<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                               -----------------

                                   Form 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the quarterly period ended March 31, 2002.

                                      or

[_] Transition report pursuant to Section 13 of 15(d) of the Securities
    Exchange Act of 1934 for transition period from            to           .

                         Commission File No. 333-38689

                               -----------------

                           FOX SPORTS NETWORKS, LLC
            (Exact name of registrant as specified in its charter)

                         Delaware                 95-4577574
              (State or other jurisdiction of  (I.R.S. Employer
              incorporation or organization)  Identification No.)

              10000 Santa Monica Boulevard, Los Angeles, CA 90067
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (310) 444-8123

                               -----------------

   Indicate by check mark whether the Registrant has (1) 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) been subject to such
filing requirements for the past 90 days.

                               Yes [X]   No [_]

================================================================================

<PAGE>

                                    PART I
                             FINANCIAL INFORMATION

Item 1.  Financial Statements

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       March 31, 2002 and June 30, 2001
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                      March 31,  June 30,
                                                                                        2002       2001
                                                                                     ----------- ----------
                                                                                     (unaudited) (audited)
                                      ASSETS
                                      ------
<S>                                                                                  <C>         <C>
Current assets:
   Cash and cash equivalents........................................................ $   10,788  $   11,162
   Trade and other receivables, net of allowance for doubtful accounts of $8,629 at
     March 31, 2002 and $8,789 at June 30, 2001.....................................    272,434     230,483
   Receivables from equity affiliates, net..........................................      3,259      22,402
   Program rights...................................................................    227,126     177,397
   Prepaid expenses and other current assets........................................     34,727      32,366
                                                                                     ----------  ----------
       Total current assets.........................................................    548,334     473,810
Property and equipment, net.........................................................     65,016      72,119
Investments in affiliates...........................................................    907,446     934,797
Program rights......................................................................    340,414     160,397
Excess cost, net....................................................................    486,893     476,795
Other assets........................................................................     74,128      60,377
                                                                                     ----------  ----------
       Total Assets................................................................. $2,422,231  $2,178,295
                                                                                     ==========  ==========
                          LIABILITIES AND MEMBERS' EQUITY
                          -------------------------------
Current liabilities:
   Accounts payable and accrued expenses............................................ $  214,460  $  180,060
   Program rights payable...........................................................    198,394     142,915
   Current portion of long-term debt................................................      2,767       2,636
   Accrued interest.................................................................      5,894      18,188
   Other current liabilities........................................................     15,198       9,925
                                                                                     ----------  ----------
       Total current liabilities....................................................    436,713     353,724
Non-current program rights payable..................................................    204,368      86,613
Long-term debt, net of current portion..............................................  1,722,280   1,676,859
Minority interest...................................................................      5,145       2,474
Commitments and contingencies
Members' equity.....................................................................     53,725      58,625
                                                                                     ----------  ----------
       Total Liabilities and Members' Equity........................................ $2,422,231  $2,178,295
                                                                                     ==========  ==========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.

                                      2

<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          For the Three and Nine Months Ended March 31, 2002 and 2001
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                Three Months Ended       Nine Months Ended
                                                     March 31,               March 31,
                                              ----------------------  ----------------------
                                                 2002        2001        2002        2001
                                              ----------- ----------- ----------- -----------
                                              (unaudited) (unaudited) (unaudited) (unaudited)
<S>                                           <C>         <C>         <C>         <C>
Revenues, net:
   Programming...............................  $215,440    $172,536    $587,385    $471,904
   Advertising...............................    73,999      65,662     200,042     190,634
   Other.....................................    14,664      11,115      36,760      36,491
                                               --------    --------    --------    --------
                                                304,103     249,313     824,187     699,029
                                               --------    --------    --------    --------
Expenses:
   Operating.................................   221,174     180,571     578,887     479,046
   General and administrative................    21,840      24,020      74,165      66,524
   Depreciation and amortization.............    10,326       9,202      30,917      26,943
                                               --------    --------    --------    --------
Operating income.............................    50,763      35,520     140,218     126,516
                                               --------    --------    --------    --------
Other expenses (income):
   Interest, net.............................    36,788      36,173     110,355     108,182
   Subsidiaries' income tax (benefit)expense.       303         113      (2,271)        279
   Equity loss of affiliates, net............    11,722      13,227      33,307      10,753
   Gain on sale of affiliate.................        --     (40,805)         --     (40,805)
   Other, net................................       816        (286)      1,399        (263)
   Minority interest.........................       111         588       2,328       2,713
                                               --------    --------    --------    --------
Net income (loss)............................  $  1,023    $ 26,510    $ (4,900)   $ 45,657
                                               ========    ========    ========    ========
</TABLE>


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

                                      3

<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

               For the Nine Months Ended March 31, 2002 and 2001
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                        March 31,
                                                                                 ----------------------
                                                                                    2002        2001
                                                                                 ----------- -----------
                                                                                 (unaudited) (unaudited)
<S>                                                                              <C>         <C>
Cash flows from operating activities:
   Net (loss) income............................................................  $  (4,900)  $  45,657
   Adjustments to reconcile net (loss) income to net cash provided by (used in)
     operating activities:
       Depreciation and amortization............................................     30,917      26,943
       Amortization of cable distribution investments...........................     17,857      15,828
       Interest accretion and amortization of debt issuance costs...............     28,304      25,976
       Loss on disposal of assets...............................................        843          24
       Equity loss of affiliates, net...........................................     33,307      10,753
       Gain on sale of affiliate................................................         --     (40,805)
       Minority interest........................................................      2,328       2,713
   Changes in operating assets and liabilities:
       Trade and other receivables..............................................    (31,188)    (18,649)
       Program rights...........................................................   (223,184)    (90,416)
       Prepaid expenses and other operating assets..............................    (34,958)    (27,883)
       Accounts payable and accrued expenses....................................     30,311      27,538
       Program rights payable...................................................    173,234      18,745
       Accrued interest and other operating liabilities.........................     (7,021)     (5,734)
                                                                                  ---------   ---------
          Net cash provided by (used in) operating activities...................     15,850      (9,310)
                                                                                  ---------   ---------
Cash flows from investing activities:
   Advances from equity affiliates..............................................     48,046       8,127
   Advances to equity affiliates................................................    (28,903)    (39,257)
   Purchases of property and equipment..........................................    (13,090)    (21,337)
   Proceeds from sale of property and equipment.................................      1,240          --
   Investments in equity affiliates.............................................    (38,163)    (22,010)
   Distributions from equity affiliates.........................................     17,061      35,727
   Proceeds from sale of affiliate..............................................         --      31,030
   Acquisition of subsidiaries..................................................    (17,716)    (39,873)
                                                                                  ---------   ---------
          Net cash used in investing activities.................................    (31,525)    (47,593)
                                                                                  ---------   ---------
Cash flows from financing activities:
   Borrowings of long-term debt.................................................    514,245     555,129
   Repayment of long-term debt..................................................   (495,824)   (492,465)
   Distribution to minority shareholder of subsidiaries.........................     (3,120)     (3,960)
                                                                                  ---------   ---------
          Net cash provided by financing activities.............................     15,301      58,704
                                                                                  ---------   ---------
Net (decrease) increase in cash and cash equivalents............................       (374)      1,801
Cash and cash equivalents, beginning of period..................................     11,162      25,891
                                                                                  ---------   ---------
Cash and cash equivalents, end of period........................................  $  10,788   $  27,692
                                                                                  =========   =========
</TABLE>

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

                                      4

<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          March 31, 2002 (unaudited)
                            (Dollars in thousands)

(1)  Basis of Presentation

   The accompanying unaudited condensed consolidated financial statements of
Fox Sports Networks, LLC (the "Company") have been prepared by the Company
pursuant to the instructions for Form 10-Q and Article 10 of Regulation S-X
and, accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted where permitted by regulation. In management's opinion, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, primarily consisting of normal recurring accruals, necessary for a
fair presentation of the consolidated results of operations for the interim
periods presented. The unaudited condensed consolidated results of operations
for such interim periods are not necessarily indicative of the results that may
be expected for future interim periods or for the year ended June 30, 2002.
These interim unaudited condensed consolidated financial statements and the
notes thereto should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended June 30, 2001.

   The preparation of unaudited condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Because
of the use of estimates inherent in the financial reporting process, actual
results could differ from those estimates.

   The Company consolidates all of its subsidiaries in which control is held by
either the Company or Fox Entertainment Group, Inc. ("Fox"), its parent. The
percentage of ownership, together with the degree to which the Company controls
the management and operation of a regional sports network ("RSN"), determines
the appropriate accounting treatment for the Company's interest in that
particular RSN. If the Company owns a majority interest in a particular RSN,
but neither the Company nor Fox have control, the ownership interest is
accounted for using the equity method of accounting.

(2)  Debt

   Debt at March 31, 2002 and June 30, 2001 is summarized as follows:

<TABLE>
<CAPTION>
                                                 March 31,   June 30,
                                                   2002        2001
                                                ----------- ----------
                                                (unaudited)
        <S>                                     <C>         <C>
        19th Holdings Corporation.............. $  829,030  $  807,608
        Senior Notes...........................    500,000     500,000
        Senior Discount Notes..................    390,817     363,965
        Other..................................      5,200       7,922
                                                ----------  ----------
                                                 1,725,047   1,679,495
        Less current portion...................     (2,767)     (2,636)
                                                ----------  ----------
                                                $1,722,280  $1,676,859
                                                ==========  ==========
</TABLE>

   In July 1999, 19th Holdings Corporation ("19th Holdings"), a wholly-owned
subsidiary of Fox acquired the debt outstanding under a bank facility from a
group of banks, ("the 19th Facility"). Borrowings under the 19th Facility bear
interest at a fixed rate determined on an annual basis by 19th Holdings. 19th
Holdings has

                                      5

<PAGE>

determined that the rate of interest on this debt through June 2002 shall be
8%. In July 2000, the 19/th/ Facility was amended to increase the total amount
available to $900,000.

(3)  Summarized Financial Information

   Summarized unaudited statement of operations information for subsidiaries
accounted for under the equity method for which separate financial information
would be required for annual periods, is as follows:

<TABLE>
<CAPTION>
                                 Three Months Ended    Nine Months Ended March
                                      March 31,                  31,
                               ----------------------  ----------------------
                                  2002        2001        2002        2001
                               ----------- ----------- ----------- -----------
                               (unaudited) (unaudited) (unaudited) (unaudited)
 <S>                           <C>         <C>         <C>         <C>
 Revenues.....................  $338,291    $362,494   $1,039,155  $1,127,646
 Operating loss...............    (9,493)    (30,391)     (42,236)    (14,081)
 Net loss.....................   (10,824)    (34,190)     (39,564)    (28,154)
</TABLE>

(4)  Supplemental Disclosure to Unaudited Condensed Consolidated Statements of
Cash Flows

   In January 2002 and February 2002, the Company acquired additional equity
ownership interests in the Sunshine Network Joint Venture ("Sunshine RSN") (see
Note 9). These transactions resulted in increases of $10,736 in Trade and other
receivables, net, $2,812 in Program rights, $1,255 in Prepaid expenses and
other current assets, $591 in Property and equipment, net, $21,050 in Excess
cost, $143 in Other assets, $4,089 in Accounts payable and accrued expenses,
and $3,463 in Minority Interest. These transactions also reduced Investments in
affiliates by $15,146 as Sunshine was previously accounted for as an equity
method investment.

   Cash paid for interest on the Senior Notes was $44,375 for the nine months
ended March 31, 2002 and 2001. Debt increased by $48,231 and $49,001 in the
nine months ended March 31, 2002 and 2001, respectively, related to accrued
interest on the debt outstanding under the 19th Facility.

(5)  Reclassifications

   Certain reclassifications have been made to the prior period financial
statements in order to conform to the current period presentation.

(6)  New Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations" ("SFAS 141"). This statement changes
the accounting rules that apply to business combinations and is applicable to
acquisitions subsequent to June 30, 2001. As of March 31, 2002, SFAS 141 was
not material to the consolidated financial statements.

   In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). This statement changes the accounting rules
that apply to goodwill and intangible assets. Under SFAS 142, new goodwill and
intangible assets with indefinite lives acquired after June 30, 2001 should no
longer be amortized. Existing goodwill and intangible assets with indefinite
lives acquired prior to June 30, 2001 should no longer be amortized in fiscal
years starting after December 15, 2001. The Company plans to adopt SFAS 142 on
July 1, 2002. The Company is in the process of evaluating the impact SFAS 142
will have on the consolidated financial statements.

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which is effective for the fiscal years
beginning after December 15, 2001. SFAS No. 144 establishes an accounting model
for impairment or disposal of long-lived assets to be (i) held and used and
(ii) disposed of by sale. The Company plans to adopt SFAS No. 144 on July 1,
2002.

                                      6

<PAGE>

   In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt," required that gains and losses from extinguishment of debt be classified
as an extraordinary item, net of the related income tax effect. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in Accounting
Principles Board Opinion No. 30 for classification as an extraordinary item
shall be reclassified. SFAS No. 13, "Accounting for Leases," has been amended
to require sale-leaseback accounting for certain lease modifications that are
similar to sale-leaseback transactions. The rescission of SFAS No. 4 and the
amendment to SFAS No. 13 shall be effective for fiscal years and transactions,
respectively, occurring after May 15, 2002. The Company does not expect the
provisions of SFAS No. 145 to have a material impact on its consolidated
statements of operations

   In November 2001, the FASB's Emerging Issues Task Force ("EITF") issued EITF
No. 01-09, "Accounting for the Consideration Given by a Vendor to a Customer or
a Reseller of the Vendors' Products." This EITF, among other things, codified
the issues and examples of EITF No. 00-25, "Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products."
EITF No. 00-25 states that the financial statement classification of customer
incentives, including the amortization of such cable distribution investments,
should be presented as a reduction in revenue. As required, effective January
1, 2002, the Company reclassified the amortization of cable distribution
investments against programming revenue. All comparative periods have been
reclassified. The amortization of cable distribution investments has previously
been included in depreciation and amortization expense. Operating income and
Net income are not affected by this reclassification.

<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                                      March 31,               March 31,
                               ----------------------- -----------------------
                                  2002        2001        2002        2001
                               ----------- ----------- ----------- -----------
                               (unaudited) (unaudited) (unaudited) (unaudited)
 <S>                           <C>         <C>         <C>         <C>
 Programming..................  $221,380    $177,920    $605,242    $487,732
 Less: amortization of cable
   distribution investments...     5,940       5,384      17,857      15,828
                                --------    --------    --------    --------
                                $215,440    $172,536    $587,385    $471,904
                                ========    ========    ========    ========
</TABLE>

(7)  NASCAR Sublicense

   The Company has a sublicense arrangement with Fox for long-term sports
rights through fiscal 2006, whereby the Company may telecast certain National
Association of Stock Car Auto Racing ("NASCAR") events each year for an
allocated fee. The allocated fee from Fox is determined annually by Fox, based
on the Company's estimated share of revenues associated with the program
material, net of related expenses. Based on current estimates, the fee
allocated to the Company will result in no material operating profit or loss in
each remaining year of the sublicense arrangement. The allocated fee from Fox
under this sublicense arrangement is based on the Company's best estimates of
related revenues and expenses as of March 31, 2002; such estimates may change
in the future, and such changes may be significant. Should actual results
differ from the estimates applied as of March 31, 2002, the allocated fee from
Fox will change such that the Company will continue to recognize no operating
profit or loss in each remaining year of the sublicense arrangement.

(8)  Regional Programming Partners

   In June 1997, Rainbow Media Sports Holdings, Inc. ("Rainbow") (a subsidiary
of Cablevision Systems Corporation ("Cablevision") and Fox Sports Net, LLC
("Fox Sports Net") (a subsidiary of the Company) entered into a Formation
Agreement pursuant to which they agreed to form Regional Programming Partners
("RPP") and to hold various programming interests in connection with the
operation of certain RSNs. In accordance with the terms of the Formation
Agreement, upon consummation of the transactions contemplated thereby (the
"Rainbow Transaction") on December 18, 1997, Rainbow contributed various
interests in RSNs, the Madison Square Garden Entertainment Complex, Radio City
Music Hall, the New York Rangers NHL franchise, and the New York Knickerbockers
NBA franchise, to RPP in exchange for a 60% partnership interest in RPP, and
Fox Sports Net contributed $850 million in cash for a 40% partnership interest
in RPP.

                                      7

<PAGE>

   Pursuant to the partnership agreement of RPP (the "RPP Agreement"), after
the third anniversary of the closing of the Rainbow Transaction, upon certain
actions being taken by Fox Sports RPP Holdings, LLC ("Fox Sports RPP") a
subsidiary of Fox Sports Net, Rainbow Regional Holdings, Inc. ("RRH"), a
subsidiary of Rainbow, has the right to purchase from Fox Sports RPP all of Fox
Sports RPP's interests in RPP. The buyout price will be the greater of (i) (a)
$2,125,000, increased by capital contributions and decreased by capital
distributions times Fox Sports Net's interest in RPP plus (b) an 8% rate of
return on the amount in (a) and (ii) the fair market value of Fox Sports Net's
interest in RPP. Consideration will be, at Rainbow's option, in the form of
cash or a three-year note with an interest rate of prime plus 1/2%.

   Additionally, for (i) 30 days following the fifth anniversary of the closing
of the Rainbow Transaction, (ii) 30 days following each third year anniversary
of the fifth anniversary of the closing of the Rainbow Transaction and (iii) 30
days following receipt by Fox Sports RPP of RRH's notice initiating the buy-out
procedure described above, so long as RPP has not commenced an initial public
offering of its securities, Fox Sports RPP has the right to cause RRH, at RRH's
option, to either (i) purchase all of its interests in RPP or (ii) consummate
an initial public offering of RPP's securities. The sales price in an
acquisition by RRH will be the fair market value of Fox Sports RPP's interest
in RPP and the consideration will be, at Rainbow's option, in the form of
marketable securities of certain affiliated companies of Rainbow or a three
year note with an interest rate of prime plus 1/2%.

   In connection with the Rainbow Transaction, a subsidiary of Rainbow ("RNSH")
and a subsidiary of Fox Sports Net ("Fox Sports NSP") agreed to form National
Sports Partners, a New York general partnership ("NSP") in which each of RNSH
and Fox Sports NSP were issued a 50% partnership interest to operate Fox Sports
Net ("FSN"), a national sports programming service that provides its affiliated
RSNs with 24 hour per day national sports programming.

   Also in connection with the Rainbow Transaction, a subsidiary of Rainbow
("Rainbow Ad Sales") and a subsidiary of Fox Sports Net ("Fox Sports Ad
Sales"), agreed to form the National Advertising Partners, a New York general
partnership ("NAP") in which each of Fox Sports Ad Sales and Rainbow Ad Sales
were issued a 50% partnership interest to act as the national advertising sales
representative for the Fox Sports Net-owned RSNs and the RPP-owned and managed
RSNs.

   For 30 days following the fifth anniversary of the closing of the Rainbow
Transaction and for the 30 days following each third year anniversary of the
fifth anniversary of the closing of the Rainbow Transaction, so long as NSP and
NAP have not commenced an initial public offering of its securities, RNSH has
the right to cause Fox Sports NSP, at Fox Sports NSP's option, and Rainbow Ad
Sales has the right to cause Fox Sports Ad Sales, at Fox Sports Ad Sales'
option, to either:

  (i)  purchase all of its interests in RPP, NSP and NAP, respectively or

  (ii) consummate an initial public offering of NSP's and NAP's securities.

   The sales price in an acquisition will be the fair market value of the
Rainbow subsidiary's interest in NSP and NAP and the consideration will be, at
Fox Sports Net's option, in the form of marketable securities (as defined) of
certain affiliated entities of Fox Sports Net or a three-year note with an
interest rate of prime plus 1/2%.

(9)  Acquisition and Disposal

   On January 7, 2002 and February 21, 2002, the Company acquired approximately
23.3% and 0.4% interests, respectively, in the Sunshine RSN, for $17,300, net
of cash acquired and $366, respectively. From January 7, 2002, the results of
the Sunshine RSN are consolidated into the Company's operations. Had these
transactions occurred at July 1, 2001 with respect to the nine month period
ended March 31, 2002, and at July 1, 2000 with respect to the nine month period
ended March 31, 2001, the pro forma revenue for the nine months ended March 31,
2002 and 2001 would have increased by approximately $28,544 and $42,988,
respectively and net income would have increased by $2,564 and $309,
respectively.

                                      8

<PAGE>

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

   This document contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
The words "expect," "estimate," "anticipate," "predict," "believe" and similar
expressions and variations thereof are intended to identify forward-looking
statements. These statements appear in a number of places in this document and
include statements regarding the intent, belief or current expectations of the
Company, its members or its officers with respect to, among other things,
trends affecting the Company's financial condition or results of operations.
The readers of this document are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, including those risks and uncertainties discussed in this
document under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in the Company's Annual Report on Form
10-K for the year ended June 30, 2001 under the headings "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Company does not ordinarily make projections of its future
operating results and undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Readers should carefully review
the risk factors discussed in the other documents filed by the Company with the
Securities and Exchange Commission. This report should be read in conjunction
with the unaudited condensed consolidated financial statements of the Company
and related notes set forth elsewhere herein.

   The following discussion and analysis should be read in conjunction with the
Management's Discussion and Analysis included in the Company's Annual Report on
Form 10-K for the year ended June 30, 2001.

Introduction

   Fox Sports Networks, LLC (together with its subsidiaries, the "Company") was
formed to provide cable programming through its interests in regional sports
networks ("RSNs") and Fox Sports Net ("FSN"), a national sports programming
service, and through FX Network ("FX"), a general entertainment network. The
Company's interests in the sports programming business are derived through its
99.5% ownership interests in Fox Sports Net, LLC and Fox Sports RPP Holdings,
LLC, while its interest in FX is derived through its 99% ownership interest in
FX Networks, LLC.

   The Company was formed in April 1996, pursuant to a 50%/50% joint venture
between Fox Entertainment Group, Inc. ("Fox"), a majority owned subsidiary of
The News Corporation Limited ("News Corporation"), and Liberty Media
Corporation ("Liberty"). In July 1999, News Corporation acquired substantially
all of Liberty's 50% interest in the Company and its businesses. News
Corporation transferred the acquired interests to Fox in exchange for common
stock of Fox.

   In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8% Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (together, the "Offering"). The net proceeds from the
Offering were used, along with proceeds from the Bank Facility (as defined
below), to finance the Company's acquisition of a 40% interest in Regional
Programming Partners ("RPP"), which was formed to hold interests in RSNs and
related businesses then owned by Rainbow Media Sports Holdings, Inc.
("Rainbow"). In connection with this transaction (the "Rainbow Transaction"),
the Company and Rainbow also formed National Sports Partners ("NSP") as a
50%/50% partnership to operate FSN, and National Advertising Partners ( "NAP")
as a 50%/50% partnership to act as a national advertising sales representative
for FSN and the RSNs which are affiliated with FSN. RPP is managed by Rainbow,
while NSP and NAP are managed by the Company.

   In connection with the consummation of the Rainbow Transaction, the Company
and a group of banks amended and restated an existing credit agreement to
permit borrowings by Fox Sports Net, LLC, Fox Sports RPP Holdings, LLC and FX
Networks, LLC, each a subsidiary of the Company in the amount of $800.0 million
(the "Bank Facility"). The Bank Facility was comprised of a $400.0 million
revolving credit facility and a $400.0 million term loan facility. The proceeds
of the loans under the Bank Facility were used to finance, in part, the Rainbow
Transaction.

                                      9

<PAGE>

   In July 1999, 19th Holdings Corporation ("19th Holdings"), a wholly-owned
subsidiary of Fox, acquired the debt outstanding under the Bank Facility from
the group of banks, and in so doing, assumed the rights and obligations of the
group of banks under the Bank Facility. The Company and 19th Holdings
subsequently amended and restated the Bank Facility to provide, among other
things, a fixed rate of interest, determined by 19th Holdings on an annual
basis, and eliminated substantially all of the affirmative and negative
covenants other than with respect to the payment of principal and interest (the
"19th Facility"). In July 2000, the Company and 19th Holdings amended the 19th
Facility to increase the revolving facility to $500.0 million and the total
facility to $900.0 million. The Company currently expects that remaining
availability under the 19th Facility will primarily be used for investments in
certain subsidiaries of the Company and for working capital purposes.

Basis of Presentation

   The Company's ownership interests in the RSNs are held either directly or
indirectly and have different voting rights attached thereto. The Company
consolidates all of its subsidiaries in which control is held by either the
Company or Fox, its parent. The percentage of ownership, together with the
degree to which the Company controls the management and operation of an RSN,
determines the appropriate accounting treatment for the Company's interest in
that particular RSN. If the Company owns a majority interest in a particular
RSN, but neither the Company nor Fox have control, the ownership interest is
accounted for using the equity method of accounting. Under the equity method of
accounting, the financial condition and results of operations of entities are
not reflected on a consolidated basis and, accordingly, the consolidated
revenues and expenses of the Company, as reported on its consolidated
statements of operations, do not include revenues and expenses related to the
entities accounted for under the equity method.

   In February 2001, the Company acquired certain assets and assumed certain
liabilities of Midwest Sports Channel ("MSC"), a regional sports network
serving the Minneapolis, Minnesota and Milwaukee, Wisconsin areas, from Viacom
Inc. ("Viacom") pursuant to an agreement between the Company, Viacom and
Comcast Corporation ("Comcast"). The agreement assigned Comcast's rights and
obligations to purchase MSC from Viacom to the Company. Concurrent with this
transaction, the Company sold its 34.298% interest in D.C./Baltimore RSN to
Comcast. MSC has been rebranded as Fox Sports Net North ("North RSN").

   The following RSNs, together with Fox Sports Direct and FX Networks, LLC,
are consolidated in the financial statements of the Company, at March 31, 2002
and 2001: Arizona RSN, Detroit RSN, Midwest RSN, Northwest RSN, Pittsburgh RSN,
Rocky Mountain RSN, South RSN, Southwest RSN, Utah RSN, West RSN, and West 2
RSN. The North RSN was acquired in February 2001 and a controlling interest in
the Sunshine RSN was acquired in January 2002. These RSNs are consolidated from
the date of such acquisitions.

   As of March 31, 2002 and 2001, the following are accounted for using the
equity method of accounting: Bay Area RSN, Chicago RSN, NAP, NSP and RPP. The
Company sold its interest in the D.C./Baltimore RSN in February 2001 and
acquired a controlling interest in the Sunshine RSN in January 2002. These RSNs
were accounted for using the equity method of accounting at March 31, 2001.

   Because the Company reports the results of a significant number of its
subsidiary entities using the equity method, its financial results do not
represent the total combined revenues and expenses of all the businesses in
which the Company holds ownership interests.

   The Company has a sublicense arrangement with Fox for long-term sports
rights through fiscal 2006, whereby the Company may telecast certain National
Association of Stock Car Auto Racing ("NASCAR") events each year for an
allocated fee. The allocated fee from Fox is determined annually by Fox, based
on the Company's estimated share of revenues associated with the program
material, net of related expenses. Based on current estimates, the fee
allocated to the Company will result in no material operating profit or loss in
each remaining year of the sublicense arrangement. The allocated fee from Fox
under this sublicense arrangement is based on the Company's best estimates of
related revenues and expenses as of March 31, 2002; such estimates may change
in the future, and such changes may be significant. Should actual results
differ from the estimates applied as of March 31, 2002 the allocated fee from
Fox will change such that the Company will continue to recognize no operating
profit or loss in each remaining year of the sublicense arrangement.

                                      10

<PAGE>

New Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations" ("SFAS 141"). This statement changes
the accounting rules that apply to business combinations and is applicable to
acquisitions subsequent to June 30, 2001. As of March 31, 2002, SFAS 141 was
not material to the consolidated financial statements.

   In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). This statement changes the accounting rules
that apply to goodwill and intangible assets. Under SFAS 142, new goodwill and
intangible assets with indefinite lives acquired after June 30, 2001 should no
longer be amortized. Existing goodwill and intangible assets with indefinite
lives acquired prior to June 30, 2001 should no longer be amortized in fiscal
years starting after December 15, 2001. The Company plans to adopt SFAS 142 on
July 1, 2002. The Company is in the process of evaluating the impact SFAS 142
will have on the consolidated financial statements.

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which is effective for the fiscal years
beginning after December 15, 2001. SFAS No. 144 establishes an accounting model
for impairment or disposal of long-lived assets to be (i) held and used and
(ii) disposed of by sale. The Company plans to adopt SFAS No. 144 on July 1,
2002.

   In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt," required that gains and losses from extinguishment of debt be classified
as an extraordinary item, net of the related income tax effect. Any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in APB Opinion No. 30
for classification as an extraordinary item shall be reclassified. SFAS No. 13,
"Accounting for Leases," has been amended to require sale-leaseback accounting
for certain lease modifications that are similar to sale-leaseback
transactions. The rescission of SFAS No. 4 and the amendment to SFAS No. 13
shall be effective for fiscal years and transactions, respectively, occurring
after May 15, 2002. The Company does not expect the provisions of SFAS No. 145
to have a material impact on its consolidated statements of operations.

   In November 2001, the FASB's ("FASB") Emerging Issues Task Force ("EITF")
issued EITF No. 01-09, "Accounting for the Consideration Given by a Vendor to a
Customer or a Reseller of the Vendors' Products." This EITF, among other
things, codified the issues and examples of EITF No. 00-25, "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products." EITF No. 00-25 states that the financial statement classification of
customer incentives, including the amortization of such cable distribution
investments, should be presented as a reduction in revenue. As required,
effective January 1, 2002, the Company reclassified the amortization of cable
distribution investments against programming revenue. All comparative periods
have been reclassified. The amortization of cable distribution investments has
previously been included in depreciation and amortization expense. Operating
income and Net income are not affected by this reclassification.

Results of Operations

  Three months ended March 31, 2002 as compared with the three months ended
  March 31, 2001

   Total revenues, net for the three months ended March 31, 2002 were $304.1
million, an increase of $54.8 million, or 22%, over the three months ended
March 31, 2001. Programming revenue was the largest source of revenue,
representing 71% of total revenues, net, or $215.4 million, for the three
months ended March 31, 2002. Advertising revenue represented 24% of total
revenues, net, or $74.0 million, for the three months ended March 31, 2002. For
the three months ended March 31, 2001, programming revenue was $172.5 million
and advertising revenue was $65.7 million or 69% and 26% respectively of total
revenues, net.

   Programming revenue increased by $42.9, or 25%, in the three months ended
March 31, 2002 as compared to the three months ended March 31, 2001.
Advertising revenue increased $8.3 million, or 13%, in the three months ended
March 31, 2002 as compared to the three months ended March 31, 2001.

                                      11

<PAGE>

   The increase in programming revenue of 25% is comprised of a 27% increase in
cable programming revenue and a 17% increase in direct broadcast programming
revenue, partially offset by a 10% increase in amortization of cable
distribution investments. The cable programming revenue increase is primarily
due to increases in the average rate per subscriber at the RSNs, a 23% increase
in average cable subscribers at FX, the acquisition of the North RSN and the
consolidation of the Sunshine RSN. The financial results of the Sunshine RSN
are not consolidated in the three months ended March 31, 2001 as control of
this RSN was acquired in January 2002. The North RSN was acquired in February
2001 and its financial results are not part of the entire period in the prior
year. The increase in direct broadcast programming revenue is comprised of a
19% increase at the RSNs and a 11% increase at FX. Direct broadcast programming
revenue at the RSNs increased due to the acquisition of the North RSN, the
consolidation of the Sunshine RSN, and a 20% growth in average direct broadcast
subscribers at the remaining RSNs. The increase in direct broadcast programming
revenue at FX is primarily due to a 25% growth in average direct broadcast
subscribers. The increase in advertising revenue of 13% is primarily due to the
acquisition of the North RSN, the consolidation of Sunshine RSN, and a 30%
increase at FX, primarily due to increases in average audience and higher
ratings in the month of March, mostly due to a new original series, "The
Shield." Advertising revenue at the RSNs for the three months ended March 31,
2002 decreased by 7%, excluding the acquisition of the North RSN and the
consolidation of the Sunshine RSN, as compared to the same period in the prior
year, primarily due to declines in pricing.

   Operating expenses totaled $221.2 million for the three months ended March
31, 2002, representing 73% of total revenues, net and an increase of $40.6
million, or 22%, over the same period in the prior year. Operating expenses for
the three months ended March 31, 2001 totaled $180.6 million, or 72% of total
revenues, net. These expenses consist primarily of rights fees, programming and
production costs. The increase in operating expenses is primarily the result of
the acquisition of the North RSN, the consolidation of the Sunshine RSN, and a
26% increase at FX. The 26% increase at FX is primarily due to increased
program rights amortization associated with certain programming not telecast in
the prior year, which includes "Ally McBeal," "The Practice," "24," "Buffy the
Vampire Slayer," and a new original series, "The Shield."

   General and administrative expenses totaled $21.8 million for the three
months ended March 31, 2002, which represented 7% of total revenues, net.
General and administrative expenses for the three months ended March 31, 2001
totaled $24.0 million, or 10% of total revenues, net. The decrease in general
and administrative expenses is primarily due to cost cutting measures and
reductions in rent, partially offset by the acquisition of the North RSN and
the consolidation of the Sunshine RSN.

   Depreciation and amortization expenses totaled $10.3 million and $9.2
million for the three months ended March 31, 2002 and 2001, respectively. The
increase between the periods is primarily due to increased depreciation expense
associated with the Company's expansion and upgrade of its technical and office
facilities.

   Interest expense for the three months ended March 31, 2002 increased to
$36.8 million from $36.2 million in the prior year as increased interest
accrued on the Senior Discount Notes was substantially offset by reduced
interest from lower average outstanding indebtedness under the 19th Facility.

   Equity loss of affiliates, net for the three months ended March 31, 2002 and
2001 was $11.7 million and $13.2 million, respectively. In February 2001, the
Company sold its interest in Home Team Sports and, in January 2002, the Company
consolidated the Sunshine RSN into its operations. Both of these companies were
equity affiliates that incurred losses for the three months ended March 31,
2001. These improvements were partially offset by increased losses by RPP and
NAP due to a weak advertising market.

  Nine months ended March 31, 2002 as compared with the nine months ended March
  31, 2001

   Total revenues, net for the nine months ended March 31, 2002 were $824.2
million, an increase of $125.2 million, or 18%, over the nine months ended
March 31, 2001. Programming revenue was the largest source of revenue,
representing 71% of total revenues, net, or $587.4 million, for the nine months
ended March 31, 2002. Advertising revenue represented 24% of total revenues,
net, or $200.0 million, for the nine months ended March 31, 2002. For the nine
months ended March 31, 2001, programming revenue was $471.9 million and
advertising revenue was $190.6 million or 68% and 27%, respectively, of total
revenues, net.

                                      12

<PAGE>

   Programming revenue increased by $115.5 million, or 24%, in the nine months
ended March 31, 2002 as compared to the nine months ended March 31, 2001.
Advertising revenues increased $9.4 million, or 5%, in the nine months ended
March 31, 2002 as compared to the nine months ended March 31, 2001.

   The increase in programming revenue, net of 24% is comprised of a 25%
increase in cable programming revenue and a 21% increase of direct broadcast
programming revenue, partially offset by a 13% increase in amortization of
cable distribution investments. The increase in cable programming revenue of
25% is comprised primarily of increases in the average rate per subscriber at
the RSNs, a 26% increase in average cable subscribers at FX, the acquisition of
the North RSN and the consolidation of the Sunshine RSN. The financial results
of the Sunshine RSN are not included in the nine months ended March 31, 2001 as
control of this RSN was acquired in January 2002. The North RSN was acquired in
February 2001 and its financial results are not included in the entire period
in the prior year. The increase in direct broadcast programming revenue of 21%
is comprised of a 20% increase at the RSNs and a 22% increase at FX. Direct
broadcast programming revenue at the RSNs increased due to the acquisition of
the North RSN, the consolidation of the Sunshine RSN and a 22% growth in
average direct broadcast subscribers at the remaining RSNs. The increase in
direct broadcast programming revenue at FX is due to a 30% growth in average
direct broadcast subscribers. The increase in advertising revenue of 5% is
primarily comprised of a 15% increase at FX, mostly offset by declines at the
RSNs. The 15% increase in advertising revenue at FX, is due to increases in
average audience and higher ratings in the month of March, mostly due to a new
original series, "The Shield," partially offset by declines in pricing.
Advertising revenue at the RSNs for the nine months ended March 31, 2002
decreased by 10%, excluding the acquisition of the North RSN and the Sunshine
RSN, as compared to the same period in the prior year, due to declines in
pricing.

   Operating expenses totaled $578.9 million for the nine months ended March
31, 2002, representing 70% of total revenues, net and an increase of $99.8
million, or 21%, over the same period in the prior year. Operating expenses for
the nine months ended March 31, 2001 totaled $479.0 million, or 69% of total
revenues, net. These expenses consist primarily of rights fees, programming and
production costs. The increase in operating expenses is the result of the
acquisition of the North RSN, the consolidation of the Sunshine RSN, costs
associated with national MLB cable telecasts previously telecast by an equity
affiliate and a 30% increase at FX. The 30% increase at FX is primarily due to
program rights amortization associated with certain programming not telecast in
the prior year, which includes "Ally McBeal," "The Practice," "24," "Buffy the
Vampire Slayer," and a new original series, "The Shield."

   General and administrative expenses totaled $74.2 million for the nine
months ended March 31, 2002, which represented 9% of total revenues, net.
General and administrative expenses for the nine months ended March 31, 2001
totaled $66.5 million, or 10% of total revenues, net. The increase in general
and administrative expenses is primarily due to the acquisition of the North
RSN, the consolidation of the Sunshine RSN and an increase in legal costs.

   Depreciation and amortization expenses totaled $30.9 million and $26.9
million for the nine months ended March 31, 2002 and 2001, respectively. The
increase between the periods is primarily due to depreciation expense
associated with the Company's expansion and upgrade of its technical facilities.

   Interest expense for the nine months ended March 31, 2002 and 2001 totaled
$110.4 million and $108.2 million, respectively. The increase in interest
expense is primarily due to increased interest accreted on the Senior Discount
Notes.

   Equity loss of affiliates, net for the nine months ended March 31, 2002 was
$33.3 million and $10.8 million for the nine months ended March 31, 2001. The
increase over the same period in the prior year is primarily due to increased
losses at RPP attributable to certain player contract write-offs at MSG. In
February 2001, the Company sold its interest in Home Team Sports and, in
January, 2002, the Company consolidated the Sunshine RSN into its operations.
Both of these companies were profitable in the nine months ended March 31,
2001. These increased losses were partially offset by improvements at Bay Area
RSN and Chicago RSN due to significant increases in subscriber rates as
compared to the prior year.

                                      13

<PAGE>

Liquidity and Capital Resources

   The Company's liquidity requirements arise from (i) funding general working
capital needs, (ii) its strategic plan to invest in and secure distribution for
its sports and general entertainment programming, (iii) the acquisition of
programming rights, and (iv) capital expenditure requirements.

   Net cash flows provided by operating activities for the nine months ended
March 31, 2002 were $15.9 million, an increase of $25.2 million over the nine
months ended March 31, 2001. The increase was primarily attributed to improved
operating income and lower contractual rights prepayments on certain long-term
rights deals.

   Net cash flows used in investing activities for the nine months ended March
31, 2002 were $31.5 million, a decrease of $16.1 million over the nine months
ended March 31, 2001. The decrease was primarily due to higher net advances
from equity affiliates and lower property and equipment additions, partially
offset by lower net distributions from equity affiliates and the net cash paid
in acquiring the additional Sunshine RSN interests.

   Net cash flows provided by financing activities for the nine months ended
March 31, 2002 were $15.3 million, a decrease of $43.4 million over the nine
months ended March 31, 2001. The decrease in cash provided by financing
activities was primarily due to lower net borrowings on the 19th Facility due
to improved operating cash flows.

   In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8 % Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (collectively, the "Notes") through the Offering. The
indentures pursuant to which the Notes were issued include certain covenants
regarding, among other things, limitations on the incurrence of debt and
distributions to partners. As of March 31, 2002, the Company was in compliance
with its covenants related to the Notes.

   At March 31, 2002, the ratings for Fox Sports Networks LLC's debt ratings
for the Senior Notes and Senior Discount Notes by Moody's (Ba1) and Standard &
Poors (BBB-) were within the investment grade scale.

   Borrowings under the 19th Facility bear interest at a fixed rate determined
on an annual basis by 19th Holdings. 19th Holdings has determined that the rate
of interest on this debt through June 2002 shall be 8%. During the nine months
ended March 31, 2002, the Company made net borrowings of $21.4 million bringing
the total amount borrowed under the 19th Facility to $829.0 million as of March
31, 2002. The total unused commitment pursuant to the 19th Facility was $71.0
million as of March 31, 2002.

   In June 1997, Rainbow Media Sports Holdings, Inc. ("Rainbow") (a subsidiary
of Cablevision Systems Corporation ("Cablevision") and Fox Sports Net, LLC
("Fox Sports Net") (a subsidiary of the Company) entered into a Formation
Agreement pursuant to which they agreed to form RPP and to hold various
programming interests in connection with the operation of certain RSNs. In
accordance with the terms of the Formation Agreement, upon consummation of the
transactions contemplated thereby (the "Rainbow Transaction") on December 18,
1997, Rainbow contributed various interests in RSNs, the Madison Square Garden
Entertainment Complex, Radio City Music Hall, the New York Rangers NHL
franchise, and the New York Knickerbockers NBA franchise, to RPP in exchange
for a 60% partnership interest in RPP, and Fox Sports Net contributed
$850 million in cash for a 40% partnership interest in RPP.

   Pursuant to the partnership agreement of RPP (the "RPP Agreement"), after
the third anniversary of the closing of the Rainbow Transaction, upon certain
actions being taken by Fox Sports RPP Holdings, LLC ("Fox Sports RPP") a
subsidiary of Fox Sports Net, Rainbow Regional Holdings, Inc. ("RRH"), a
subsidiary of Rainbow, has the right to purchase from Fox Sports RPP all of Fox
Sports RPP's interests in RPP. The buyout price will be the greater of (i) (a)
$2.125 billion, increased by capital contributions and decreased by capital
distributions times Fox Sports Net's interest in RPP plus (b) an 8% rate of
return on the amount in (a) and (ii) the fair market value of Fox Sports Net's
interest in RPP. Consideration will be, at Rainbow's option, in the form of
cash or a three-year note with an interest rate of prime plus 1/2%.

                                      14

<PAGE>

   Additionally, for (i) 30 days following the fifth anniversary of the closing
of the Rainbow Transaction, (ii) 30 days following each third year anniversary
of the fifth anniversary of the closing of the Rainbow Transaction and (iii) 30
days following receipt by Fox Sports RPP of RRH's notice initiating the buy-out
procedure described above, so long as RPP has not commenced an initial public
offering of its securities, Fox Sports RPP has the right to cause RRH, at RRH's
option, to either (i) purchase all of its interests in RPP or (ii) consummate
an initial public offering of RPP's securities. The sales price in an
acquisition by RRH will be the fair market value of Fox Sports RPP's interest
in RPP and the consideration will be, at Rainbow's option, in the form of
marketable securities of certain affiliated companies of Rainbow or a three
year note with an interest rate of prime plus 1/2%.

   In connection with the Rainbow Transaction, a subsidiary of Rainbow ("RNSH")
and a subsidiary of Fox Sports Net ("Fox Sports NSP") agreed to form National
Sports Partners, a New York general partnership ("NSP") in which each of RNSH
and Fox Sports NSP were issued a 50% partnership interest to operate Fox Sports
Net ("FSN"), a national sports programming service that provides its affiliated
RSNs with 24 hour per day national sports programming.

   Also in connection with the Rainbow Transaction, a subsidiary of Rainbow
("Rainbow Ad Sales") and a subsidiary of Fox Sports Net ("Fox Sports Ad
Sales"), agreed to form the National Advertising Partners, a New York general
partnership ("NAP") in which each of Fox Sports Ad Sales and Rainbow Ad Sales
were issued a 50% partnership interest to act as the national advertising sales
representative for the Fox Sports Net-owned RSNs and the RPP-owned and managed
RSNs.

   For 30 days following the fifth anniversary of the closing of the Rainbow
Transaction and for the 30 days following each third year anniversary of the
fifth anniversary of the closing of the Rainbow Transaction, so long as NSP and
NAP have not commenced an initial public offering of its securities, RNSH has
the right to cause Fox Sports NSP, at Fox Sports NSP's option, and Rainbow Ad
Sales has the right to cause Fox Sports Ad Sales, at Fox Sports Ad Sales'
option, to either:

   (i) purchase all of its interests in RPP, NSP and NAP, respectively or

  (ii) consummate an initial public offering of NSP's and NAP's securities.

   The sales price in an acquisition will be the fair market value of the
Rainbow subsidiary's interest in NSP and NAP and the consideration will be, at
Fox Sports Net's option, in the form of marketable securities (as defined) of
certain affiliated entities of Fox Sports Net or a three-year note with an
interest rate of prime plus 1/2%.

   On January 7, 2002 and February 21, 2002, the Company acquired approximately
23.3% and 0.4% interests, respectively, in the Sunshine RSN for $17.3 million,
net of cash acquired and $0.4 million, respectively. From January 7, 2002, the
results of the Sunshine RSN Network are consolidated into the Company's
operations.

   Future capital requirements will be substantial as the Company continues to
invest in developing networks, acquire sports and entertainment programming
rights and explore opportunities to expand its distribution. Although no
assurances can be given in this regard, the Company believes that its existing
funds and the proceeds from borrowings under its credit facility, will be
sufficient to meet its plan to secure distribution, maintain and/or acquire
programming, make anticipated capital expenditures, and meet its projected
working capital requirements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

   Not Applicable.

                                      15

<PAGE>

                                    PART II
                               OTHER INFORMATION

Item 1.  Legal Proceedings

   As of March 31, 2002, there are no material pending legal proceedings
against the Company, other than routine litigation incidental to the Company's
business, except as described in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2001.

Item 2.  Changes in Securities and Use of Proceeds

   Not Applicable.

Item 3.  Defaults Upon Senior Securities

   Not Applicable.

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

   Not Applicable.

Item 5.  Other Information

   Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

   (a) Exhibits

   None.

   (b) Reports on Form 8-K

   No reports on Form 8-K have been filed during the period covered by this
report, however the Company filed Current Reports on Form 8-K on April 17, 2002
and on April 22, 2002 to disclose the departure of Jeff Shell, as Chief
Executive Officer of the Company, and the dismissal of Arthur Andersen LLP and
the appointment of Ernst & Young LLP as the Company's independent auditors,
respectively.

                                      16

<PAGE>

                                  SIGNATURES

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

Dated: May 15, 2002                FOX SPORTS NETWORKS, LLC

                                   By:       /s/  Andrew R. Hubsch
                                       ----------------------------------
                                                Andrew R. Hubsch
                                       Senior Vice President, Finance and
                                         Treasurer (Principal Financial
                                        Officer and Principal Accounting
                                                    Officer)

                                      17