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INDEPENDENT AUDITORS' REPORT

KIRO Television, Third Avenue Productions, and KIRO Direct

Seattle, Washington

We have audited the accompanying combined balance sheet of KIRO Television, Third Avenue Productions, and KIRO Direct (divisions of KIRO, Inc.) (the Divisions) as of December 31, 1994, and the related combined statements of income and divisional equity and of cash flows for the year then ended. These financial statements are the responsibility of the Divisions' management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1994 combined financial statements present fairly, in all material respects, the combined financial position of the Divisions at December 31, 1994, and the results of their operations and cash flows for the year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared from the separate records maintained by the Divisions and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Divisions had been operated as unaffiliated companies. Portions of certain income and expenses represent allocations made from corporate items applicable to KIRO, Inc. as a whole.

/s/ Deloitte & Touche LLP

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