adjusted net loss                       | $                (2.20) | $                (0.58)
|                                        |                         |                        

Note 5  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 March 31, 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 March 31,
2002 was a liability of $4.4 million. Other (income)
expense for the period ended March 31, 2002 includes  a
$1.1 million gain from the marking-to-market of these derivative
instruments.

Note 6  Long-Term Debt:

Long-term debt consisted of the following (in thousands):

|                                                                                               | March 31 2002  | December 31 2001
|---------------------------------------------------------------------------------------------- | --------------- | -----------------
|                                                                                               |                 |                  
|Senior Credit Facilities                                                                       | $       192,301 | $       182,300  
|$300000 8 3/8% Senior Subordinated Notes due 2008                                            |                 |                  
|(net of discount of $416 and $432 at March 31 2002 and December 31 2001 respectively)       | 299,584         | 299,568          
|$325000 10% Senior Discount Notes due 2008                                                   |                 |                  
|(net of discount of $27780 and $34935 at March 31 2002 and December 31 2001 respectively) | 297,220         | 290,065          
|$210000 8% Senior  Notes due 2008                                                            |                 |                  
|(net of discount of $6873 and $7165 at March 31 2002 and December 31 2001 respectively)   | 203,127         | 202,835          
|$100000 10% Senior Discount Notes due 2008                                                   |                 |                  
|(net of discount of $18572 and $21045 at March 31 2002 and December 31 2001 respectively) | 81,428          | 78,955           
|$2500 7% STC Broadcasting Note due 2006                                                      | 2,500           | 2,500            
|                                                                                               |                 |                  
|Total  debt                                                                                    | 1,076,160       | 1,056,223        
|                                                                                              
|Less current portion                                                                           | (125,000)       | --               
|                                                                                               |                 |                  
|Total long-term debt                                                                           | $       951,160 | $    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 $235.0 million and  (iii)  provided  for the
amendment of certain financial covenants and financial ratio requirements.

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.
(See Note 10 - Subsequent Events).

Note 7  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    3,076,000    and
1,817,000 shares of common stock, and phantom
units  exercisable  into 682,000 and 680,000 shares of common stock at March 31,
2002 and 2001,  respectively,  were not included in the  calculation  of diluted
earnings  per share  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 8  Related Party Transactions:

Monitoring  and  Oversight  Agreement:   The
Company is 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 is
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 is adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event shall the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  is also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable to the Company.  The fees were approximately $313,000 and $312,000
for the periods ended March 31, 2002 and 2001, respectively.

Financial Advisory Agreement:  The Company is
also party to an  agreement  with Hicks Muse  Partners,  pursuant to which Hicks
Muse  Partners  receives  a fee  equal to 1.5% of the  total  value  of  certain
transactions  in which the  Company is  involved.  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
March 31, 2002 or 2001.

In connection with its initial public offering, 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 cash in the amount of $6.2 million, warrants
to purchase 123,466 shares of the Company's class B common stock and a promissory note
in the amount of $7.1 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 Subsequent Events:

Sunrise  Acquisition: On May 2, 2002, concurrent with the consummation
of the Company's initial public offering ("IPO"),  the Company closed on
the  acquisition of Sunrise  Television  Corp  ("Sunrise").  The Sunrise
acquisition added seven stations to the Company's  operations,  six of which
are 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 $19.7 million in exchange for Sunrise's  common stock
and options.  In addition,  affiliates of Hicks Muse acquired from a third-party
the face amount,  plus accrued  interest and  accumulated  dividends,  which was
approximately  $82.2 million as of May 2, 2002, of Sunrise's  14% redeemable
preferred stock and 14% senior  subordinated  notes due 2007, and then exchanged
these obligations for 3,736,000 shares of the Company's class B common stock.
 The Company  used part of the  proceeds  from the initial  public  offering to
repay the  remaining  debt of Sunrise.  The Company  intends to account for this
transaction under the purchase method of accounting.

Initial  Public  Offering:  On May 2, 2002,  the Company  completed the
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 $402.7 million,  net of commissions, discounts and
other  offering  costs of  approximately  $27.4 million.  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, redeem all of the preferred stock of Sunrise,  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.

In   connection   with  the  IPO,  the  Company
redeemed all of its 500,000 Series A Preferred  Units in Southwest Sports Group ("SSG")
, by its terms,  for
approximately $60.8 million, including accumulated interest.

Sale of WNAC-TV: On April 22, 2002, the Company  completed the sale of
the broadcast license and  operating  assets of WNAC-TV 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  with the first payment due on December 31, 2002.
The  Company  continues  to operate the  station  pursuant to a local  marketing
agreement.

Acquisition  of  WCTX: On April 29, 2002,  the Company  completed  the
acquisition  of the broadcast  license  and certain operating  assets of WCTX-TV  for a total
purchase price of $1.1 million. The Company accounted for this transaction under
the purchase method of accounting.  The Company has been operating WCTX-TV under
a local marketing agreement since December 9, 1994.



---



Part II:  Managements Discussion and Analysis of Results
of Operations and Financial Condition

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 significant 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  covering 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.



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)
|                                                                                                |  |         |     |         |  |             |         |         |  |           |            |         
|LIN Television Stations:                                                                        |  |         |     |         |  |             |         |         |  |           |            |          |  |  |         |  |  |  |     |  |  |  |      |  
|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 |  |  |  |      |  
|Austin, TX                                                                                      |  |         | 54  |         |  |             | KXAN-TV |         |  |           | NBC        |          |  |  | 36      |  |  |  | O&O |  |  |  | 0.53 | %
|                                                                                                |  |         |     |         |  |             | KNVA-TV |         |  |           | WB         |          |  |  | 54      |  |  |  | LMA |  |  |  |      |  
|                                                                                                |  |         |     |         |  |             | KBVO-CA |         |  |           | Telefutura |          |  |  | Various |  |  |  | O&O |  |  |  |      |  
|Fort Wayne, IN                                                                                  |  |         | 104 |         |  |             | WANE-TV |         |  |           | CBS        |          |  |  | 15      |  |  |  | O&O |  |  |  | 0.25 | %
|Springfield-Holyoke, MA                                                                         |  |         | 105 |         |  |             | WWLP-TV |         |  |           | NBC        |          |  |  | 22      |  |  |  | O&O |  |  |  | 0.24 | %
|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 |  |  |  |      |  
|Champaign-Springfield-Decatur, IL                                                               |  |         | 82  |         |  |             | WAND-TV |         |  |           | ABC        |          |  |  | 17      |  |  |  | JV  |  |  |  | 0.34 | %
|                                                                                               
|Sunrise Television Stations - Stations acquired on
        May 2, 2002 from Sunrise Television:
|Providence, RI-New Bedford, MA                                                                  |  |         | 49  |         |  |             | WPRI-TV |         |  |           | CBS        |          |  |  | 12      |  |  |  | O&O |  |  |  | 0.57 | %
|                                                                                                |  |         |     |         |  |             | WNAC-TV |         |  |           | FOX        |          |  |  | 64      |  |  |  | LMA |  |  |  |      |  
|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 | %
|Abilene-Sweetwater, TX                                                                          |  |         | 162 |         |  |             | KRBC-TV |         |  |           | NBC        |          |  |  | 9       |  |  |  | O&O |  |  |  | 0.11 | %
|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 or Sunrise 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

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 and 2001:

- 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.

Results of Operations

Set forth below are the  significant  factors
that  contributed  to our  operating  results for the periods
ended March 31, 2002 and 2001, respectively. Our results from
operations  from  period to period are not  directly  comparable  because of the
impact of the acquisitions of WJPX-TV, WKPV-TV and  WJWN-TV in 2001.  WVBT-TV, WOTV-TV
and WNLO-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 March 31
|-------------------------------------------------- | ----------------------------
|                                                   |                             
|                                                   | 2002                        
|                                                   |                             
|                                                  
|Net revenues                                       | $         62,523            
|Operating costs and expenses:                      |                             
|Direct operating                                   | 19,957                      
|Selling general and administrative                | 15,864                      
|Corporate                                          | 2,128                       
|Amortization of program rights                     | 4,682                       
|Depreciation and amortization of intangible assets | 5,722                       
|                                                   |                             
|Total operating costs and expenses                 | 48,353                      
|                                                   |                             
|                                                  
|Operating income (loss)                            | 14,170                      
|                                                   |                             

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

Net  revenues  increased  approximately  7.7% to
$62.5 million  for the period ended March 31, 2002 from  $58.0 million
for the same  period in the prior year.  The  increase  is  primarily  due to
incremental revenue of $4.2
million related to advertising aired by our NBC affiliated stations
during the Olympic games.

Direct operating expenses, consisting primarily
of news, engineering, programming and music licensing costs, remained relatively
flat over the prior year,  increasing  only 1.1% to  $20.0 million  for the
period ended March 31, 2002 from $19.7 million for the same period in the
prior year.

Selling, general and administrative expenses,
consisting primarily of employee salaries, sales commissions and
other employee benefit costs, advertising and promotional
expenses, remained relatively flat over the prior year,
increasing only 1.4% to $15.9 million for the period ended
March 31, 2002, from $15.6 million for the same
period in the prior year.

Corporate   expenses,   representing   costs  associated  with  the  centralized
management of our stations,  decreased 11.0% to $2.1 million for the period
ended  March 31,  2002, from  $2.4 million  for the same period in the
prior year.  This is primarily the result of reimbursement of $200,000 of our
corporate expenses by Sunrise in accordance with a management services agreement
dated January 7, 2002.

Amortization of program rights represents costs
associated with the acquisition of syndicated programming,
features and specials. Amortization of program rights decreased
12.7% to $4.7 million for the period ended March 31,
2002, from $5.4 million for the same period in the prior
year. The decrease is due to lower program costs of approximately $760,000
at WAPA-TV.

Depreciation and amortization of intangible
assets decreased 64.8% to $5.7 million for the period ended
March 31, 2002, from $16.3 million for the same
period in the prior 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   increased   13.3%  to   $25.4 million   for  the  period   ended
March 31,  2002, from  $22.4 million  for the same period in the prior
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  $7.1 million  and $272,000,
respectively, for the period ended March 31, 2002.

Interest expense for LIN Television decreased
1.7% to $15.4 million for the period ended March 31,
2002, from $15.6 million for the same period in the prior
year. This decrease was due to the early retirement of a portion
of our senior credit facilities using proceeds from our Senior Notes and Senior
Discount Notes issued in June 2001.

Investment   income  increased  14.3%  to  $1.1
million for the period ended  March 31,  2002,  from  $930,000 for the same
period in the prior year as a result of increased  interest income on  higher
cash balances.

Share of income in equity investments increased to
$1.4 million for the period ended March 31, 2002,
from a loss  of $1.4 million for the same
period 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) loss on derivative instruments, derived from the marking-to-market of interest
rate collar, cap and swap arrangements increased to a gain of $1.1 million from a loss of
$1.9 million for the periods ended March 31, 2002 and 2001, respectively.  This
increase is due to  fluctuations in market interest rates.

Provision for (Benefit from) Income Taxes

LIN  TV  Corp.'s  and  LIN  Holdings'  provision  for  income  taxes  increased  to
approximately  $18.2  million for the  three-month  period ended March 31, 2002,
from a benefit for income taxes of $4.1 million for the same period in the prior
year.  This  increase  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.  In assessing the  realizability  of
deferred  tax assets,  management  considers  whether it is more likely than not
that some portion or all of the  deferred tax assets will be realized.  Prior to
January 1, 2002, the Company recorded  deferred tax liabilities  relating to the
difference in the book and tax basis of goodwill and intangibles.  The reversals
of those deferred tax  liabilities  were utilized to support the  recognition of
the deferred tax assets recorded by the Company.  As a result of the adoption of
SFAS No.  142,  those  deferred  tax  liabilities  will no longer  reverse  on a
scheduled  basis and can no longer be  utilized to support  the  realization  of
deferred tax assets.  LIN TV Corp. and LIN Holdings used a discrete provision for
the  three-month  period  ended  March  31,  2002 in  order  to more  accurately
calculate their effective tax rate.

LIN  Television's  provision  for income  taxes
decreased to $1.0 million for the  three-month  period  ended March 31, 2002,  from $2.3
million for the same period in the prior year.  This  decrease was primarily due
to the  disproportionate  impact  of  non-deductible  goodwill  relative  to the
projected  annual  pretax net loss from the prior period not  impacting  the current
period because of the adoption of SFAS No. 142. LIN  Television  used a discrete
provision  for the  three-month  period  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 25.1% to $22.0
million for the period  ended March 31,  2002,  from $17.6  million for the same
period in the prior year. The increase is due to higher revenues and
flat expenses 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, remained flat at $19.7 million
for the periods ended March 31, 2002 and 2001.

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, it is a measurement used by industry analysts to determine the
market value of our television stations and it is a measurement industry analysts
use when evaluating our operating performance.  Our management uses broadcast
cash flow and adjusted EBITDA, among other things, in evaluating the operating
performance of our stations, to value stations targeted for acquisition and as
a component of incentive bonus payments for our executive officers and key station
personnel.

Broadcast cash flow and adjusted EBITDA are not
a  measure  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
March 31, 2002, we had cash and cash equivalents of
$10.8 million and $40.0 million available for
borrowings under the revolving portion of our senior credit
facilities.

Net cash used in operating activities was
 $3.7 million and $834,000 for the periods ended March 31, 2002 and 2001, respectively.
 The increase is primarily due to higher cash payments for interest during the
first quarter of 2002.

Net cash used in investing activities was
$12.6 million  for the period  ended  March 31,  2002,  compared to $150,000
provided by  investing  activities  for the same  period in the prior year.  The
change  was  primarily  due to an increase of $5.9 million in payments for business
combinations and the lack of capital distribution from equity investments for the
period ended March 31, 2002.

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 $5.2 million during the first quarter
of 2002  compared to $3.6 million  during the first  quarter of 2001.  We expect
that we will make capital  expenditures of  approximately  $35.1 million,
including the capital requirements of the acquired Sunrise stations, for the
year ended December 31, 2002.

Net cash provided by financing activities was
$9.9 million for the period ended March 31, 2002,
compared to $213,000 used in financing activities for the same period in the prior
year. The change was primarily due to increased net borrowings of
$10.0 million under the revolving portion of our senior
credit facilities.

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
$402.7  million,  net of  commissions,  discounts  and other  offering  costs of
approximately  $27.4 million.  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,  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.

In   connection   with  the  IPO,  the  Company
redeemed all of its 500,000 Series A Preferred  Units in SSG, by its terms,  for
approximately $60.8 million, including accumulated interest.

The following table sets
forth cash proceeds that we estimate will be available from the
proceeds of the IPO and related transactions, including our planned sale
of the North Dakota stations, during the second quarter of 2002, acquired in the Sunrise acquisition. (in
millions):







|                                                                    |                                                    |   |       |      | 
|------------------------------------------------------------------- | -------------------------------------------------- | - | ----- | ---- | 
|Gross proceeds of the inital public offering                        |                                                    | $ | 430.1 |     
|Proceeds from redemption of                                         |                                                    |   |       |     
|                                                                    | Southwest Sports Group preferred units             |   |       | 60.8 | 
|Proceeds from the disposition of the North Dakota
        stations, |                                                    |   |       |     
|                                                                    | expected to be completed in second quarter of 2002 |   |       | 28.9
|                                                                    |                                                    |   |       |      | 
|                                                                    |                                                    | $ | 519.8 |     



Following the repayment of debt outstanding under
our senior credit facilities with proceeds from the public offering,
we have up to $235.0 million of revolving credit and
up to $150.0 million of incremental term loan availability
under our newly amended senior credit facilities.



Uses of
Funds





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
March 31, 2002 for the periods shown.

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 March 31,
2002 (in thousands):

|                                        | 2002            | 2003 - 2005     | 2006 - 2007     | Thereafter      | Total         
|--------------------------------------- | --------------- | --------------- | --------------- | --------------- | --------------
|                                        |                 |                 |                 |                 |               
|                                        | (In thousands) 
|                                       
|Principal payments and mandatory        |                 |                 |                 |                 |               
|redemptions of LIN TV debt              | 194,801         | 125,000         | --              | 810,000         | 1,129,801     
|Principal payments redemptions and     |                 |                 |                 |                 |               
|redemption premiums on Sunrise debt (1) | 136,033         | --              | --              | --              | 136,033       
|Cash Interest on debt                   | 57,300          | 224,281         | 146,749         | 13,463          | 441,793       
|Capital expenditures (2)                | 35,100          | --              | --              | --              | 35,100        
|Program payments                        | 25,110          | 36,014          | 2,461           | --              | 63,585        
|Operating leases                        | 1,443           | 2,556           | 754             | 2,270           | 7,023         
|Local marketing agreement payments      | 2,957           | 2,736           | 3,200           | --              | 8,893         
|                                        |                 |                 |                 |                 |               
|Total                                   | $       452,744 | $       390,587 | $       153,164 | $       825,733 | $    1,822,228
|                                        |                 |                 |                 |                 |               






---



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Excludes approximately
        $78.3 million, as of March 31, 2002, including accumulated dividends and accrued
        interest, of preferred stock of STC Broadcasting and debt of
        Sunrise acquired by affiliates of Hicks Muse that we have
        exchanged for shares of our class B common stock in
        accordance with a formula based on the initial public offering
        price of our class A common stock, after deducting
        underwriting discounts and commissions.
|   
|   
|   
|(2) |  | 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.                                                                                                                                                                                                 
|   

As of March 31, 2002, we had total debt
of approximately $1.1 billion. We repaid
$192.3 million of our indebtedness outstanding
under our senior credit facilities as of
March 31, 2002, 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 the $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.

In connection with the initial public offering, we amended our senior credit
facilities to allow for the offering and other transactions,
 to increase the amount of incremental term loan
availability to $150.0 million from $75.0 million, as well as to
increase the available revolving portion to $235.0 million from $160.0 million.

As of March 31, 2002, Sunrise had total
debt and redeemable preferred stock of approximately
$214.3 million, including redemption premium obligations.
We have cancelled approximately $78.3 million of Sunrise
indebtedness at March 31, 2002 through a equity-for-debt exchange with
affiliates of Hicks Muse, and have used a portion of the proceeds
from the IPO and related transactions to repay the
remaining $136.0 million of Sunrise debt.

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 coverage of political  events and 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  March  31,  2002,  LIN TV Corp. and LIN Holdings Corp.  had  approximately  $1.1  billion  of
consolidated  indebtedness  and  approximately  $348.2  million of  consolidated
stockholders' equity. LIN Telvision Corporation had approximately $697.5 million of
consolidated indebtedness and approximately $699.3 million of consolidated
stockholders' equity.  In addition, we may incur additional indebtedness
in the future.  Accordingly,  we will continue to have significant debt
service obligations.

Our large amount of indebtedness could, for example:

- require  us to use a  substantial  portion of our cash flow from
operations to pay  indebtedness  and reduce the availability of our cash flow to
fund working  capital,  capital  expenditures,  acquisitions  and other  general
corporate activities;
- limit our ability to obtain additional financing in the future;
- exposes 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
conducts  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.  We  cannot assure you that any consents or
amendments  that may be required in the future will 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 their
amortization of intangible assets and debt service obligations.  In addition, as
of March 31,  2002,  LIN TV Corp.  and LIN  Holdings  Corp.  had an  accumulated
deficit of $213.7 million.  We cannot assure you that we will be able to achieve
or maintain our 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 its  amortization  of
intangible  assets and debt service  obligations.  In addition,  as of March 31,
2002,  LIN Television  had an  accumulated  deficit of $120.8 million.  We cannot
assure you that it will be able to achieve or maintain its 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 its 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 its 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 Corp.
  will be
required  to redeem  $125.0 million  in  aggregate  principal  amount of their 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.

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  $1.6 billion,  or 78.5%,  of our
total assets as of March 31, 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 2001. 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.

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  23,580,874 shares  of our
class B  common stock,  which  represents  approximately  47.5% of its
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 its stations will be attributed to Hicks Muse and
that no stations  attributed  to Hicks Muse will be  attributed  to us.
However,  if  affiliates  of Hicks Muse elect to convert their shares of class B
common stock into either our class A  common stock or class C  common
stock,  under  current  FCC  rules  and  regulations,   the  stations  that  are
attributable to Hicks Muse would be attributed to us. In addition,  the
FCC has stated  that it reserves  the  authority,  in an  appropriate  case,  to
declare   as  being   attributable   an   unusual   combination   of   otherwise
nonattributable interests.

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

Hicks Muse and its  affiliates  will have the
ability to convert shares of our  nonvoting  class B common stock into
class A  common  stock,  subject to the  approval  of the FCC.  If this  occurs,
affiliates of Hicks Muse would own  approximately  47.5% of our voting
equity  interests and will  effectively  have the ability to elect our
entire board of directors and to approve or disapprove any corporate transaction
or other  matters  submitted to our  stockholders  for  approval,  including the
approval of mergers or other significant corporate  transactions.  The interests
of Hicks Muse and its  affiliates may differ from the interests of our
other  stockholders and Hicks Muse and its affiliates could take actions or make
decisions that are not in your best interests.

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

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

Moreover,  Royal W. Carson,  III and Randall S.  Fojtasek,  two of our
directors,  together own all of our class C common stock and therefore
possess  70% of its  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 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 us take 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 you. 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 LIN Holdings and its  subsidiaries,  which could  trigger the change of
control provisions under the Company's existing indebtedness.

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

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.
On April 19,  2002,  the FCC filed a petition for rehearing or rehearing en banc
with the United  States  Court of Appeals for the  District of Columbia  Circuit
seeking reconsideration of the Court's decision regarding the 35% ownership rule
and cable/broadcast  cross-ownership rules. In particular, the FCC has asked the
Court   to   reconsider   its   interpretation   of   the   provision   of   the
Telecommunications  Act that  requires  the FCC to review  its  ownership  rules
biennially.  In addition,  the decision relating to the duopoly rule may also be
subject  to  further  judicial  proceedings.  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 acquire
Sunrise's 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are  exposed to market  risk from
changes  in  interest  rates  principally  with  respect  to its  senior  credit
facilities,  which are priced based on certain variable  interest rate alternatives.
 There was  approximately  $192.3  million
outstanding as of March 31, 2002 under our senior credit facilities.

Accordingly,  we  are  exposed  to  potential
losses related to increases in interest rates. A hypothetical 1 percent increase
in the floating  rate used as the basis for the  interest  charged on the senior
credit  facility  as of March 31, 2002  would  result in an  estimated  $1.9  million
increase in annualized  interest expense assuming a constant balance outstanding
of $192.3 million.

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  at  March   31,   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  March 31,
2002 was a liability of $4.4 million. Other (income) expense for the period
ended   March 31,   2002   includes   $1.1 million   income  from  the
marking-to-market     of    these     derivative     instruments.     We
do not use derivative instruments for
speculative or trading purposes.

We are also exposed to market risk related to
changes  in the  interest  rates  through  its  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 ou 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 $27.4 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  $28.9  million  in  cash  and a
promissory note in the amount of $7.1 million.

Net proceeds from our intial public  offering
were approximately  $402.7 million.  We 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 March 31, 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)
|Proceeds from disposition of the North Dakota
        stations             |  |   | 28.9  |    
|                                                                           |  |   |       |    
|Total                                                                      |  | $ | 519.8 |    
|                                                                           |  |   |       |    

Cash Uses


(in millions)




|                                          |                                        |   |       |       |    
|----------------------------------------- | -------------------------------------- | - | ----- | ----- | ---
|LIN TV Corp.:                             |                                        |   |       |      
|                                          | Senior credit facilities               |   | $     | 192.6 |    
|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         |   |       | 10.2  | (d)
|Discounts, commissions and other expenses |                                        |   | 27.4 
|Cash payments to Hicks Muse affiliates    |                                        |   | 6.2   | (e)  
|Cash and cash equivalents                 |                                        |   | 150.6 |      
|                                          |                                        |   |       |      
|Total                                     |                                        | $ | 519.8 |      
|                                          |                                        |   |       |      






---



|    |  |                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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:

| | 2.1   |    |  |  |  | Agreement and Plan of Merger among Sunrise
        Television Corp. and LIN TV Corp. dated as of
        February 19, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.2   |    |  |  |  | First Amendment to Agreement and Plan of Merger,
        dated as of March 29, 2002, between LIN TV Corp. and
        Sunrise Television Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 10.1  |    |  |  |  | First Amendment to Amended and Restated Credit
        Agreement, dated as of January 23, 2002 among LIN Holdings
        Corp., LIN Television Corporation, JPMorgan Chase Bank (formerly
        known as The Chase Manhattan Bank), as Administrative Agent,
        Swingline Lender and Issuing Lender, and the other Lenders named
        therein.                                                                                                                                                                                                                                                    
| | 10.1. | 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  |    |  |  |  | Amended and Restated Financial Advisory
        Agreement, dated as of February 20, 2002, among LIN
        Television Corporation, LIN Holdings Corp., LIN TV Corp.
        and Hicks, Muse & Co.
        Partners, L.P.                                                                                                                                                                                                                                                                                                                                                                                  
| | 10.2. | 1  |  |  |  | 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  |    |  |  |  | Termination and Release Agreement, dated as of
        February 20, 2002, by and among LIN Television Corp., LIN
        TV Corp., LIN Holdings Corp. and Hicks, Muse & Co. Partners,
        L.P.                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.3  | .1 |  |  |  | First Amendment to Termination and Release
        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.                                                                                                                                                                                                                                                                                                            
| | 10.21 |    |  |  |  | Exchange Agreement, dated as of February 19,
        2002, by and among Hicks, Muse, Tate & Furst Equity Fund
        III, L.P., HM3 Coinvestors, L.P. and LIN TV Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 10.21 | .1 |  |  |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                              
| | 10.22 |    |  |  |  | LIN TV Corp. 2002 Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 10.23 |    |  |  |  | LIN TV Corp. 2002 Non-Employee Director Stock
        Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 10.24 |    |  |  |  | LIN TV Corp. 2002 Employee Stock Purchase Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 99.1  |    |  |  |  | Director nominee consent, dated February 19,
        2002 by Mr. William S.
        Banowsky, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 99.2  |    |  |  |  | Director nominee consent, dated February 19,
        2002 by Mr. William Cunningham.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 99.3  |    |  |  |  | Director nominee consent, dated April 18, 2002 by
        Antoinette Cook Bush.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 99.4  |    |  |  |  | Director nominee consent, dated April 19, 2002 by
        Wilma H. Jordan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



---



|     |                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |                                                                                                                                                                  
|    
|    | 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. 001-31311.   
|    
|    
|   | 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. 001-31311.
|    
|    
|  | Incorporated by reference to the Amendment No. 2 of
        Registration Statement on Form S-1 of LIN TV Corp., dated April 12, 2002,
        File No. 001-31311.
|    
|    
| | Incorporated by reference to the Amendment No. 1 of
        Registration Statement on Form S-1 of LIN TV Corp., dated April 3, 2002,
        File No. 001-31311. 
|    
|    
|    
| | Incorporated by reference to the
        Registration Statement on Form S-1 of LIN TV Corp., dated February 22, 2002,
        File No. 001-31311.                
|    

Reports on Form 8-K:

On January 7, 2002, LIN Holdings Corp. and
LIN Television Corporation filed a Current Report
on Form 8-K in connection with the announcement that LIN Television would assume
the management of six stations from STC Broadcasting, Inc.



---



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: May 15, 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827; 2001 - $1802)                                                                 
|Program rights                                                                                 
|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:                                                                           
|Accounts payable                                                                               
|Program obligations                                                                            
|Accrued income taxes                                                                           
|Current portion of long-term debt                                                              
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes, net                                                                     
|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 (loss)                                                                        
|                                                                                               
|Other (income) expense:                                                                        
|Interest expense                                                                               
|Investment income                                                                              
|Share of (income) loss in equity investments                                                   
|(Gain) loss on derivative instruments                                                          
|Other net                                                                                     
|                                                                                               
|Total other expense net                                                                       
|                                                                                               
|                                                                                               
|Loss before provision for (benefit from) income taxes                                          
|Provision for (benefit from) income taxes                                                      
|                                                                                               
|Loss before cumulative effect of change in accounting principle                                
|                                                                                               
|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 HOLDINGS CORP.                                                                             
|-----------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows                                                
|(Unaudited)                                                                                    
|(In thousands)                                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Net cash provided by (used in) operating activities                                            
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from disposals of property and equipment                                              
|Investment in Banks Broadcasting Inc.                                                         
|Other investments                                                                              
|Capital distributions from equity investments                                                  
|Payments for business combinations                                                            
|Local marketing agreement expenditures                                                         
|                                                                                               
|Net cash (used in) provided by investing activities                                            
|                                                                                               
|                                                                                               
|FINANCING ACTIVITIES:                                                                          
|Net payments on exercises of phantom stock units                                               
|Proceeds from (payment on) long term debt                                                      
|                                                                                               
|Net cash provided by (used in) financing activities                                            
|                                                                                               
|                                                                                               
|Net increase (decrease) 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.  These statements should be read
in conjunction with the LIN Holdings and LIN Television annual reports on Form 10-K for the fiscal year
ended December 31, 2001.

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  Business Combinations:

The  Company  acquired the broadcast licenses
and certain operating assets of WOTV-TV and
WVBT-TV  during the first  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 and WVBT-TV, under local
marketing agreements, since October 30, 1991 and December 14, 1994, respectively.
 The   following   table   summarizes   these   acquisitions   (in
thousands):

|                                                           | WOTV-TV           | WVBT-TV           | Total            
|---------------------------------------------------------- | ----------------- | ----------------- | -----------------
|                                                           |                  
|Acquisition date                                           | January 29 2002  | January 31 2002 
|                                                          
|Fair Value of Assets acquired:                            
|Broadcast licenses                                         | $           1,556 | $           3,022 | $           4,578
|Property and equipment                                     | 1,291             | --                | 1,291            
|                                                           |                   |                   |                  
|Total purchase price, including direct acquisition expense | $           2,847 | $           3,022 | $           5,869
|                                                           |                   |                   |                  

Pro  forma  statements  of  operations  for the
periods ended March 31, 2002 and 2001 would not differ  materially from reported
results.

Note 3  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 March 31, 2002 and December 31, 2001 (in thousands):

|                         | March 31 2002   | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|                        
|NBC joint venture        | $         57,784 | $         56,259 
|WAND (TV) Partnership    | 13,514           | 13,458           
|Banks Broadcasting Inc. | 13,812           | 12,877           
|                         |                  |                  
|                         | 85,110           | 82,594           
|Southwest Sports Group   | 56,750           | 56,000           
|                         |                  |                  
|                         | $       141,860  | $       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 no cash distributions from the joint venture in
the three-month period ended March 31, 2002 and received  distributions of $4.8
million in the three-month period  ended  March 31,  2001.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                  | Three Months Ended March 31
|----------------- | ----------------------------
|                  |                             
|                  | 2002                        
|                  |                             
|                 
|Net revenues      | $         40,242            
|Operating income  | 23,676                      
|Net income (loss) | 7,480                       

|                        | March 31         | December 31     
|----------------------- | ----------------- | -----------------
|                        | 2002              | 2001             
|                        |                   |                  
|                       
|Current assets          | $           9,976 | $           1,939
|Non-current assets      | 247,599           | 248,118          
|Current liabilities     | 906               | 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 $512,000 for the period ended March 31, 2002.
Amounts due to the Company from WAND (TV) Partnership under this arrangement
were approximately $483,000 for the period ended March 31, 2001.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                        | Three Months Ended March 31
|----------------------- | ----------------------------
|                        |                             
|                        | 2002                        
|                        |                             
|                       
|Net revenues            | $           1,813           
|Operating income (loss) | 165                         
|Net income (loss)       | 169                         
|                       
|                        | March 31                   
|                        | 2002                        
|                        |                             
|                       
|Current assets          | $           3,072           
|Non-current assets      | 34,022                      
|Current liabilities     | 525                         

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  $931,000    and  $236,000  as of March 31,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended March 31
|-------------------------- | ----------------------------
|                           |                             
|                           | 2002                        
|                           |                             
|                          
|Net revenues               | $           1,129           
|Operating loss             | (498)                       
|Net loss                   | (331)                       
|                          
|                           | March 31                   
|                           | 2002                        
|                           |                             
|                          
|Current assets             | $           3,166           
|Non-current assets         | 28,908                      
|Current liabilities        | 1,871                       
|Non-current liabilities    | 702                         
|Redeemable preferred stock | 298                         

Note 4  Intangible Assets:

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

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

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | 960,368       
|Goodwill                       | 589,485       
|                               |               
|                               | 1,549,853     
|                               |               
|Total intangible assets        | $    1,550,353
|                               |               

Aggregate  amortization  expense  for the three
months ended March 31,  2001  was  $10.8 million.  There was no amortization expense for
the three months ended March 31, 2002.

There  was no amortization  expense recorded on
the local marketing agreements  ("LMA") purchase option during the first
quarter of 2002,  as the  option  was  acquired  at the end of the  period.  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
carrying  amount 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 is 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):

|                                        | March 31 2002   | March 31 2001  
|--------------------------------------- | ---------------- | ----------------
|                                        |                  |                 
|Reported net loss                       | $       (56,409) | $       (21,775)
|Addback: goodwill amortization          | --               | 2,651           
|Addback: broadcast license amortization | --               | 4,289           
|                                        |                  |                 
|Adjusted net loss                       | $       (56,409) | $       (14,835)
|                                        |                  |                 

Note 5  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 March 31, 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 March 31,
2002 was a liability of $4.4 million. Other (income)
expense for the period ended March 31, 2002 includes a
$1.1 million gain from the marking-to-market of these derivative
instruments.

Note 6  Long-Term Debt:

Long-term  debt  consisted of the following (in
thousands):

|                                                                                               | March 31 2002  | December 31 2001
|---------------------------------------------------------------------------------------------- | --------------- | -----------------
|                                                                                               |                 |                  
|Senior Credit Facilities                                                                       | $       192,301 | $       182,300  
|$300000 8 3/8% Senior Subordinated Notes due 2008                                            |                 |                  
|(net of discount of $416 and $432 at March 31 2002 and December 31 2001 respectively)       | 299,584         | 299,568          
|$325000 10% Senior Discount Notes due 2008                                                   |                 |                  
|(net of discount of $27780 and $34935 at March 31 2002 and December 31 2001 respectively) | 297,220         | 290,065          
|$210000 8% Senior  Notes due 2008                                                            |                 |                  
|(net of discount of $6873 and $7165 at March 31 2002 and December 31 2001 respectively)   | 203,127         | 202,835          
|$100000 10% Senior Discount Notes due 2008                                                   |                 |                  
|(net of discount of $18572 and $21045 at March 31 2002 and December 31 2001 respectively) | 81,428          | 78,955           
|$2500 7% STC Broadcasting Note due 2006                                                      | 2,500           | 2,500            
|                                                                                               |                 |                  
|Total  debt                                                                                    | 1,076,160       | 1,056,223        
|                                                                                              
|Less current portion                                                                           | (125,000)       | --               
|                                                                                               |                 |                  
|Total long-term debt                                                                           | $       951,160 | $    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 $235.0 million and  (iii)  provided  for the
amendment of certain financial covenants and financial ratio requirements.

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.
(See Note 9 - Subsequent Events).

Note 7  Related Party Transactions:

Monitoring  and  Oversight  Agreement:   The
Company is 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 is
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 is adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event shall the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  is also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable to the Company.  The fees were approximately $313,000 and $312,000
for the periods ended March 31, 2002 and 2001, respectively.

Financial Advisory Agreement:  The Company is
also party to an  agreement  with Hicks Muse  Partners,  pursuant to which Hicks
Muse  Partners  receives  a fee  equal to 1.5% of the  total  value  of  certain
transactions  in which the  Company is  involved.  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
March 31, 2002 or 2001.

In connection with its initial public offering,
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 cash in the amount of $6.2 million,  warrants to purchase  123,466  shares of
LIN TV Corp.'s class B common stock and a promissory  note in the amount of $7.1
million.

Note 8 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 its deferred tax assets.
This entry has no impact on the Company's cash flows.

Note 9 Subsequent Events:

Sunrise  Acquisition: On May 2, 2002, concurrent with the consummation
of LIN TV Corp.'s initial public offering ("IPO"), the Company closed on
the  acquisition of Sunrise  Television  Corp  ("Sunrise").  The Sunrise
acquisition added seven stations to the Company's  operations,  six of which
are 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 $19.7 million in exchange for Sunrise's  common stock
and options.  In addition,  affiliates of Hicks Muse acquired from a third-party
the face amount,  plus accrued  interest and  accumulated  dividends,  which was
approximately  $82.2 million as of May 2, 2002, of Sunrise's  14% redeemable
preferred stock and 14% senior  subordinated  notes due 2007, and then exchanged
these  obligations for 3,736,000 million shares of LIN TV Corp.'s class B common
stock . The Company used part of the proceeds from the initial  public  offering
to repay the remaining debt of Sunrise.  The Company intends to account for this
transaction under the purchase method of accounting.

Initial  Public  Offering:  On May 2, 2002,  LIN TV Corp. completed the
IPO, in which it issued 19,550,000  shares  of  common  stock at
a  price of $22.00 per share.  Proceeds
 totaled approximately $402.7 million,  net of commissions, discounts and
other  offering  costs of  approximately  $27.4 million.  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, redeem all of the preferred stock of Sunrise,  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.

In   connection   with  the  IPO,  the  Company
redeemed all of its 500,000 Series A Preferred  Units in Southwest Sports Group ("SSG")
, by its terms,  for
approximately $60.8 million, including accumulated interest.

Sale of WNAC-TV: On April 22, 2002, the Company  completed the sale of
the broadcast license and  operating  assets of WNAC-TV 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  with the first payment due on December 31, 2002.
The  Company  continues  to operate the  station  pursuant to a local  marketing
agreement.

Acquisition  of  WCTX: On April 29, 2002,  the Company  completed  the
acquisition  of the broadcast  license  and certain operating  assets of WCTX-TV  for a total
purchase price of $1.1 million. The Company accounted for this transaction under
the purchase method of accounting.  The Company has been operating WCTX-TV under
a local marketing agreement since December 9, 1994.



---



|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827; 2001 - $1802)                                                                 
|Program rights                                                                                 
|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:                                                                           
|Accounts payable                                                                               
|Program obligations                                                                            
|Accrued income taxes                                                                           
|Current portion of long-term debt                                                              
|Accrued interest expense                                                                       
|Accrued sales volume discount                                                                  
|Other accrued expenses                                                                         
|                                                                                               
|Total current liabilities                                                                      
|Long-term debt excluding current portion                                                      
|Deferred income taxes, net                                                                     
|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                                                
|(In thousands)                                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|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                                                          
|Other net                                                                                     
|                                                                                               
|Total other expense net                                                                       
|                                                                                               
|                                                                                               
|Gain (loss) before provision for (benefit from) income taxes                                   
|Provision for income taxes                                                                     
|                                                                                               
|Gain (loss) before cumulative effect of change in accounting principle                         
|                                                                                               
|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 used in operating activities                                                          
|                                                                                               
|INVESTING ACTIVITIES:                                                                          
|Capital expenditures                                                                           
|Proceeds from property and equipment disposals                                                 
|Investment in Banks Broadcasting Inc.                                                         
|Other investments                                                                              
|Capital distributions from equity investments                                                  
|Payments for business combinations                                                             
|Local marketing agreement expenditures                                                         
|                                                                                               
|Net cash (used in) provided by investing activities                                            
|                                                                                               
|                                                                                               
|FINANCING ACTIVITIES:                                                                          
|Net payments on exercises of phantom stock units                                               
|Proceeds from (payment on) Senior Credit Facilities                                            
|                                                                                               
|Net cash provided by (used in) financing activities                                            
|                                                                                               
|                                                                                               
|Net decrease 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.  These statements should be read
in conjunction with LIN Holdings and LIN Television  annual reports on Form 10-K
for the fiscal  year ended  December  31,  2001.

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  Business Combinations:

The  Company  acquired the broadcast licenses
and certain operating assets of WOTV-TV and
WVBT-TV  during the first  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 and WVBT-TV, under local
marketing agreements, since October 30, 1991 and December 14, 1994, respectively.
 The   following   table   summarizes   these   acquisitions   (in
thousands):

|                                                           | WOTV-TV           | WVBT-TV           | Total            
|---------------------------------------------------------- | ----------------- | ----------------- | -----------------
|                                                           |                  
|Acquisition date                                           | January 29 2002  | January 31 2002 
|                                                          
|Fair Value of Assets acquired:                            
|Broadcast licenses                                         | $           1,556 | $           3,022 | $           4,578
|Property and equipment                                     | 1,291             | --                | 1,291            
|                                                           |                   |                   |                  
|Total purchase price, including direct acquisition expense | $           2,847 | $           3,022 | $           5,869
|                                                           |                   |                   |                  

Pro  forma  statements  of  operations  for the
periods ended March 31, 2002 and 2001 would not differ  materially from reported
results.

Note 3  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 March 31, 2002 and December 31, 2001 (in thousands):

|                         | March 31 2002   | December 31 2001
|------------------------ | ---------------- | -----------------
|                         |                  |                  
|                        
|NBC joint venture        | $         57,784 | $         56,259 
|WAND (TV) Partnership    | 13,514           | 13,458           
|Banks Broadcasting Inc. | 13,812           | 12,877           
|                         |                  |                  
|                         | 85,110           | 82,594           
|Southwest Sports Group   | 56,750           | 56,000           
|                         |                  |                  
|                         | $       141,860  | $       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 no cash distributions from the joint venture in
the three-month period ended March 31, 2002 and received  distributions of $4.8
million in the three-month period  ended  March 31,  2001.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

|                  | Three Months Ended March 31
|----------------- | ----------------------------
|                  |                             
|                  | 2002                        
|                  |                             
|                 
|Net revenues      | $         40,242            
|Operating income  | 23,676                      
|Net income (loss) | 7,480                       

|                        | March 31         | December 31     
|----------------------- | ----------------- | -----------------
|                        | 2002              | 2001             
|                        |                   |                  
|                       
|Current assets          | $           9,976 | $           1,939
|Non-current assets      | 247,599           | 248,118          
|Current liabilities     | 906               | 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 $512,000 for the period ended March 31, 2002.
Amounts due to the Company from WAND (TV) Partnership under this arrangement
were approximately $483,000 for the period ended March 31, 2001.
 The following presents the summarized financial
information of the WAND (TV) Partnership (in thousands):

|                        | Three Months Ended March 31
|----------------------- | ----------------------------
|                        |                             
|                        | 2002                        
|                        |                             
|                       
|Net revenues            | $           1,813           
|Operating income (loss) | 165                         
|Net income (loss)       | 169                         
|                       
|                        | March 31                   
|                        | 2002                        
|                        |                             
|                       
|Current assets          | $           3,072           
|Non-current assets      | 34,022                      
|Current liabilities     | 525                         

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  $931,000   and  $236,000  as of March 31,  2002 and 2001,
respectively.  The following  presents the summarized  financial  information of
Banks Broadcasting, Inc. (in thousands):

|                           | Three Months Ended March 31
|-------------------------- | ----------------------------
|                           |                             
|                           | 2002                        
|                           |                             
|                          
|Net revenues               | $           1,129           
|Operating loss             | (498)                       
|Net loss                   | (331)                       
|                          
|                           | March 31                   
|                           | 2002                        
|                           |                             
|                          
|Current assets             | $           3,166           
|Non-current assets         | 28,908                      
|Current liabilities        | 1,871                       
|Non-current liabilities    | 702                         
|Redeemable preferred stock | 298                         

Note 4  Intangible Assets:

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

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

|Unamortized Intangible Assets: |               
|------------------------------ | --------------
|Broadcast licenses             | 960,368       
|Goodwill                       | 589,485       
|                               |               
|                               | 1,549,853     
|                               |               
|Total intangible assets        | $    1,550,353
|                               |               

Aggregate  amortization  expense  for the three
months ended March 31,  2001   was  approximately $10.8 million.  There was no amortization expense for
the three months ended March 31, 2002.

There  was no amortization  expense recorded on
the local marketing agreements  ("LMA") purchase option during the first
quarter of 2002,  as the  option  was  acquired  at the end of the  period.  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
carrying  amount 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 is 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):

|                                         | March 31 2002   | March 31 2001  
|---------------------------------------- | ---------------- | ----------------
|                                         |                  |                 
|Reported net loss                        | $       (29,199) | $       (21,411)
|Add back: goodwill amortization          | --               | 2,651           
|Add back: broadcast license amortization | --               | 4,289           
|                                         |                  |                 
|Adjusted net loss                        | $       (29,199) | $       (14,471)
|                                         |                  |                 

Note 5  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 March 31, 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 March 31,
2002 was a liability of $4.4 million. Other (income)
expense for the period ended March 31, 2002 includes a
$1.1 million gain from the marking-to-market of these derivative
instruments.

Note 6  Long-Term Debt:

Long-term  debt  consisted of the following (in
thousands):

|                                                                                             | March 31 2002  | December 31 2001
|-------------------------------------------------------------------------------------------- | --------------- | -----------------
|                                                                                             |                 |                  
|Senior Credit Facilities                                                                     | $       192,301 | $       182,300  
|$300000 8 3/8% Senior Subordinated Notes due 2008                                          |                 |                  
|(net of discount of $416 and $432 at March 31 2002 and December 31 2001 respectively)     | 299,584         | 299,568          
|$210000 8% Senior  Notes due 2008                                                          |                 |                  
|(net of discount of $6873 and $7165 at March 31 2002 and December 31 2001 respectively) | 203,127         | 202,835          
|$2500 7% STC Broadcasting Note due 2006                                                    | 2,500           | 2,500            
|                                                                                             |                 |                  
|Total  debt                                                                                  | 697,512         | 687,203          
|                                                                                            
|Less current portion                                                                         | --              | --               
|                                                                                             |                 |                  
|Total long-term debt                                                                         | $    697,512    | $    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 $235.0 million and  (iii)  provided  for the
amendment of certain financial covenants and financial ratio requirements.

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.
(See Note 8 - Subsequent Events).

Note 7  Related Party Transactions:

Monitoring  and  Oversight  Agreement:   The
Company is 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 is
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 is adjusted  prospectively  in the same manner  using the pro
forma  consolidated  annual EBITDA of the Company.  In no event shall the annual
fee be  less  than  $1.0  million.  Hicks  Muse  Partners  is also  entitled  to
reimbursement  for any  expenses  incurred by it in  connection  with  rendering
services  allocable to the Company.  The fees were approximately $313,000 and $312,000
for the periods ended March 31, 2002 or 2001, respectively.

In connection with its initial public offering,
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 cash in the amount of $6.2 million, warrants
to purchase 123,466 shares of LIN TV Corp.'s class B common stock and a promissory note
in the amount of $7.1 million.

Note 8 Subsequent Events:

Sunrise  Acquisition: On May 2, 2002, concurrent with the consummation
of LIN TV Corp.'s initial public offering ("IPO"), the Company closed on
the  acquisition of Sunrise  Television  Corp  ("Sunrise").  The Sunrise
acquisition added seven stations to the Company's  operations,  six of which
are 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 $19.7 million in exchange for Sunrise's  common stock
and options.  In addition,  affiliates of Hicks Muse acquired from a third-party
the face amount,  plus accrued  interest and  accumulated  dividends,  which was
approximately  $82.2 million as of May 2, 2002, of Sunrise's  14% redeemable
preferred stock and 14% senior  subordinated  notes due 2007, and then exchanged
these obligations for  3,736,000 million shares of LIN
TV Corp.'s class B common stock.  The Company used part of the proceeds from the
initial  public  offering to repay the  remaining  debt of Sunrise.  The Company
intends  to  account  for  this   transaction   under  the  purchase  method  of
accounting.

Initial  Public  Offering:  On May 2, 2002,  LIN TV Corp. completed the
IPO, in which it issued 19,550,000  shares  of  common  stock at
a  price of $22.00 per share.  Proceeds
 totaled approximately $402.7 million,  net of commissions, discounts and
other  offering  costs of  approximately  $27.4 million.  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, redeem all of the preferred stock of Sunrise,  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.

In   connection   with  the  IPO,  the  Company
redeemed all of its 500,000 Series A Preferred  Units in Southwest  Sports Group
("SSG")  , by its terms,  for  approximately  $60.8  million,  including
accumulated interest.

Sale of WNAC-TV: On April 22, 2002, the Company  completed the sale of
the broadcast license and  operating  assets of WNAC-TV 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  with the first payment due on December 31, 2002.
The  Company  continues  to operate the  station  pursuant to a local  marketing
agreement.

Acquisition  of  WCTX: On April 29, 2002,  the Company  completed  the
acquisition  of the broadcast  license  and certain operating  assets of WCTX-TV  for a total
purchase price of $1.1 million. The Company accounted for this transaction under
the purchase method of accounting.  The Company has been operating WCTX-TV under
a local marketing agreement since December 9, 1994.