<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 December 31, 2001.

                                      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                  (I.R.S. Employer or
       of incorporation organization)                  Identification No.)

             1440 South Sepulveda Boulevard, Los Angeles, CA 90025
                   (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
                      December 31, 2001 and June 30, 2001
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                        December 31,  June 30,
                                                            2001        2001
                                                        ------------ ----------
                                                        (unaudited)
<S>                                                     <C>          <C>
                        ASSETS
                        ------
Current assets:
  Cash and cash equivalents............................  $    3,877  $   11,162
  Trade and other receivables, net of allowance for
   doubtful accounts of $9,391 at December 31, 2001 and
   $8,789 at June 30, 2001.............................     229,172     230,483
  Receivables from equity affiliates, net..............      10,049      22,402
  Program rights.......................................     207,036     177,397
  Prepaid expenses and other current assets............      40,497      32,366
                                                         ----------  ----------
    Total current assets...............................     490,631     473,810


Property and equipment, net............................      68,854      72,119
Investments in affiliates..............................     922,412     934,797
Program rights.........................................     337,367     160,397
Excess cost, net.......................................     469,510     476,795
Other assets...........................................      64,071      60,377
                                                         ----------  ----------
    Total Assets.......................................  $2,352,845  $2,178,295
                                                         ==========  ==========
            LIABILITIES AND MEMBERS' EQUITY
            -------------------------------
Current liabilities:
  Accounts payable and accrued expenses................  $  183,729  $  180,060
  Program rights payable...............................     203,587     142,915
  Current portion of long-term debt....................       2,723       2,636
  Accrued interest.....................................      16,988      18,188
  Other current liabilities............................      16,160       9,925
                                                         ----------  ----------
    Total current liabilities..........................     423,187     353,724


Non-current program rights payable.....................     223,253      86,613
Long-term debt, net of current portion.................   1,652,132   1,676,859
Minority interest......................................       1,571       2,474
Commitments and contingencies Members' equity..........      52,702      58,625
                                                         ----------  ----------
    Total Liabilities and Members' Equity..............  $2,352,845  $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 Six Months Ended December 31, 2001 and 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                  Three Months Ended      Six Months Ended
                                     December 31,           December 31,
                                ----------------------  ----------------------
                                   2001        2000        2001        2000
                                ----------- ----------  ----------  ----------
                                (unaudited) (unaudited) (unaudited) (unaudited)
<S>                             <C>         <C>         <C>         <C>
Revenues:
  Programming..................  $145,906    $115,975    $288,663    $232,345
  Advertising..................    58,454      61,387     126,043     124,972
  Direct broadcast.............    47,979      39,844      95,200      77,467
  Other........................    11,509      10,070      22,096      25,375
                                 --------    --------    --------    --------
                                  263,848     227,276     532,002     460,159
                                 --------    --------    --------    --------
Expenses:
  Operating....................   181,563     150,888     357,712     298,475
  General and administrative...    24,886      21,220      52,326      42,504
  Depreciation and
   amortization................    16,305      14,316      32,509      28,185
                                 --------    --------    --------    --------
Operating income...............    41,094      40,852      89,455      90,995
                                 --------    --------    --------    --------
Other expenses (income):
  Interest, net................    36,643      36,552      73,567      72,009
  Subsidiaries' income tax
   (benefit)expense............    (2,649)        166      (2,574)        166
  Equity loss (income) of
   affiliates, net.............     2,112       1,206      21,585      (2,474)
  Other, net...................       567           8         583          22
  Minority interest............       848         324       2,217       2,125
                                 --------    --------    --------    --------
Net income (loss)..............  $  3,573    $  2,596    $ (5,923)   $ 19,147
                                 ========    ========    ========    ========
</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 Six Months Ended December 31, 2001 and 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                             December 31,
                                                        ----------------------
                                                           2001        2000
                                                        ----------- ----------
                                                        (unaudited) (unaudited)
<S>                                                     <C>         <C>
Cash flows from operating activities:
  Net (loss) income....................................  $ (5,923)   $ 19,147
  Adjustments to reconcile net (loss) income to net
   cash provided by (used in) operating activities:
    Depreciation and amortization......................    32,509      28,185
    Interest accretion and amortization of debt
     issuance costs....................................    19,010      17,492
    Loss on disposal of assets.........................        27          24
    Equity loss (income) of affiliates, net............    21,585      (2,474)
    Minority interest..................................     2,217       2,125
  Changes in operating assets and liabilities:
    Trade and other receivables........................     1,311     (28,465)
    Program rights.....................................  (206,609)    (51,888)
    Prepaid expenses and other operating assets........   (25,726)    (35,016)
    Accounts payable and accrued expenses..............     3,669      12,118
    Program rights payable.............................   197,312      16,508
    Accrued interest and other operating liabilities...     5,035         227
                                                         --------    --------
      Net cash provided by (used in) operating
       activities......................................    44,417     (22,017)
                                                         --------    --------
Cash flows from investing activities:
  Advances from equity affiliates......................    21,468       7,494
  Advances to equity affiliates........................    (9,115)    (18,291)
  Purchases of property and equipment..................    (9,208)    (17,016)
  Investments in equity affiliates.....................   (22,213)    (19,006)
  Distributions from equity affiliates.................    12,963      29,778
                                                         --------    --------
      Net cash used in investing activities............    (6,105)    (17,041)
                                                         --------    --------
Cash flows from financing activities:
  Borrowings of long-term debt.........................   305,162     325,197
  Repayment of long-term debt..........................  (347,639)   (287,695)
  Distribution to minority shareholder of subsidiary...    (3,120)     (1,800)
                                                         --------    --------
      Net cash (used in) provided by financing
       activities......................................   (45,597)     35,702
                                                         --------    --------
Net decrease in cash and cash equivalents..............    (7,285)     (3,356)
Cash and cash equivalents, beginning of period.........    11,162      25,891
                                                         --------    --------
Cash and cash equivalents, end of period...............  $  3,877    $ 22,535
                                                         ========    ========
</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

                         December 31, 2001 (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 December 31, 2001 and June 30, 2001 is summarized as follows:

<TABLE>
<CAPTION>
                                                       December 31,   June 30,
                                                           2001         2001
                                                       ------------  ----------
                                                       (unaudited)
   <S>                                                 <C>           <C>
   19th Holdings Corporation.........................  $   768,131   $  807,608
   Senior Notes......................................      500,000      500,000
   Senior Discount Notes.............................      381,607      363,965
   Other.............................................        5,117        7,922
                                                       -----------   ----------
                                                         1,654,855    1,679,495
   Less current portion..............................       (2,723)      (2,636)
                                                       -----------   ----------
                                                       $ 1,652,132   $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

                                       5
<PAGE>

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%. In July 2000, the 19th 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      Six Months Ended
                                     December 31,           December 31,
                                ----------------------  ----------------------
                                   2001        2000        2001        2000
                                ----------- ----------  ----------  ----------
                                (unaudited) (unaudited) (unaudited) (unaudited)
   <S>                          <C>         <C>         <C>         <C>
   Revenues....................   459,572    462,437     700,864     765,152
   Operating income (loss).....     6,481        995     (32,743)     16,310
   Net income (loss)...........     7,655     (4,697)    (28,760)      6,036
</TABLE>

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

  Cash paid for interest on the Senior Notes was $22,188 for the six months
ended December 31, 2001 and 2000. Debt increased by $32,376 and $32,532 in the
six months ended December 31, 2001 and 2000, 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 December 31,
2001, SFAS 141 had no impact on 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, and interim periods within those fiscal
years. SFAS No. 144 establishes an accounting model for impairment or disposal
of long-lived assets to be disposed of by sale. The Company plans to adopt
SFAS No. 144 on July 1, 2002.

  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 cable distribution
investments, should be presented as a reduction in revenue. As required,
effective January 1, 2002, the Company

                                       6
<PAGE>

will reclassify the amortization of cable distribution investments to revenue,
net. All comparative periods will be restated. Based upon historical pro forma
information, management believes that revenue could be reduced up to 2%. The
amortization of cable distribution investments is included in depreciation and
amortization expense and would correspondingly be reduced such that Operating
income and Net income would not be affected.

(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, based on the
Company's share of revenues associated with the program material and related
expenses from the Fox NASCAR programming rights agreement. 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 profitability of this sublicense arrangement is based on the Company's
best estimates of related revenues and expenses as of December 31, 2001; such
estimates may change in the future, and such changes may be significant.
Should the estimates change from those applied as of December 31, 2001 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) Subsequent Events

  In January 2002, the Company acquired from Comcast its approximate 23.3%
interest in the Sunshine Network for approximately $23.3 million. This
acquisition increased the Company's ownership percentage in the Sunshine
Network to approximately 83.3%. As of the acquisition date, the Sunshine
Network will be consolidated into the Company's operations.

                                       7
<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 % 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 (the "NSP") as a 50%/50%
partnership to operate FSN, and National Advertising Partners (the "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 the 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

                                       8
<PAGE>

(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.

  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.

Significant Accounting Practices

 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 RSN").

  The following RSNs, together with Fox Sports Direct and FX Networks, LLC,
are consolidated in the financial statements of the Company, at December 31,
2001 and 2000: 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 is
consolidated from the date of its acquisition.

  As of December 31, 2001 and 2000, the following are accounted for using the
equity method of accounting: Bay Area RSN, Chicago RSN, NAP, NSP, RPP and
Sunshine RSN. The Company's interest in the D.C./Baltimore RSN was sold in
February 2001 and was accounted for using the equity method of accounting at
December 31, 2000.

  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")

                                       9
<PAGE>

events each year for an allocated fee. The allocated fee from Fox is
determined annually, based on the Company's share of revenues associated with
the program material and related expenses from the Fox NASCAR programming
rights agreement. 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 profitability of this sublicense arrangement
is based on the Company's best estimates of related revenues and expenses as
of December 31, 2001; such estimates may change in the future, and such
changes may be significant. Should the estimates change from those applied as
of December 31, 2001 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.

  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 December 31,
2001, SFAS 141 had no impact on 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, and interim periods within those fiscal
years. SFAS No. 144 establishes an accounting model for impairment or disposal
of long-lived assets to be disposed of by sale. The Company plans to adopt
SFAS No. 144 on July 1, 2002.

  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 cable distribution
investments, should be presented as a reduction in revenue. As required,
effective January 1, 2002, the Company will reclassify the amortization of
cable distribution investments to revenue, net. All comparative periods will
be restated. Based upon historical pro forma information, management believes
that revenue could be reduced up to 2%. The amortization of cable distribution
investments is included in depreciation and amortization expense and would
correspondingly be reduced such that Operating income and Net income would not
be affected.

Results of Operations

 Three months ended December 31, 2001 as compared with the three months ended
December 31, 2000

  Total revenues for the three months ended December 31, 2001 were $263.8
million, an increase of $36.6 million, or 16%, over the three months ended
December 31, 2000. Programming revenue was the largest source of revenue,
representing 55% of total revenue, or $145.9 million, for the three months
ended December 31, 2001. Advertising and direct broadcast revenue represented
22% and 18%, respectively, of total revenue, or $58.5 million and $48.0
million, respectively, for the three months ended December 31, 2001. For the
three months ended December 31, 2000, programming revenue was $116.0 million
and advertising and direct broadcast revenue were $61.4 and $39.8 million,
respectively, or 51%, 27% and 18%, respectively of total revenues.

  Programming and direct broadcast revenues increased by $29.9 million and
$8.1 million, respectively, and advertising revenues decreased by $2.9 million
in the three months ended December 31, 2001 as compared to the three months
ended December 31, 2000. This represents a 26% and 20% increase in
programming, and direct broadcast revenue, respectively, and a 5% decrease in
advertising revenue between the periods.

                                      10
<PAGE>

  The increase in programming revenue of 26% is comprised primarily of
increases in the average rate per subscriber at the RSNs, a 23% increase in
average cable subscribers at FX and the acquisition of the North RSN. The
financial results of the North RSN are not included in the three months ended
December 31, 2000, as the RSN was acquired in February 2001. The increase in
direct broadcast revenue is comprised of a 19% increase at the RSNs and a 25%
increase at FX. Direct broadcast revenue at the RSNs increased due to the
acquisition of the North RSN and a 14% growth in average direct broadcast
subscribers at the remaining RSNs. The increase in direct broadcast revenue at
FX is due to a 25% growth in average direct broadcast subscribers. The
decrease in advertising revenue of 5% is primarily comprised of declines at
the RSNs while FX was relatively unchanged. Advertising revenue at the RSNs
for the three months ended December 31, 2001 decreased by 20%, excluding the
acquisition of the North RSN, as compared to the same period in the prior
year, primarily due to declines in pricing, partially offset by the
rescheduled MLB games that were postponed during the week following the
September 11th events. Most of these rescheduled games were telecast, and the
advertising revenues associated with them were recognized, in October 2001
with no comparable games in the same period in the prior year. Advertising
revenue at FX was relatively unchanged with the prior year as increases in
average audience were offset by declines in pricing.

  Operating expenses totaled $181.6 million for the three months ended
December 31, 2001, representing 69% of total revenues and an increase of $30.7
million, or 20%, over the same period in the prior year. Operating expenses
for the three months ended December 31, 2000 totaled $150.9 million, or 66% of
total revenues. 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 in February 2001, an 11% increase
at the remaining RSNs, and a 56% increase at FX. The increase at the RSNs,
excluding the North RSN, primarily relates to additional professional events
and higher average rights fees per event. The increase in professional events
is primarily due to the MLB games that were rescheduled and telecast in
October 2001, following the September 11th events. The 56% increase at FX is
primarily due to program rights amortization associated with the debut of FX's
new programming schedule, which includes "Ally McBeal," "The Practice," "24,"
and "Buffy the Vampire Slayer," and increased costs for original programming.

  General and administrative expenses totaled $24.9 million for the three
months ended December 31, 2001, which represented 9% of total revenues.
General and administrative expenses for the three months ended December 31,
2000 totaled $21.2 million, or 9% of total revenues. The increase in general
and administrative expenses is primarily due to the acquisition of the North
RSN and higher facilities expenses incurred in connection with the relocation
of the Company's corporate office space.

  Depreciation and amortization expenses totaled $16.3 million and $14.3
million for the three months ended December 31, 2001 and 2000, respectively.
The increase between the periods is primarily due to increased amortization of
cable distribution investments and increased depreciation expense associated
with the Company's expansion and upgrade of its technical facilities.

  Interest expense for the three months ended December 31, 2001 and 2000 was
relatively unchanged at $36.6 million 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 for the three months ended December 31, 2001 and
2000 was $2.1 million and $1.2 million, respectively. In February 2001, the
Company sold its interest in Home Team Sports, which was profitable in the
three months ended December 31, 2000. This decline was partially offset by
improvements at Bay Area RSN and Chicago RSN resulting from significant
increases in subscriber rates as compared to the prior year.

 Six months ended December 31, 2001 as compared with the six months ended
December 31, 2000

  Total revenues for the six months ended December 31, 2001 were $532.0
million, an increase of $71.8 million, or 16%, over the six months ended
December 31, 2000. Programming revenue was the largest source of revenue,
representing 54% of total revenue, or $288.7 million, for the six months ended
December 31, 2001.

                                      11
<PAGE>

Advertising and direct broadcast revenue represented 24% and 18%,
respectively, of total revenue, or $126.0 million and $95.2 million,
respectively, for the six months ended December 31, 2001. For the six months
ended December 31, 2000, programming revenue was $232.3 million and
advertising and direct broadcast revenue were $125.0 and $77.5 million,
respectively, or 50%, 27% and 17%, respectively of total revenues.

  Programming, advertising and direct broadcast revenues increased by $56.3
million, $1.1 million and $17.7 million, respectively, in the six months ended
December 31, 2001 as compared to the six months ended December 31, 2000. These
represent a 24%, 1% and 23% increase in programming, advertising and direct
broadcast revenue, respectively, between the periods.

  The increase in programming revenue of 24% is comprised primarily of
increases in the average rate per subscriber at the RSNs, a 26% increase in
average cable subscribers at FX and the acquisition of the North RSN. The
financial results of the North RSN are not included in the six months ended
December 31, 2000, as the RSN was acquired in February 2001. The increase in
advertising revenue of 1% is primarily comprised of a 7% increase at FX mostly
offset by declines at the RSNs. The 7% increase of advertising revenue at FX
is due to increases in average audience, partially offset by declines in
pricing. Advertising revenue at the RSNs for the six months ended December 31,
2001 decreased by 11%, excluding the acquisition of the North RSN, as compared
to the same period in the prior year, due to declines in pricing. The increase
in direct broadcast revenue of 23% is comprised of a 21% increase at the RSNs
and a 26% increase at FX. Direct broadcast revenue at the RSNs increased due
to the acquisition of the North RSN and a 16% growth in average direct
broadcast subscribers at the remaining RSNs. The increase in direct broadcast
revenue at FX is due to a 30% growth in average direct broadcast subscribers.

  Operating expenses totaled $357.7 million for the six months ended December
31, 2001, representing 67% of total revenues and an increase of $59.2 million,
or 20%, over the same period in the prior year. Operating expenses for the six
months ended December 31, 2000 totaled $298.5 million, or 65% of total
revenues. 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 in February 2001, a 6% increase at the
remaining RSNs, costs associated with national MLB cable telecasts previously
telecast by an equity affiliate and a 31% increase at FX. The increase at the
RSNs, excluding the North RSN, primarily relates to an increase in the number
of professional events and higher average rights fees per event. The 31%
increase at FX is primarily due to program rights amortization associated with
the debut of FX's new programming schedule, which includes "Ally McBeal," "The
Practice," "24," and "Buffy the Vampire Slayer," and increased costs for
original programming.

  General and administrative expenses totaled $52.3 million for the six months
ended December 31, 2001, which represented 10% of total revenues. General and
administrative expenses for the six months ended December 31, 2000 totaled
$42.5 million, or 9% of total revenues. The increase in general and
administrative expenses is primarily due to the acquisition of the North RSN
and higher facilities expenses incurred in connection with the relocation of
the Company's corporate office space.

  Depreciation and amortization expenses totaled $32.5 million and $28.2
million for the six months ended December 31, 2001 and 2000, respectively. The
increase between the periods is primarily due to increased amortization of
cable distribution investments and increased depreciation expense associated
with the Company's expansion and upgrade of its technical facilities.

  Interest expense for the six months ended December 31, 2001 and 2000 totaled
$73.6 million and $72.0 million, respectively. The increase in interest
expense is primarily due to increased interest accreted on the Senior Discount
Notes.

  Equity loss of affiliates for the six months ended December 31, 2001 was
$21.6 million and equity income of affiliates was $2.5 million for the six
months ended December 31, 2000. The decrease 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 the D.C./Baltimore RSN, which was profitable in the six

                                      12
<PAGE>

months ended December 31, 2000. These declines were partially offset by
improvements at NAP, Bay Area RSN and Chicago RSN. NAP improved primarily due
to reduced operating expenses. Bay Area RSN and Chicago RSN improved from
significant increases in subscriber rates as compared to the prior year.

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 six months ended
December 31, 2001 were $44.4 million, an increase of $66.4 million over the
six months ended December 31, 2000. The increase was primarily attributed to
lower contractual rights prepayments on certain long-term rights deals and
improved collections on trade accounts receivable.

  Net cash flows used in investing activities for the six months ended
December 31, 2001 were $6.1 million, a decrease of $10.9 million over the six
months ended December 31, 2000. The decrease was primarily due to higher net
advances from equity affiliates and lower property and equipment additions,
partially offset by lower distributions from equity affiliates.

  Net cash flows used in financing activities for the six months ended
December 31, 2001 were $45.6 million, an increase of $81.3 million over the
six months ended December 31, 2000. The increase in cash used in financing
activities was primarily due to higher repayments on the 19th Facility funded
by improved operating cashflows.

  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% 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 December 31, 2001, the Company was in
compliance with its covenants related to the Notes.

  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 six
months ended December 31, 2001, the Company made net payments of $39.5 million
bringing the total amount borrowed under the 19th Facility to $768.1 million
as of December 31, 2001. The total unused commitment pursuant to the 19th
Facility was $131.9 million as of December 31, 2001.

  In January 2002, the Company acquired from Comcast its approximate 23.3%
interest in the Sunshine Network for approximately $23.3 million. This
acquisition increased the Company's ownership percentage in the Sunshine
Network to approximately 83.3%. As of the acquisition date, the Sunshine
Network will be 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.

                                      13
<PAGE>

                                    PART II
                               OTHER INFORMATION

Item 1. Legal Proceedings

  As of December 31, 2001, 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.

                                      14
<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.

                                          FOX SPORTS NETWORKS, LLC
Dated: February 13, 2002
                                                 /s/ Andrew R. Hubsch
                                          By: _________________________________
                                                     Andrew R. Hubsch
                                            Senior Vice President, Finance and
                                                         Treasurer
                                               (Principal Financial Officer
                                             and Principal Accounting Officer)

                                      15