<PAGE>   1
    As filed with the Securities and Exchange Commission on August 16, 1999.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    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 June 30, 1999.

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      For the transition period from_______________to_______________


    Commission File Number: 333-54003-06   Commission File Number: 000-25206

         LIN HOLDINGS CORP.                    LIN TELEVISION CORPORATION
    ----------------------------              ----------------------------
    (Exact name of registrant as              (Exact name of registrant as
      specified in its charter)                 specified in its charter)


                 DELAWARE                               DELAWARE
     -------------------------------        -------------------------------
     (State or other jurisdiction of        (State or other jurisdiction of
     incorporation or organization)         incorporation or organization)

                 75-2733097                             13-3581627
   ------------------------------------   ------------------------------------
   (I.R.S. Employer Identification No.)   (I.R.S. Employer Identification No.)


         1 RICHMOND SQUARE, SUITE 230E, PROVIDENCE, RHODE ISLAND   02906
         ---------------------------------------------------------------
             (Address of principal executive offices)     (Zip Code)

                                 (401) 454-2880
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrants (1) have filed all reports 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 registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.

[X] Yes   [ ] No


NOTE:
----

10-Q currently presents results for two companies rather than just the parent
company on a fully consolidated basis.



<PAGE>   2






                                TABLE OF CONTENTS


Part I.  Financial Information                                              Page

Item 1.  Financial Statements

         LIN HOLDINGS CORP.
         Condensed Consolidated Balance Sheets                                1
         Condensed Consolidated Statements of Operations                      2
         Condensed Consolidated Statements of Cash Flows                      3
         Notes to Condensed Consolidated Financial Statements                 4

         LIN TELEVISION CORPORATION
         Condensed Consolidated Balance Sheets                               12
         Condensed Consolidated Statements of Operations                     13
         Condensed Consolidated Statements of Cash Flows                     14
         Notes to Condensed Consolidated Financial Statements                15

Item 2.  Management's Discussion and Analysis of Results of Operations
         And Financial Condition                                             23

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          28

Part II. Other Information

Item 1.  Legal Proceedings                                                   29
Item 6.  Exhibits and Reports on Form 8-K                                    29



<PAGE>   3





                          PART I: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS

                               LIN HOLDINGS CORP.
                      Condensed Consolidated Balance Sheets
                     (In thousands, except number of shares)


                                                June 30, 1999
                                                 (unaudited)   December 31, 1998
                                                 -----------   -----------------

ASSETS
Current assets:
  Cash and cash equivalents                      $   13,067      $   41,349
  Accounts receivable, less allowance for
    doubtful accounts (1999 - $1,671;
    1998 - $1,880)                                   44,346          40,917
  Program rights                                      4,930           9,671
  Other current assets                                  496             916
                                                 ----------      ----------
Total current assets                                 62,839          92,853
Property and equipment, net                         130,788         131,758
Deferred financing costs                             44,187          46,821
Investment in joint venture                          68,707          70,692
Investment in Southwest Sports Group, at cost        48,500              --
Intangible assets, net                            1,500,756       1,444,600
Program rights                                        2,914           4,636
Other noncurrent assets                               2,736           9,530
                                                 ----------      ----------
  Total assets                                   $1,861,427      $1,800,890
                                                 ==========      ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $    7,554      $    8,917
  Program obligations                                 5,438           9,990
  Accrued income taxes                               10,039           3,735
  Current portion of long-term debt                  11,963          15,063
  KXTX Management fee payable                            --           4,175
  Accrued interest expense                            8,960           9,154
  Other accruals                                     20,801          18,548
                                                 ----------      ----------
Total current liabilities                            64,755          69,582
Long-term debt, excluding current portion           760,334         668,517
Deferred income taxes                               516,727         519,207
Program obligations                                   2,757           4,640
Other noncurrent liabilities                          6,584           6,535
                                                 ----------      ----------
Total liabilities                                 1,351,157       1,268,481
                                                 ----------      ----------
Stockholders' equity:
  Preferred stock, $0.01 par value: Authorized
    shares - (1999- none, 1998- none)                    --              --
  Common stock, $0.01 par value: Authorized
    shares - (1999 - 1,000, 1998 - 1,000)                --              --
  Additional paid-in capital                        559,498         559,668
  Accumulated deficit                               (49,228)        (27,259)
                                                 ----------      ----------
Total stockholders' equity                          510,270         532,409
                                                 ----------      ----------
  Total liabilities and stockholders' equity     $1,861,427      $1,800,890
                                                 ==========      ==========

The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited financial
statements at that date




                                        1



<PAGE>   4

                               LIN HOLDINGS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)
<TABLE>
<CAPTION>


                                                        Three Months   Three Months    Six Months      Period from    Predecessor
                                                            Ended          Ended          Ended         March 3 -     Period from
                                                        June 30, 1999  June 30, 1998  June 30, 1999   June 30, 1998   January 1 -
                                                         (Unaudited)    (Unaudited)    (Unaudited)     (Unaudited)   March 2, 1998
                                                         -----------    -----------    -----------     -----------   -------------

<S>                                                        <C>            <C>            <C>             <C>            <C>
Net revenues ..........................................    $56,629        $61,777        $101,239        $77,988        $43,804

Operating costs and expenses:
  Direct operating ....................................     14,535         17,000          26,639         20,730         11,117
  Selling, general and administrative .................     11,684         14,068          24,150         18,364         11,701
  Corporate ...........................................      1,965          2,296           3,913          2,754          1,170
  KXTX Management Fee .................................       (365)            --           1,178             --             --
  Amortization of program rights ......................      3,285          3,041           6,630          4,056          2,743
  Depreciation and amortization of intangible assets ..     13,787         13,631          28,002         18,105          4,581
                                                           -------        -------        --------        -------        -------

Total operating costs and expenses ....................     44,891         50,036          90,512         64,009         31,312
                                                           -------        -------        --------        -------        -------
Operating income ......................................     11,738         11,741          10,727         13,979         12,492

Other (income) expense:
  Interest expense ....................................     16,222         16,421          32,131         21,691          2,764
  Investment income ...................................       (710)          (237)         (1,299)          (287)           (98)
  Loss on investment in joint venture .................        297          1,700           2,118          2,162            244
  Loss on disposition of KXTX-TV ......................      2,212             --           2,212             --             --
  Merger expenses .....................................         --             --              --             --          8,616
  Other, net ..........................................       (294)            --            (294)            --             --
                                                           -------        -------        --------        -------        -------
Total other expense ...................................     17,727         17,884          34,868         23,566         11,526
                                                           -------        -------        --------        -------        -------

Income (loss) before provision for (benefit from)
Income taxes ..........................................     (5,989)        (6,143)        (24,141)        (9,587)           966
Provision for (benefit from) income taxes .............        808           (407)         (2,172)          (622)         3,710
                                                           -------        -------        --------        -------        -------
Net loss ..............................................    $(6,797)       $(5,736)       $(21,969)       $(8,965)       $(2,744)
                                                           =======        =======        ========        =======        =======
</TABLE>

The Accompanying notes are an integral part of the condensed consolidated
financial statements
Note - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.


                                        2

<PAGE>   5

                               LIN HOLDINGS CORP.
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                   Six Months Ended   Period from March 3 -       Predecessor
                                                                     June 30, 1999        June 30, 1998      Period From January 1 -
                                                                      (unaudited)          (unaudited)            March 2, 1998
                                                                       --------             ----------               -------
<S>                                                                    <C>                  <C>                      <C>
Net cash provided by operating activities                              $ 10,618             $   24,036               $ 8,416
                                                                       --------             ----------               -------
Investing activities:
Capital expenditures                                                    (10,217)                (2,702)               (1,221)
Proceeds from asset disposals                                             6,560                     41                     3
Liquidating dividend on investment in SSDB                                5,066                   --                    --
Investment in joint venture                                                --                     (250)                 (250)
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired               (118,100)                  --                    --
Acquisition of LIN Television Corporation, net of cash acquired            --               (1,723,656)                 --
                                                                       --------             ----------               -------
Net cash used in investing activities                                  (116,691)            (1,726,567)               (1,468)
                                                                       --------             ----------               -------
Financing activities:

Proceeds from exercises of stock options, stock units and sale of
Employee Stock Purchase Plan shares                                        (171)                   (75)                1,071
Principal payments on long-term debt                                    (15,038)              (260,000)                 --
Proceeds from long-term debt                                             93,000                668,929                  --
Loan fees incurred on long-term debt                                       --                  (51,211)                 --
Proceeds from GECC note                                                    --                  815,500                  --
Proceeds from sale of common stock                                         --                  558,123                  --
Proceeds from capital contribution                                         --                    1,000                  --
                                                                       --------             ----------               -------
Net cash provided by financing activities                                77,791              1,732,266                 1,071
                                                                       --------             ----------               -------
Net increase (decrease) in cash and cash equivalents                    (28,282)                29,735                 8,019

Cash and cash equivalents at the beginning of the period                 41,349                   --                   8,046
                                                                       --------             ----------               -------

Cash and cash equivalents at the end of the period                     $ 13,067             $   29,735               $16,065
                                                                       ========             ==========               =======

Schedule of Noncash Investing Activities
Value of Preferred Units received on disposal of KXTX-TV               $ 47,000             $     --                 $  --
                                                                       ========             ==========               =======
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period


                                        3





<PAGE>   6


                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


NOTE 1 - BASIS OF PRESENTATION:

         LIN Holdings Corp. ("LIN Holdings"), together with its subsidiaries,
including LIN Television Corporation ("LIN Television"), the predecessor
business prior to the acquisition (see Note 2), (together, except with respect
to the notes to the condensed consolidated financial statements for LIN
Television, the "Company"), is a television station group operator in the United
States that owns and operates eight network-affiliated television stations.
Additionally, the Company has local marketing agreements ("LMAs") under which it
programs four other stations in the markets in which it operates.

         All of the Company's direct and indirect consolidated subsidiaries
fully and unconditionally guarantee the Company's Senior Subordinated Notes (see
Note 5) on a joint and several basis.

         These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 31,1998.

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

NOTE 2 - BUSINESS COMBINATIONS:

         LIN Holdings and LIN Acquisition Company, both affiliates of Hicks,
Muse, Tate & Furst Incorporated ("Hicks Muse"), entered into an Agreement and
Plan of Merger with LIN Television on August 12, 1997 (as amended, the "Merger
Agreement"). Pursuant to, and upon the terms and conditions of, the Merger
Agreement, LIN Holdings acquired LIN Television (the "Acquisition") on March 3,
1998 by merging LIN Acquisition Company, its wholly-owned subsidiary, with and
into LIN Television (the "Merger"), with LIN Television surviving the merger and
becoming a direct, wholly-owned subsidiary of LIN Holdings. The total purchase
price for the common equity of LIN Television was approximately $1.7 billion. In
addition, the Company refinanced $260.2 million of LIN Television's indebtedness
and incurred acquisition costs of approximately $32.2 million.

The Acquisition was funded by:

(i)      $6.9 million of excess cash on the LIN Television balance sheet;
(ii)     $50.0 million aggregate principal amount of senior secured Tranche A
         term loans ("Tranche A Term Loans");
(iii)    $120.0 million aggregate principal of senior secured Tranche B term
         loans ("Tranche B Term Loans");
(iv)     $299.3 million of gross proceeds from the issuance of $300.0 million
         aggregate principal amount of 8 3/8% senior subordinated notes due 2008
         ("Senior Subordinated Notes");
(v)      $199.6 million of gross proceeds from the issuance by LIN Holdings of
         $325.0 million aggregate principal amount at maturity of 10% senior
         discount notes due 2008 ("Senior Discount Notes"), which proceeds were
         contributed by LIN Holdings to the common equity of LIN Television;


                                        4

<PAGE>   7

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


(vi)     $815.5 million of proceeds from the GECC Note (see below); and

(vii)    $558.1 million of common equity provided by affiliates of Hicks Muse,
         management and other co-investors to the equity of the corporate
         parents of LIN Holdings, which in turn, through LIN Holdings,
         contributed such amount to the common equity of LIN Television.

         The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the Securities and Exchange Commission (the "SEC").

         JOINT VENTURE WITH NBC. In connection with the Acquisition, LIN
Television and NBC formed a television station joint venture (the "Joint
Venture"). The Joint Venture consists of KXAS-TV, formerly LIN Television's
Dallas-Fort Worth NBC affiliate, and KNSD-TV, formerly NBC's San Diego station.
A wholly owned subsidiary of NBC is the general partner of the Joint Venture
(the "NBC General Partner") and NBC operates the stations owned by the Joint
Venture. The NBC General Partner holds an approximate 80% equity interest and
the Company holds an approximate 20% equity interest in the Joint Venture (see
Note 6). General Electric Capital Corporation ("GECC") provided debt financing
for the Joint Venture in the form of an $815.5 million 25-year non-amortizing
senior secured note bearing an initial interest rate of 8.0% per annum (the
"GECC Note"). The Company expects that the interest payments on the GECC Note
will be serviced solely by the cash flows of the Joint Venture.

         The GECC Note was issued by LIN Television of Texas, L.P., the
Company's indirect wholly-owned partnership ("LIN Texas"), which distributed the
proceeds to the Company to finance a portion of the cost of the Acquisition. The
obligations to GECC under the GECC Note were assumed by the Joint Venture and
LIN Texas was simultaneously released from all obligations under the GECC Note.
The GECC Note is not an obligation of the Company or any of its subsidiaries,
and has recourse only to the Joint Venture, the Company's equity interest
therein and to one of LIN Holdings' two corporate parents pursuant to a
guarantee.

NOTE 3 - RECENT DEVELOPMENTS:

         LIN MERGER TERMINATION. On July 7, 1998, AMFM Inc. ("AMFM"), formerly
Chancellor Media Corporation, entered into a merger agreement (the "AMFM Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger"), a parent
company, to acquire Ranger in a stock for stock transaction (the "AMFM Merger").
Ranger indirectly owns 100% of the equity of LIN Holdings. On March 14, 1999,
the Boards of Directors of AMFM and Ranger agreed to terminate the AMFM Merger
Agreement. Additionally, AMFM's Board of Directors approved the assignment of
the agreements to acquire Petry Media Corporation, a leading television
representation firm, and Pegasus Broadcasting of San Juan, L.L.C., a television
broadcasting company that owns a television station in Puerto Rico, to the
Company. Subsequently, the AMFM agreement with Petry has expired. The assignment
of the agreement relating to the purchase of Pegasus Broadcasting by the Company
is subject to negotiation, third-party approval and various other conditions
including governmental approvals, and, accordingly, there can be no assurance
that the Company will complete such a transaction.

         KXTX-TV. On June 3, 1999, LIN Texas transferred all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of



                                       5
<PAGE>   8

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


interest thereon at a rate of 6% per annum compounded annually beginning January
1, 1999. As of June 30, 1999, the total interest owed to the Company was $1.5
million.

         LIN Texas has the right, upon the earlier of (i) the third anniversary
of the issuance of the SSG Preferred Units and (ii) an initial public offering
of SSG Common Units, to convert its shares of SSG Preferred Units into shares of
SSG Common Units at a conversion rate equal to the par value per share of the
SSG Preferred Units (plus accrued and unpaid interest thereon) divided by the
fair market value per share of the SSG Common Units. SSG has the right, at its
sole option, to redeem the SSG Preferred Units at par value (plus accrued and
unpaid interest thereon) at any time.

         WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T
Corporation ("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had provided management services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition was approximately $142.4 million, including
direct costs of the acquisition. The Grand Rapids Acquisition was funded by the
combination of operating funds and $93.0 million of additional Tranche A Term
Loans (see Note 5).

         The acquisition is accounted for as a purchase and accordingly, the
purchase price, including direct costs of the acquisition, is allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of the acquisition. These fair values are subject to adjustment when additional
information concerning asset and liability valuations is finalized. The excess
of the purchase price over the fair value of the net tangible assets acquired
has been allocated to intangible assets, primarily FCC licenses and network
affiliations. The results of operations associated with the acquired business
will be included in the consolidated results of the Company from the acquisition
date. The Grand Rapids Acquisition is summarized as follows (in thousands):


                     Assets acquired and liabilities assumed



Working capital, including cash of $22,400 ........................... $ 15,442
Property and equipment ...............................................   18,422
Other noncurrent assets ..............................................    1,033
Intangible assets ....................................................  108,096
Other noncurrent liabilities .........................................     (609)
                                                                       --------
Total acquisition ....................................................  142,384
Cash from Wood-TV and WOTV-TV ........................................  (22,400)
Additional Liabilities Assumed .......................................   (1,884)
                                                                       --------
Cash Paid For Acquisition ............................................ $118,100
                                                                       --------

The following summarizes unaudited pro forma consolidated results of operations
as if the Grand Rapids Acquisition had taken place as of the beginning of the
periods presented (in thousands):



                                       6
<PAGE>   9

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

                                                Six months          Six months
                                                  ended               ended
                                              June 30, 1999       June 30, 1998
                                              -------------       -------------

Net Revenues ...............................       $117,146            $124,074
Operating Income ...........................         16,251              19,205
Net Loss ...................................        (16,091)            (17,234)


         The pro forma data give effect to actual operating results prior to the
acquisition and adjustments to interest expense, amortization and income taxes.
No effect has been given to cost reductions or operating synergies in this
presentation. The pro forma results do not necessarily represent results that
would have occurred if the acquisition had taken place as of the beginning of
the periods presented, nor are they necessarily indicative of the results of
future operations.

         NETWORK AFFILIATION COMPENSATION. On July 15, 1999, the Company entered
into an amendment to its existing network agreement with American Broadcasting
Company ("ABC"). This amendment calls for the Company to make payments to ABC
for the rights to broadcast National Football League ("NFL") games. In exchange,
the Company will receive eight additional prime time program spots per week. The
Company has three stations affiliated with ABC - WAND in Decatur, Illinois, WTNH
in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek, Michigan.

         On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company
of the network's plan to reduce the inventory of the commercial time in Fox
prime time programming allocated to its affiliates by approximately 22% or to
allow the affiliates to buy-back that inventory plus additional network
inventory. The Company has only one station affiliated with Fox -- WVBT, an LMA
station in Norfolk, Virginia. WVBT-TV has elected to buy the commercial time
from Fox.

NOTE 4 - RELATED PARTY TRANSACTIONS:

         ACQUISITION OF LIN TELEVISION. In connection with the Acquisition (see
Note 2), LIN Holdings and LIN Television (collectively, the "Clients") entered
into a ten-year agreement (the "Monitoring and Oversight Agreement") with Hicks,
Muse & Co. Partners, L.P., ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services to the Clients. The
aggregate annual fee is adjustable on January 1 of each calendar year to an
amount equal to 1.0% of the budgeted consolidated annual earnings before
interest, tax, depreciation and amortization ("EBITDA") of LIN Holdings and its
subsidiaries for the then current fiscal year. Upon the acquisition by LIN
Holdings and its subsidiaries of another entity or business, the fee shall be
adjusted prospectively in the same manner using the pro forma consolidated
annual EBITDA of LIN Holdings and it subsidiaries. In no event shall the annual
fee be less than $1,000,000. Hicks Muse Partners is also entitled to
reimbursement for any expenses incurred by it in connection with rendering
services allocable to LIN Holdings or LIN Television. The fee for the three and
six months ended June 30, 1999 was $250,000 and $500,000, respectively.

         In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined below) for each "subsequent transaction" (as defined below)
in which either LIN Holdings or LIN Television is




                                       7
<PAGE>   10

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


involved. The term "transaction value" means the total value of the subsequent
transaction including without limitation, the aggregate amount of the funds
required to complete the subsequent transaction (excluding any fees payable
pursuant to the Financial Advisory Agreement), including the amount of any
indebtedness, preferred stock or similar obligations assumed (or remaining
outstanding). The term "subsequent transaction" means any future proposal for a
tender offer, acquisition, sale, merger, exchange offer, recapitalization,
restructuring or other similar transaction directly involving LIN Holdings or
any of its subsidiaries, and any other person or entity. The fee for the six
months ended June 30, 1999 was approximately $1.9 million, related to the
WOOD-TV and WOTV-TV acquisition.

         Prior to June 1999, the Company leased an aircraft to AMFM pursuant to
an existing lease agreement. In June 1999, the Company sold the aircraft to AMFM
for approximately $6.6 million and terminated the lease agreement. The
transaction with AMFM reimbursed the Company for all costs associated with the
plane, including the original purchase price.

         INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of Special Services
Delaware B, Inc. ("SSDB"), a company that owned and leased an aircraft to AMFM.
Ranger Equity Holdings A Corp., a subsidiary of Ranger, invested $21.4 million
for the remaining 75% capital stock of SSDB. The Company accounts for its
interest in SSDB using the equity method, as the Company does not have a
controlling interest. The results of SSDB were immaterial for all periods
presented. In June 1999, SSDB sold the aircraft to a third party and terminated
the lease agreement with AMFM. The sales proceeds from the aircraft were
distributed to the shareholders as a liquidating dividend in proportion to their
equity interests. The Company's portion of the liquidating dividend was $5.1
million. In addition, the Company received $2.0 million from AMFM as
reimbursement for costs associated with the plane. As SSDB had no assets as of
June 30, 1999, the company recorded a charge of $7.1 million for the write-off
of its investment.

         JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company
and 21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting, LLC. The Company and 21st Century also
announced the first transaction of the joint venture, the entry into a local
marketing agreement to build and develop a new WB affiliate serving the Midwest.

NOTE 5 - LONG-TERM DEBT:

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

                                                       June 30,     December 31,
                                                         1999          1998
                                                       --------      --------
Senior Credit Facilities ............................  $245,639      $167,678
$300,000 8 3/8% Senior Subordinated Notes
 due 2008 (net of a discount of $639) ...............   299,361       299,337
$325,000 10% Senior Discount Notes
 due 2008 (net of a discount of $97,703) ............   227,297       216,565
                                                       --------      --------
Total debt ..........................................   772,297       683,580

Less current portion ................................   (11,963)      (15,063)
                                                       --------      --------
Total long-term debt ................................  $760,334      $668,517
                                                       --------      --------


         SENIOR CREDIT FACILITIES. On March 3, 1998, the Company entered into a
credit agreement (the "Credit Agreement") with the Chase Manhattan Bank, as
administrative agent (the "Agent"), and the lenders named therein. Under the
Credit Agreement, the Company established a $295



                                       8
<PAGE>   11

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


million term loan facility, a $50 million revolving facility, and a $225 million
incremental term loan facility (collectively, the "Senior Credit Facilities").
Borrowings under the Senior Credit Facilities and part of the proceeds from the
8 3/8% Senior Subordinated Notes were used to repay LIN Television's existing
debt.

         Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of the Agent's prime rates, certificate
of deposits rate plus 1.00%, or the Federal Funds effective rate plus 1/2 of
1.00% (the "Alternate Base Rate"), plus an incremental rate based on the
Company's financial performance. As of June 30, 1999, the interest rates on the
$50 million Tranche A term loan and the $120 million Tranche B term ranged
between 6.13% to 7.04%, based on the Adjusted LIBOR. In addition, the interest
rate on the $93 million Delayed Tranche A Term Loan used to finance the Grand
Rapids Acquisition was 6.47%. The Company is required to pay quarterly
commitment fees ranging from 0.25% to 0.50%, based upon the Company's leverage
ratio for that particular quarter on the unused portion of the loan commitment,
in addition to annual agency and other administration fees.

         The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired or organized subsidiary
of the Company. In addition, substantially all of the assets of the Company and
its subsidiaries are pledged as collateral against the performance of these
obligations. Quarterly required principal repayments of amounts outstanding
under the Senior Credit Facilities commenced on December 31, 1998. The Company's
ability to make additional borrowings under the Senior Credit Facilities is
subject to compliance with certain financial covenants and other conditions set
forth in the Credit Agreement.

         SENIOR SUBORDINATED NOTES. On March 3, 1998, LIN Television issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of LIN Television without collateral rights, subordinated in
right of payment to all existing and any future senior indebtedness of LIN
Television. The Senior Subordinated Notes are fully and unconditionally
guaranteed, on a joint and several basis, by all wholly owned subsidiaries of
LIN Television. Interest on the Senior Subordinated Notes accrues at a rate of 8
3/8% per annum and is payable in cash, semi-annually in arrears, which commenced
on September 1, 1998. The effective interest rate of the Senior Subordinated
Notes is 8.9% on an annual basis.

         SENIOR DISCOUNT NOTES. In connection with the Merger on March 3, 1998,
LIN Holdings issued $325 million aggregate principal amount at maturity of 10%
Senior Discount Notes due 2008 in a private placement. Such Senior Discount
Notes were subsequently registered with the SEC pursuant to a Registration
Statement filed on August 12, 1998. The Senior Discount Notes were issued at a
discount and generated net proceeds of $192.6 million to LIN Holdings. The
Senior Discount Notes are unsecured senior obligations of LIN Holdings, and are
not guaranteed. Cash interest will not accrue or be payable on the Senior
Discount Notes prior to March 1, 2003. Thereafter, cash interest will accrue at
a rate of 10% per annum and will be payable semi-annually in arrears commencing
on September 1, 2003. The effective interest rate of the Senior Discount Notes
is 11.0% on an annual basis.



                                       9
<PAGE>   12

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


NOTE 6 - INVESTMENTS:

         JOINT VENTURE WITH NBC. The Company owns a 20% interest in a Joint
Venture with NBC (see Note 2) and accounts for its interest using the equity
method, as the Company does not have a controlling interest. The following
presents the summarized financial information of the Joint Venture (in
thousands):

                                                Six months ended
                                                 June 30, 1999
                                                 -------------
Net revenues ..................................     $68,458
Operating income ..............................      21,431
Net loss ......................................     (10,366)


                                                   As of             As of
                                               June 30, 1999   December 31, 1998
                                               -------------   -----------------
Current Assets ..............................     $ 20,471          $  2,507
Non-current assets ..........................      247,039           249,441
Current liabilities .........................       16,310               550
Non-current liabilities .....................      815,500           815,500


NOTE 7 - INCOME TAXES:

         The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill. The current and deferred income taxes of the Company are calculated by
applying Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" to the Company as if it were a separate taxpayer.

NOTE 8 - COMMITMENTS AND CONTINGENCIES:

         CHANGES IN FCC OWNERSHIP RULES. On August 5, 1999, the Federal
Communications Commission ("FCC") adopted changes in its broadcast ownership
rules. The FCC relaxed its so-called television "duopoly" rule, which barred any
entity from owning more than one television station in a local market. Under the
new rules, one entity may own two stations in the same market provided 1) one of
the two stations is not among the top four in audience share and 2) that
post-merger there will be at least eight independently owned and operated
commercial and noncommercial stations in that market. The FCC will also permit
combinations where one of the stations has failed, is failing or unbuilt or
where extraordinary public interest factors are present.

         The FCC also declared that LMAs such as those that LIN has entered into
will now be attributable ownership interests for purposes of the duopoly rule.
However, the FCC grandfathered all LMAs entered into prior to November 1996,
which includes all of LIN's LMAs, for a minimum of five years, at which time the
FCC will determine whether and how long to permit these combinations to
continue. And, in the interim, the FCC will permit LMA parties to apply for
common ownership under the standards outlined above.

         The FCC also provided television licensees greater latitude to acquire
stations in adjacent markets by dispensing with its prohibition on
adjacent-market station combinations where the stations had overlapping signal
contours and substituting the requirement that the stations be in different
Nielsen viewing markets.

         The FCC relaxed its so-called "one-to-a-market" rule, which restricts
the cross-ownership of television and radio stations in the same market. One
entity may now own up to two television




                                       10
<PAGE>   13

                               LIN HOLDINGS CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


stations (if permitted under the duopoly rule) and six radio stations in the
same market provided that after the combination there remain 20 independent
media voices (which also includes newspapers and cable systems) in that market.
The number of radio stations cannot exceed four in markets where there are fewer
than 20 but more than 9 independent voices.

         Finally, the FCC made various changes in its rules governing the
circumstances under which ownership of a broadcast property is attributed to an
individual or entity, relaxing them in some respects and stiffening them in
others.

         The Company is in the process of analyzing the impact of these changes
on its operations.

         LITIGATION. On September 4, 1997, the Company announced that it had
learned of four lawsuits regarding the then proposed acquisition of LIN
Television. The Company and all of its then present directors are defendants in
all of the lawsuits. AT&T is a defendant in three of the lawsuits, and an AT&T
affiliate and Hicks Muse are defendants in one of the lawsuits. Each of the
lawsuits was filed by a purported shareholder of the Company seeking to
represent a putative class of all the Company's public stockholders. Three of
the four lawsuits were filed in the Delaware Court of Chancery, while the fourth
lawsuit was filed in the New York Supreme Court.

         While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public Stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the sale of the television station WOOD-TV by AT&T to LIN Television and the
amendment to a Private Market Value Guarantee Agreement that was entered into
simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself.

         The plaintiffs in each of the actions have agreed to an indefinite
extension of time for each of the defendants served to respond to the respective
complaints. No discovery has taken place.

         In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of June 30, 1999, is likely to
have a material adverse effect on the Company's financial position, results of
operations or cash flows.




                                       11
<PAGE>   14

                           LIN TELEVISION CORPORATION
                      Condensed Consolidated Balance Sheets
                     (In thousands, except number of shares)

<TABLE>
<CAPTION>

                                                                                                  June 30, 1999
                                                                                                   (unaudited)     December 31, 1998
                                                                                                   -----------     -----------------
ASSETS
Current assets:
<S>                                                                                                 <C>                <C>
  Cash and cash equivalents                                                                         $   13,067         $   41,349
  Accounts receivable, less allowance for doubtful accounts (1999 - $1,671; 1998 - $1,880)              44,346             40,917
  Program rights                                                                                         4,930              9,671
  Other current assets                                                                                     496                916
                                                                                                    ----------         ----------
Total current assets                                                                                    62,839             92,853
Property and equipment, net                                                                            130,788            131,758
Deferred financing costs                                                                                33,114             35,109
Investment in joint venture                                                                             68,707             70,692
Investment in Southwest Sports Group, at cost                                                           48,500                 --
Intangible assets, net                                                                               1,500,756          1,444,600
Program rights                                                                                           2,914              4,636
Program rights and other noncurrent assets                                                               2,736              9,530
                                                                                                    ----------         ----------
  Total assets                                                                                      $1,850,354         $1,789,178
                                                                                                    ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                                  $    7,554         $    8,917
  Program obligations                                                                                    5,438              9,990
  Accrued income taxes                                                                                  18,139             10,035
  Current portion of long-term debt                                                                     11,963             15,063
  KXTX Management fee payable                                                                               --              4,175
  Accrued interest expense                                                                               8,960              9,154
  Other accruals                                                                                        20,801             18,548
                                                                                                    ----------         ----------
Total current liabilities                                                                               72,855             75,882
Long-term debt, excluding current portion                                                              533,038            451,952
Deferred income taxes                                                                                  520,127            519,207
Program obligations                                                                                      2,757              4,640
Other noncurrent liabilities                                                                             6,584              6,535
                                                                                                    ----------         ----------
Total liabilities                                                                                    1,135,361          1,058,216
                                                                                                    ----------         ----------
Stockholders' equity:
  Preferred stock, $0.01 par value: Authorized shares - (1999- none, 1998- none)
  Common stock, $0.01 par value: Authorized shares - (1999 - 1,000, 1998 - 1,000)                           --                 --
  Additional paid-in capital                                                                           746,351            746,522
  Accumulated Earnings (Deficit)                                                                       (31,358)           (15,560)
                                                                                                    ----------         ----------
Total stockholders' equity                                                                             714,993            730,962
                                                                                                    ----------         ----------
  Total liabilities and stockholders' equity                                                        $1,850,354         $1,789,178
                                                                                                    ==========         ==========
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.
NOTE - The December 31, 1998 information is derived from the audited financial
statements at that date.



                                       12
<PAGE>   15


                           LIN TELEVISION CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                          Three Months   Three Months    Six Months      Period from    Predecessor
                                                              Ended          Ended          Ended         March 3 -     Period from
                                                          June 30, 1999  June 30, 1998  June 30, 1999   June 30, 1998   January 1 -
                                                           (Unaudited)    (Unaudited)    (Unaudited)     (Unaudited)   March 2, 1998
                                                             -------        -------        --------        -------        -------

<S>                                                          <C>            <C>            <C>             <C>            <C>
Net revenue                                                  $56,629        $61,777        $101,239        $77,988        $43,804
Operating costs and expenses:
  Direct operating                                            14,535         17,000          26,639         20,730         11,117
  Selling, general and administrative                         11,684         14,068          24,150         18,364         11,701
  Corporate                                                    1,965          2,296           3,913          2,754          1,170
  KXTX Management Fee                                           (365)            --           1,178             --             --
  Amortization of program rights                               3,285          3,041           6,630          4,056          2,743
  Depreciation and amortization of intangible assets          13,787         13,631          28,002         18,105          4,581
                                                             -------        -------        --------        -------        -------

Total operating costs and expenses                            44,891         50,036          90,512         64,009         31,312
                                                             -------        -------        --------        -------        -------

Operating income                                              11,738         11,741          10,727         13,979         12,492
  Other (income) expense:
  Interest expense                                            10,408         10,895          20,760         14,430          2,764
  Investment income                                             (710)          (237)         (1,299)          (287)           (98)
  Loss on investment in joint venture                            297          1,700           2,118          2,162            244
  Loss on disposition of KXTX-TV                               2,212             --           2,212             --             --
  Merger expenses                                                 --             --              --             --          8,616
  Other, net                                                    (294)            --            (294)            --             --
                                                             -------        -------        --------        -------        -------
Total other expense                                           11,913         12,358          23,497         16,305         11,526
                                                             -------        -------        --------        -------        -------

Income (loss) before provision for
  Income taxes                                                  (175)          (617)        (12,770)        (2,326)           966
Provision for income taxes                                       775            747           3,028          2,766          3,710
                                                             -------        -------        --------        -------        -------


Net loss                                                     $  (950)       $(1,364)       $(15,798)       $(5,092)       $(2,744)
                                                             =======        =======        ========        =======        =======
</TABLE>

The Accompanying notes are an integral part of the condensed consolidated
financial statements.
Note - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.

                                       13
<PAGE>   16

                            LIN TELEVISION CORPORATION
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                Six Months Ended      Period from March 3 -       Predecessor
                                                                  June 30, 1999           June 30, 1998      Period From January 1 -
                                                                   (unaudited)             (unaudited)            March 2, 1998
                                                                   -----------             -----------            -------------
<S>                                                                  <C>                    <C>                      <C>
Net cash provided by operating activities                            $ 10,618               $   24,036               $ 8,416
                                                                     --------               ----------               -------

Investing activities:
Capital expenditures                                                  (10,217)                  (2,702)               (1,221)
Proceeds from asset disposals                                           6,560                       41                     3
Liquidating dividend on investment in SSDB                              5,066                       --                    --
Investment in joint venture                                                --                     (250)                 (250)
Acquisition of WOOD-TV and WOTV-TV, net of cash acquired             (118,100)                      --                    --
Acquisition of LIN Television Corporation, net of cash acquired            --               (1,723,656)                   --
                                                                     --------               ----------               -------
Net cash used in investing activities                                (116,691)              (1,726,567)               (1,468)
                                                                     --------               ----------               -------

Financing activities:
Proceeds from exercises of stock options, stock units and sale
 of Employee Stock Purchase Plan shares                                  (171)                     (75)                1,071
Principal payments on long-term debt                                  (15,038)                (260,000)                   --
Proceeds from long-term debt                                           93,000                  469,298                    --
Loan fees incurred on long-term debt                                       --                  (38,434)                   --
Proceeds from GECC note                                                    --                  815,500                    --
Proceeds from sale of common stock                                         --                  744,977                    --
Proceeds from capital contribution                                         --                    1,000                    --
                                                                     --------               ----------               -------
Net cash provided by financing activities                              77,791                1,732,266                 1,071
                                                                     --------               ----------               -------
Net increase (decrease) in cash and cash equivalents                  (28,282)                  29,735                 8,019

Cash and cash equivalents at the beginning of the period               41,349                       --                 8,046
                                                                     --------               ----------               -------

Cash and cash equivalents at the end of the period                   $ 13,067               $   29,735               $16,065
                                                                     ========               ==========               =======

Schedule of Noncash Investing Activities
Value of Preferred Units received on disposal of KXTX-TV             $ 47,000               $       --               $    --
                                                                     ========               ==========               =======
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.
NOTE - The January 1 - March 2, 1998 information is derived from the audited
financial statements for that period.


                                       14
<PAGE>   17

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


NOTE 1 - BASIS OF PRESENTATION:

         LIN Television Corporation, together with its subsidiaries (together,
solely with respect to these notes to the condensed consolidated financial
statements, the "Company" or "LIN Television"), is a television station group
operator in the United States that owns and operates eight network-affiliated
television stations. Additionally, the Company has local marketing agreements
("LMAs") under which it programs four other stations in the markets in which it
operates.

         All of the Company's direct and indirect consolidated subsidiaries
fully and unconditionally guarantee the Company's Senior Subordinated Notes (see
Note 5) on a joint and several basis.

         These condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 31,1998.

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

NOTE 2 - BUSINESS COMBINATIONS:

         LIN Holdings Corp. ("LIN Holdings") and LIN Acquisition Company, both
affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse") entered into
an Agreement and Plan of Merger with LIN Television on August 12, 1997 (as
amended, the "Merger Agreement"). Pursuant to, and upon the terms and conditions
of, the Merger Agreement, LIN Holdings acquired LIN Television (the
"Acquisition") on March 3, 1998 by merging LIN Acquisition Company, its
wholly-owned subsidiary, with and into LIN Television (the "Merger"), with LIN
Television surviving the merger and becoming a direct, wholly-owned subsidiary
of LIN Holdings. The total purchase price for the common equity of LIN
Television was approximately $1.7 billion. In addition, the Company refinanced
$260.2 million of the Predecessor's indebtedness and incurred acquisition costs
of approximately $32.2 million.

         The Acquisition was funded by:

(i)      $6.9 million of excess cash on the Predecessor balance sheet;
(ii)     $50.0 million aggregate principal amount of senior secured Tranche A
         term loans ("Tranche A Term Loans");
(iii)    $120.0 million aggregate principal of senior secured Tranche B term
         loans ("Tranche B Term Loans");
(iv)     $299.3 million of gross proceeds from the issuance of $300.0 million
         aggregate principal amount of 8 3/8% senior subordinated notes due 2008
         ("Senior Subordinated Notes");
(v)      $199.6 million of gross proceeds from the issuance by LIN Holdings of
         $325.0 million aggregate principal amount at maturity of 10% senior
         discount notes due 2008 ("Senior Discount Notes"), which proceeds were
         contributed by LIN Holdings to the common equity of the Company;


                                       15
<PAGE>   18

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


(vi)     $815.5 million of proceeds from the GECC (see below); and
(vii)    $558.1 million of common equity provided by affiliates of Hicks Muse,
         management and other co-investors to the equity of the corporate
         parents of LIN Holdings, which in turn, through LIN Holdings,
         contributed such amount to the common equity of the Company.

         The Senior Subordinated Notes and the Senior Discount Notes were
subsequently registered with the Securities and Exchange Commission (the "SEC").

         JOINT VENTURE WITH NBC. In connection with the Acquisition, LIN
Television and NBC formed a television station joint venture. The Joint Venture
consists of KXAS-TV, formerly LIN Television's Dallas-Fort Worth NBC affiliate,
and KNSD-TV, formerly NBC's San Diego station. A wholly-owned subsidiary of NBC
is the general partner of the Joint Venture (the "NBC General Partner") and NBC
operates the stations owned by the Joint Venture. The NBC General Partner holds
an approximate 80% equity interest and the Company holds an approximate 20%
equity interest in the Joint Venture (see Note 6). General Electric Capital
Corporation ("GECC") provided debt financing for the Joint Venture in the form
of an $815.5 million 25-year non-amortizing senior secured note bearing an
initial interest rate of 8.0% per annum (the "GECC Note"). The Company expects
that the interest payments on the GECC Note will be serviced solely by the cash
flows of the Joint Venture.

         The GECC Note was issued by LIN Television of Texas, L.P., the
Company's indirect wholly owned partnership ("LIN Texas"), which distributed the
proceeds to the Company to finance a portion of the cost of the Acquisition. The
obligations to GECC under the GECC Note were assumed by the Joint Venture and
LIN Texas was simultaneously released from all obligations under the GECC Note.
The GECC Note is not an obligation of the Company or any of its subsidiaries,
and has recourse only to the Joint Venture, the Company's equity interest
therein and to one of LIN Holdings' two corporate parents pursuant to a
guarantee.

NOTE 3 - RECENT DEVELOPMENTS:

         LIN MERGER TERMINATION. On July 7, 1998, AMFM Inc. ("AMFM"), formerly
Chancellor Media Corporation, entered into a merger agreement (the "AMFM Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger"), a parent
company, to acquire Ranger in a stock for stock transaction (the "AMFM Merger").
Ranger indirectly owns 100% of the equity of LIN Holdings. On March 14, 1999,
the Boards of Directors of AMFM and Ranger agreed to terminate the AMFM Merger
Agreement. Additionally, AMFM's Board of Directors approved the assignment of
the agreements to acquire Petry Media Corporation, a leading television
representation firm, and Pegasus Broadcasting of San Juan, L.L.C., a television
broadcasting company that owns a television station in Puerto Rico, to the
Company. Subsequently, the AMFM agreement with Petry has expired. The assignment
of the agreement relating to the purchase of Pegasus Broadcasting by the Company
is subject to negotiation, third-party approval and various other conditions
including governmental approvals, and, accordingly, there can be no assurance
that the company will complete such a transaction.

         KXTX-TV. On June 3, 1999, LIN Texas transferred all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of


                                       16
<PAGE>   19

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


interest thereon at a rate of 6% per annum compounded annually beginning January
1, 1999. As of June 30, 1999, the total interest owed to the Company was $1.5
million.

         LIN Texas has the right, upon the earlier of (i) the third anniversary
of the issuance of the SSG Preferred Units and (ii) an initial public offering
of SSG Common Units, to convert its shares of SSG Preferred Units into shares of
SSG Common Units at a conversion rate equal to the par value per share of the
SSG Preferred Units (plus accrued and unpaid interest thereon) divided by the
fair market value per share of the SSG Common Units. SSG has the right, at its
sole option, to redeem the SSG Preferred Units at par value (plus accrued and
unpaid interest thereon) at any time.

         WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T
Corporation ("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had provided management services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition was approximately $142.4 million, including
direct costs of the acquisition. The Grand Rapids Acquisition was funded by the
combination of operating funds and $93.0 million of additional Tranche A Term
Loans (see Note 5).

The acquisition is accounted for as a purchase and accordingly, the purchase
price, including direct costs of the acquisition, has been allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of the acquisition. These fair values are subject to adjustment when additional
information concerning asset and liability valuations is finalized. The excess
of the purchase price over the fair value of the net tangible assets acquired
has been allocated to intangible assets, primarily FCC licenses and network
affiliations. The results of operations associated with the acquired business
will be included in the consolidated results of the Company from the acquisition
date. The Grand Rapids Acquisition is summarized as follows (in thousands):


                     Assets acquired and liabilities assumed


Working capital, including cash of $22,400 ........................... $ 15,442
Property and equipment ...............................................   18,422
Other noncurrent assets ..............................................    1,033
Intangible assets ....................................................  108,096
Other noncurrent liabilities .........................................     (609)
                                                                       --------
Total acquisition ....................................................  142,384
Cash from WOOD-TV and WOTV-TV ........................................  (22,400)
Additional Liabilities Assumed .......................................   (1,884)
                                                                       --------
Cash Paid For Acquisition ............................................ $118,100
                                                                       --------


The following summarizes unaudited pro forma consolidated results of operations
as if the Grand Rapids Acquisition had taken place as of the beginning of the
periods presented (in thousands):



                                       17
<PAGE>   20

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


                                              Six months         Six months
                                                ended              ended
                                            June 30, 1999      June 30, 1998
                                            -------------      -------------

Net Revenues ...........................       $117,146          $124,074
Operating Income .......................         16,251            19,205
Net Loss ...............................        (16,091)          (17,234)


         The pro forma data give effect to actual operating results prior to the
acquisition and adjustments to interest expense, amortization and income taxes.
No effect has been given to cost reductions or operating synergies in this
presentation. The pro forma results do not necessarily represent results that
would have occurred if the acquisition had taken place as of the beginning of
the periods presented, nor are they necessarily indicative of the results of
future operations.

         NETWORK AFFILIATION COMPENSATION. On July 15, 1999, the Company entered
into an amendment to its existing network agreement with American Broadcasting
Company ("ABC"). This amendment calls for the Company to make payments to ABC
for the rights to broadcast National Football League ("NFL") games. In exchange,
the Company will receive eight additional prime time program spots per week. The
Company has three stations affiliated with ABC - WAND in Decatur, Illinois, WTNH
in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek, Michigan.

         On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company
of the network's plan to reduce the inventory of the commercial time in Fox
prime time programming allocated to its affiliates by approximately 22% or to
allow the affiliates to buy-back that inventory plus additional network
inventory. The Company has only one station affiliated with Fox -- WVBT, an LMA
station in Norfolk, Virginia. WVBT-TV has elected to buy additional commercial
time from Fox.

NOTE 4 - RELATED PARTY TRANSACTIONS:

         ACQUISITION OF LIN TELEVISION. In connection with the Acquisition (see
Note 2), LIN Holdings and LIN Television (collectively, the "Clients") entered
into a ten-year agreement (the "Monitoring and Oversight Agreement") with Hicks,
Muse & Co. Partners, L.P., ("Hicks Muse Partners"), an affiliate of Hicks Muse,
pursuant to which the Clients agreed to pay Hicks Muse Partners an annual fee
(payable quarterly) for oversight and monitoring services to the Clients. The
aggregate annual fee is adjustable on January 1 of each calendar year to an
amount equal to 1.0% of the budgeted consolidated annual earnings before
interest, tax, depreciation and amortization ("EBITDA") of LIN Holdings and its
subsidiaries for the then current fiscal year. Upon the acquisition by LIN
Holdings and its subsidiaries of another entity or business, the fee shall be
adjusted prospectively in the same manner using the pro forma consolidated
annual EBITDA of LIN Holdings and it subsidiaries. In no event shall the annual
fee be less than $1,000,000. Hicks Muse Partners is also entitled to
reimbursement for any expenses incurred by it in connection with rendering
services allocable to LIN Holdings or LIN Television. The fee for the three and
six months ended June 30, 1999 was $250,000 and $500,000, respectively.

         In connection with the Acquisition, the Clients also entered into a
ten-year agreement (the "Financial Advisory Agreement") with Hicks Muse
Partners, pursuant to which Hicks Muse Partners received a financial advisory
fee at the closing of the Acquisition as compensation for its services as
financial advisor to the Clients in connection with the Acquisition. Hicks Muse
Partners also is entitled to receive a fee equal to 1.5% of the "transaction
value" (as defined



                                       18
<PAGE>   21

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


below) for each "subsequent transaction" (as defined below) in which either LIN
Holdings or LIN Television is involved. The term "transaction value" means the
total value of the subsequent transaction including without limitation, the
aggregate amount of the funds required to complete the subsequent transaction
(excluding any fees payable pursuant to the Financial Advisory Agreement),
including the amount of any indebtedness, preferred stock or similar obligations
assumed (or remaining outstanding). The term "subsequent transaction" means any
future proposal for a tender offer, acquisition, sale, merger, exchange offer,
recapitalization, restructuring or other similar transaction directly involving
LIN Holdings or any of its subsidiaries, and any other person or entity. The fee
for the six months ended June 30, 1999 was approximately $1.9 million, related
to the WOOD-TV and WOTV-TV acquisition.

         Prior to June 1999, the Company leased an aircraft to AMFM pursuant to
an existing lease agreement. In June 1999, the Company sold the aircraft to AMFM
for approximately $6.6 million and terminated the lease agreement. The
transaction with AMFM reimbursed the company for all costs associated with the
plane, including the original purchase price.

         INVESTMENT IN SPECIAL SERVICES DELAWARE B, INC. In October 1998, the
Company invested $7.1 million for 25% of the capital stock of Special Services
Delaware B, Inc.("SSDB"), a company that owned and leased an aircraft to AMFM.
Ranger Equity Holdings A Corp., a subsidiary of Ranger, invested $21.4 million
for the remaining 75% capital stock of SSDB. The Company accounts for its
interest in SSDB using the equity method, as the Company does not have a
controlling interest. The results of SSDB were immaterial for all periods
presented. In June 1999, SSDB sold the aircraft to a third party and terminated
the lease agreement with AMFM. The sales proceeds from the aircraft were
distributed to the shareholders as a liquidating dividend in proportion to their
equity interests. The Company's portion of the liquidating dividend was $5.1
million. In addition, the Company received $2.0 million from AMFM as
reimbursement for costs associated with the plane. As SSDB had no assets as of
June 30, 1999, the company recorded a charge of $7.1 million for the write-off
of its investment.

         JOINT VENTURE WITH 21ST CENTURY GROUP LLC. In August 1999, the Company
and 21st Century Group LLC ("21st Century"), an entity in which Hicks Muse has a
substantial economic interest, announced the formation of a television station
joint venture, Banks Broadcasting, LLC. The Company and 21st Century also
announced the first transaction of the joint venture, the entry into a local
marketing agreement to build and develop a new WB affiliate serving the Midwest.

NOTE 5 - LONG-TERM DEBT:

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

                                                       June 30,     December 31,
                                                         1999          1998
                                                       --------      --------
Senior Credit Facilities ............................  $245,640      $167,678
$300,000 8 3/8% Senior Subordinated Notes
 due 2008 (net discount of $639) ....................   299,361       299,337
                                                       --------      --------
Total debt ..........................................   545,001       467,015

Less current portion ................................   (11,963)      (15,063)
                                                       --------      --------
Total long-term debt ................................  $533,038      $451,952
                                                       --------      --------

         SENIOR CREDIT FACILITIES. On March 3, 1998, LIN Holdings and the
Company entered into a credit agreement (the "Credit Agreement") with the Chase
Manhattan Bank, as administrative agent (the "Agent"), and the lenders named
therein. Under the Credit Agreement, the Company established a $295 million term
loan facility, a $50 million revolving facility, and a



                                       19
<PAGE>   22

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


$225 million incremental term loan facility (collectively, the "Senior Credit
Facilities"). Borrowings under the Senior Credit Facilities and part of the
proceeds from the 8 3/8% Senior Subordinated Notes were used to repay LIN
Television's existing debt.

         Borrowings under the Senior Credit Facilities bear interest at a rate
based, at the option of the Company, on an adjusted London interbank offered
rate ("Adjusted LIBOR"), or the highest of the Agent's prime rates, certificate
of deposits rate plus 1.00%, or the Federal Funds effective rate plus 1/2 of
1.00% (the "Alternate Base Rate"), plus an incremental rate based on the
Company's financial performance. As of June 30, 1999, the interest rates on the
$50 million Tranche A term loan and the $120 million Tranche B term loan ranged
between 6.13% and 7.04%, respectively, based on the Adjusted LIBOR. In addition,
the interest rate on the $93 million Delayed Tranche A Term Loan used to finance
the Grand Rapids Acquisition was 6.47%. The Company is required to pay quarterly
commitment fees ranging from 0.25% to 0.50%, based upon the Company's leverage
ratio for that particular quarter on the unused portion of the loan commitment,
in addition to annual agency and other administration fees.

         The obligations of the Company under the Senior Credit Facilities are
unconditionally and irrevocably guaranteed, jointly and severally, by LIN
Holdings and by each existing and subsequently acquired or organized subsidiary
of the Company. In addition, substantially all of the assets of the Company and
its subsidiaries are pledged as collateral against the performance of these
obligations. Quarterly required principal repayments of amounts outstanding
under the Senior Credit Facilities commenced on December 31, 1998. The Company's
ability to make additional borrowings under the Senior Credit Facilities is
subject to compliance with certain financial covenants and other conditions set
forth in the Credit Agreement.

         SENIOR SUBORDINATED NOTES: On March 3, 1998, the Company issued $300
million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2008
in a private placement for net proceeds of $290.3 million. Such Senior
Subordinated Notes were subsequently registered with the SEC pursuant to a
Registration Statement filed on August 12, 1998. The Senior Subordinated Notes
are obligations of the Company, without collateral rights, subordinated in right
of payment to all existing and any future senior indebtedness of the Company.
The Senior Subordinated Notes are fully and unconditionally guaranteed, on a
joint and several basis, by all wholly-owned subsidiaries of the Company.
Interest on the Senior Subordinated Notes accrues at a rate of 8 3/8% per annum
and is payable in cash, semi-annually in arrears, which commenced on September
1, 1998. The effective interest rate of the Senior Subordinated Notes is 8.9% on
an annual basis.

NOTE 6 - INVESTMENTS:

         JOINT VENTURE WITH NBC. The Company owns a 20% interest in a Joint
Venture with NBC (see Note 2) and accounts for its interest using the equity
method, as the Company does not have a controlling interest. The following
presents the summarized financial information of the Joint Venture (in
thousands):



                                       20
<PAGE>   23

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


                                               Six months ended
                                                June 30, 1999
                                                -------------
Net revenues ...................................   $68,458
Operating income ...............................    21,431
Net loss .......................................   (10,366)


                                                 As of              As of
                                             June 30, 1999    December 31, 1998
                                             -------------    -----------------
Current assets ...........................     $ 20,471           $  2,507
Non-current assets .......................      247,039            249,441
Current liabilities ......................       16,310                550
Non-current liabilities ..................      815,500            815,500



NOTE 7 - INCOME TAXES:

         The provision for (benefit from) income taxes differs from the amount
computed by applying the federal statutory income tax rate of 35% to income
(loss) before income taxes due to the effects of state income taxes and certain
expenses not deductible for tax purposes, primarily the amortization of
goodwill. The current and deferred income taxes of the Company are calculated by
applying Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" to the Company as if it were a separate taxpayer.

NOTE 8 - COMMITMENTS AND CONTINGENCIES:

         CHANGES IN FCC OWNERSHIP RULES. On August 5, 1999, the Federal
Communications Commission ("FCC") adopted changes in its broadcast ownership
rules. The FCC relaxed its so-called television "duopoly" rule, which barred any
entity from owning more than one television station in a local market. Under the
new rules, one entity may own two stations in the same market provided 1) one of
the two stations is not among the top four in audience share and 2) that
post-merger there will be at least eight independently owned and operated
commercial and noncommercial stations in that market. The FCC will also permit
combinations where one of the stations has failed, is failing or unbuilt or
where extraordinary public interest factors are present.

         The FCC also declared that LMAs such as those that LIN has entered into
will now be attributable ownership interests for purposes of the duopoly rule.
However, the FCC grandfathered all LMAs entered into prior to November 1996,
which includes all of LIN's LMAs, for a minimum of five years, at which time the
FCC will determine whether and how long to permit these combinations to
continue. And, in the interim, the FCC will permit LMA parties to apply for
common ownership under the standards outlined above.

         The FCC also provided television licensees greater latitude to acquire
stations in adjacent markets by dispensing with its prohibition on
adjacent-market station combinations where the stations had overlapping signal
contours and substituting the requirement that the stations be in different
Nielsen viewing markets.

         The FCC relaxed its so-called "one-to-a-market" rule, which restricts
the cross-ownership of television and radio stations in the same market. One
entity may now own up to two television stations (if permitted under the duopoly
rule) and six radio stations in the same market provided that after the
combination there remain 20 independent media voices (which also includes



                                       21
<PAGE>   24

                           LIN TELEVISION CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


newspapers and cable systems) in that market. The number of radio stations
cannot exceed four in markets where there are fewer than 20 but more than 9
independent voices.

         Finally, the FCC made various changes in its rules governing the
circumstances under which ownership of a broadcast property is attributed to an
individual or entity, relaxing them in some respects and stiffening them in
others.

         The Company is in the process of analyzing the impact of these changes
on its operations.

         LITIGATION. On September 4, 1997, the Company announced that it had
learned of four lawsuits regarding the then proposed acquisition of LIN
Television. The Company and all of its then present directors are defendants in
all of the lawsuits. AT&T is a defendant in three of the lawsuits, and an AT&T
affiliate and Hicks Muse are defendants in one of the lawsuits. Each of the
lawsuits was filed by a purported shareholder of the Company seeking to
represent a putative class of all the Company's public stockholders. Three of
the four lawsuits were filed in the Delaware Court of Chancery, while the fourth
lawsuit was filed in the New York Supreme Court.

         While the allegations of the complaints are not identical, all of the
lawsuits basically assert that the terms of the original merger agreement were
not in the best interests of the Company's public Stockholders. All of the
complaints allege breach of fiduciary duty in approving the merger agreement.
Two of the complaints also allege breach of fiduciary duty in connection with
the sale of the television station WOOD-TV by AT&T to LIN Television and the
amendment to a Private Market Value Guarantee Agreement that was entered into
simultaneously with the first merger agreement. The complaints seek the
preliminary and permanent enjoinment of the merger or alternatively seek damages
in an unspecified amount. The complaints have not been amended to reflect the
terms of the merger itself.

         The plaintiffs in each of the actions have agreed to an indefinite
extension of time for each of the defendants served to respond to the respective
complaints. No discovery has taken place.

         In addition, the Company currently and from time to time is involved in
litigation incidental to the conduct of its business. In the opinion of the
Company's management, none of such litigation as of June 30, 1999, is likely to
have a material adverse effect on the Company's financial position, results of
operations or cash flows.





                                       22
<PAGE>   25


                          PART I. FINANCIAL INFORMATION


    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                               FINANCIAL CONDITION

Forward-Looking Statements

         Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
future financial position and operating results of LIN Holdings Corp. ("LIN
Holdings") and its subsidiaries, including LIN Television Corporation ("LIN
Television"), together, the "Company". When used in this report, the words
"believes," "anticipated," "intends," and similar expressions are intended to
identify forward-looking statements. There are a number of risks, uncertainties
and factors that could cause the Company's actual results to differ materially
from those forecasted or projected in such forwarding-looking statements. These
factors include, without limitation changes in advertising, demand,
technological changes, regulatory changes, acquisitions and dispositions, as
well as other risks detailed in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.

         Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. The Company
undertakes no obligation to update publicly forward-looking statements, whether
as a result of new information, future events or otherwise.

Business

         The Company is a television station group operator in the United States
that owns and operates eight network-affiliated television stations.
Additionally, the Company has local marketing agreements ("LMAs") under which it
provides programming for four other stations in the markets in which it
operates.

Recent Developments

         LIN MERGER TERMINATION. On July 7, 1998, AMFM Inc. ("AMFM"), formerly
Chancellor Media Corporation, entered into a merger agreement (the "AMFM Merger
Agreement") with Ranger Equity Holdings Corporation ("Ranger"), a parent
company, to acquire Ranger in a stock for stock transaction (the "AMFM Merger").
On March 14, 1999, the Boards of Directors of AMFM and Ranger agreed to
terminate the AMFM Merger Agreement. Additionally, AMFM's Board of Directors
approved the assignment of the agreements to acquire Petry Media Corporation, a
leading television representation firm, and Pegasus Broadcasting of San Juan,
L.L.C., a television broadcasting company that owns a television station in
Puerto Rico, to the Company. Subsequently, the AMFM agreement with Petry has
expired. The assignment of the agreement relating to the purchase of Pegasus
Broadcasting by the Company is subject to negotiation of definitive
documentation, third-party approval and various other conditions, including
governmental approvals, and, accordingly, there can be no assurance that the
Company will complete such a transaction.

         KXTX-TV. On June 3, 1999, LIN Texas transferred all of the assets of
KXTX-TV to Southwest Sports Group Holdings LLC, Inc. ("SSG Holdings" or "SSG"),
a Texas limited liability company and an entity in which a partner of Hicks Muse
has a substantial economic interest. In exchange, LIN Texas received 500,000
units of SSG's Series A Preferred Units, par value $100.00 per unit ("SSG
Preferred Units"). The Company has assigned a value of $47.0 million to the SSG
Preferred Units. The SSG Preferred Units are entitled to receive non-liquidating
distributions prior to any junior ranked units of SSG Holdings in an amount
equal to $100 per Preferred Unit, minus the amount of previously made
distributions, plus an amount of interest thereon at a rate of 6% per annum
compounded annually beginning January 1, 1999. As of June 30, 1999, the total
interest owed to the Company was $1.5 million.



                                       23
<PAGE>   26

         LIN Texas has the right, upon the earlier of (i) the third anniversary
of the issuance of the SSG Preferred Units and (ii) an initial public offering
of SSG Common Units, to convert its shares of SSG Preferred Units into shares of
SSG Common Units at a conversion rate equal to the par value per share of the
SSG Preferred Units (plus accrued and unpaid interest thereon) divided by the
fair market value per share of the SSG Common Units. SSG has the right, at its
sole option, to redeem the SSG Preferred Units at par value (plus accrued and
unpaid interest thereon) at any time.

         WOOD AND WOTV. On June 30, 1999, the Company acquired from AT&T
Corporation ("AT&T") the assets of WOOD-TV and the LMA rights related to WOTV-TV
(collectively, the "Grand Rapids Stations"), both of which stations are located
in the Grand Rapids-Kalamazoo-Battle Creek market (the "Grand Rapids
Acquisition"). The Company had provided management services to the Grand Rapids
Stations pursuant to a consulting agreement with AT&T. The total purchase price
for the Grand Rapids Acquisition was approximately $142.4 million, including
direct costs of the acquisition. The Grand Rapids Acquisition was funded by the
combination of operating funds and $93.0 million of additional Tranche A Term
Loans.

The acquisition was accounted for as a purchase and accordingly, the purchase
price, including direct costs of the acquisition, has been allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of the acquisition. These fair values are subject to adjustment when additional
information concerning asset and liability valuations is finalized. The excess
of the purchase price over the fair value of the net tangible assets acquired
has been allocated to intangible assets, primarily FCC licenses and network
affiliations. The results of operations associated with the acquired business
will be included in the consolidated results of the Company from the acquisition
date. The Grand Rapids Acquisition is summarized as follows (in thousands):


                     Assets acquired and liabilities assumed


Working capital, including cash of $22,400 ........................... $ 15,442
Property and equipment ...............................................   18,422
Other noncurrent assets ..............................................    1,033
Intangible assets ....................................................  108,096
Other noncurrent liabilities .........................................     (609)
                                                                       --------
Total acquisition ....................................................  142,384


         NETWORK AFFILIATION COMPENSATION. On July 15, 1999, the Company entered
into an amendment to its existing network agreement with American Broadcasting
Company ("ABC"). This amendment calls for the Company to make payments to ABC
for the rights to broadcast National Football League ("NFL") games. In exchange,
the Company will receive eight additional prime time program spots per week. The
Company has three stations affiliated with ABC - WAND in Decatur, Illinois, WTNH
in New Haven, Connecticut, and WOTV, an LMA station in Battle Creek, Michigan.

         On April 6, 1999, Fox Broadcasting Company ("Fox") informed the Company
of the network's plan to reduce the inventory of the commercial time in Fox
prime time programming allocated to its affiliates by approximately 22% or to
allow the affiliates to buy-back that inventory plus additional network
inventory. The Company has only one station affiliated with Fox -- WVBT, an LMA
station in Norfolk, Virginia. WVBT-TV has elected to buy the commercial time
from Fox.



                                       24
<PAGE>   27

Results of Operations

         Set forth below are the significant factors that contributed to the
operating results of the Company for the three- and six-month periods ended June
30, 1999 and 1998. The Company's results from operations from period to period
are not directly comparable because of the impact of the acquisition of LIN
Television by Hicks Muse, and the associated contribution of KXAS-TV to a joint
venture with NBC. Unaudited Pro forma comparisons have been included where
appropriate.

         The following table summarizes the impact of the pro forma adjustments
related to the acquisition of LIN Television. These adjustments include
additional depreciation and amortization of intangibles related to the purchase
price allocations, and the contribution of KXAS-TV to a joint venture with NBC,
excluding the stations operating results from January 1, 1998 through March 2,
1998.

<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED      |                          SIX MONTHS ENDED
                                     ----------------------------- | ---------------------------------------------------------------
                                                                   |                                      Pro Forma       Pro Forma
                                     June 30, 1999   June 30, 1998 | June 30, 1999    June 30, 1998     Adjustments    June 30, 1998
                                      (unaudited)     (unaudited)  |  (unaudited)      (unaudited)      (unaudited)     (unaudited)
                                      -----------     -----------  | ------------      -----------      -----------     -----------
<S>                                     <C>             <C>        |   <C>              <C>              <C>             <C>
Net Revenues                            $56,629         $61,777    |   $101,239         $121,792         $(13,253)       $108,539
                                                                   |
Operating costs and expenses:                                      |
  Direct operating                       14,535          17,000    |      26,639           31,847           (2,246)         29,601
  Selling, general and administrative    11,684          14,068    |      24,150           30,065           (2,750)         27,315
  Corporate                               1,965           2,296    |       3,913            3,924               --           3,924
  KXTX Management Fee                      (365)             --    |       1,178               --               --              --
  Amortization of program rights          3,285           3,041    |       6,630            6,799             (345)          6,454
  Depreciation and amortization          13,787          13,631    |      28,002           22,686            4,542          27,228
                                        -------         -------    |     -------         --------         --------        --------
Total operating costs and expenses       44,891          50,036    |      90,512           95,321             (799)         94,522
                                        -------         -------    |     -------         --------         --------        --------
Operating income (loss)                 $11,738         $11,741    |     $10,727         $ 26,471         $(12,454)       $ 14,017
                                        -------         -------    |     -------         --------         --------        --------
</TABLE>


         Net revenues consist primarily of national and local time sales, net of
sales adjustments and agency commissions, network compensation, barter revenues
and revenues from the production of local commercials and sports programming.
Total net revenues for the three- and six-month periods ended June 30, 1999
decreased approximately 8.3% to $56.6 million and 6.7% to $101.2 million,
respectively, compared to net revenue of $61.8 million and pro forma net revenue
of $108.6 million for the same periods last year. The decrease is primarily due
to the overall television industry slow-down in the second quarter of 1999,
driven in part by a reduction in political revenue. In addition, the six-month
period has been impacted by the first quarter loss of advertising revenue
associated with the Winter Olympics that aired on the Company's CBS stations in
1998 and the University of Connecticut men's basketball games that aired on the
Company's New Haven station in 1998.

         Direct operating expenses, consisting primarily of news, engineering,
programming and music licensing costs, decreased 14.5% to $14.5 million and
10.0% to $26.6 million for the three- and six-month periods ending June 30,
1999. Operating expenses for the same periods last year were $17.0 million and
pro forma operating expenses of $29.6 million, respectively. The decrease is
primarily the result of the Company's consistent focus on cost control resulting
in lower news aviation costs and lower compensation costs resulting from hiring
delays in certain open full-time positions.

         Selling, general and administrative expenses decreased approximately
16.9% to $11.7 million and 11.6% to $24.2 million for the three- and six-month
periods ended June 30, 1999, compared to selling, general and administrative
expenses of $14.1 million and pro forma



                                       25
<PAGE>   28

expenses of $27.3 million for the same periods last year. The decrease primarily
resulted from lower sales commission costs associated with the advertising
revenue decrease, as well as selling expense savings associated with certain
renegotiated contracts. In addition, the Company has incurred lower property
taxes as a result of revised assessments in several states.

         Corporate expenses, representing costs associated with the centralized
management of LIN Television's stations, decreased 14.4% to $2.0 million for the
three-month period ended June 30, 1999 compared to $2.3 million for the same
period last year, and remained flat at $3.9 million for the six-month period
ended June 30, 1999.

          Amortization of program rights, representing costs associated with the
acquisition of syndicated programming, features and specials increased 8.0% to
$3.3 million and 2.7% to $6.6 million for the three- and six-month periods ended
June 30, 1999, compared to amortization of program rights of $3.0 million and
pro forma amortization of $6.5 million for the same periods last year.

         Depreciation and amortization of intangible assets increased 1.1% to
$13.8 million and 2.8% to $28.0 million for the three- and six-month periods
ended June 30, 1999, compared to depreciation and amortization of intangible
assets of $13.6 million and pro forma depreciation and amortization of $27.2
million for the same period last year.

         For the reasons discussed above, the Company's operating income
remained flat at $11.7 million for the three month period ended June 30, 1999
compared to the same period last year and decreased by $3.3 million to $10.7
million for the six month period ended June 30, 1999, compared to pro forma
operating income of $14.0 million for the same period last year.

          Interest expense decreased $.2 million to $16.2 million and increased
$7.6 million to $32.1 million for the three- and six-month periods ended June
30, 1999, compared to expenses of $16.4 million and expenses of $24.5 million
for the same periods last year. The increase for the six-month period was the
result of the new borrowings under the Senior Credit Facilities and the issuance
of the Senior Subordinated Notes in connection with the Merger. During the first
half of 1998, LIN Television incurred financial and legal advisory fees and
regulatory filing fees in connection with the Merger. During the same period,
LIN Television expensed approximately $8.6 million that is reflected on the
Predecessor's Consolidated Statement of Operations as merger expense.

         The Company's provision for income taxes increased $1.2 million to $.8
million and decreased $5.3 million to a benefit of $2.2 million for the three-
and six-month periods ended June 30, 1999 compared to the benefit of $.4 million
and provision of $3.1 million for the same periods last year. The decrease was
due to an increase in the Company's net loss offset by nondeductible
amortization expense.

Liquidity and Capital Resources

         Net cash provided by operating activities for the six months ended June
30, 1999 totaled $10.6 million compared to net cash provided by operating
activities of $32.5 million for the same period last year. The decrease in cash
provided by operating activities of $21.4 million was primarily due to amounts
paid for interest and the contribution of KXAS-TV to a joint venture with NBC.
Net cash used in investing activities was $116.7 million for the six months
ended June 30, 1999, compared to $1,728.0 million for the same period last year.
The decrease in cash used is primarily due to the acquisition of LIN Television
in March 1998. Net cash provided by financing activities for the six months
ended June 30, 1999 was a $77.8 million compared to cash provided by financing
activities of $1,733.3 million for the same period last year. The decrease is
primarily due to the issuance of the Senior Subordinated Notes, the issuance of
the Senior Discount Notes, the issuance of the Credit Facility, the proceeds
from the GECC Note, and the


                                       26
<PAGE>   29

equity contribution by Hicks Muse in connection with the Acquisition, partially
offset by the principal payment of $260.0 million to refinance LIN's existing
indebtedness.

         Capital expenditures for the six months ended June 30, 1999 were $10.2
million compared to $3.9 million for the same period last year. Over the last
three years, the Company has invested approximately $18 million to prepare its
towers and transmitter buildings for the transition to digital television. The
Company expects to spend approximately $23.0 million annually on capital
expenditures in 1999 and in 2000. The Company anticipates that it will be able
to meet its capital expenditure requirements with internally generated funds and
borrowings under the Senior Credit Facilities.

         Based on the current level of operations and anticipated future growth
(both internally generated as well as through acquisitions), the Company
believes that its cash flows from operations, together with borrowings under the
Senior Credit Facilities, will be sufficient to meet its anticipated
requirements for working capital, capital expenditures, interest payments and
scheduled principal payments.

Year 2000 Issue

         Some of Company's older computer programs were written using two digits
rather than four digits to define the applicable year. As a result, those
computer programs have time-sensitive software that recognizes a date using "00"
as the year 1900 rather than the year 2000. This could cause system failures or
miscalculations in the next millennium, causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

         The Company recognizes the importance of the Year 2000 issue and has
taken a proactive approach intended to facilitate an appropriate transition into
the Year 2000. The Company has implemented a project team utilizing both
internal and external resources to implement its Year 2000 initiative, which has
involved upgrading affected computer systems, software and equipment with
embedded chips, and preparing contingency and disaster recovery plans.

         A Company-wide assessment of systems and operations has identified
information technology and non-information technology systems (including
equipment with embedded chips) that do not properly recognize dates after
December 31, 1999. The project team has implemented a plan of remediation and
testing to, sufficiently in advance of the Year 2000, assure that the systems of
the Company that are critical to the Company's operations will properly
recognize dates after December 31, 1999. Areas of concern that are being
addressed include possible service interruptions in satellite feeds providing
news, weather and syndicated shows for broadcast; potential failure of equipment
with embedded chips including master clocks, studio equipment, master control
automation systems and transmission equipment, and telephone, security and
environmental control systems.

         The Company has and will continue to incur capital expenditures and
internal staff costs related to this initiative. The Company estimates the total
potential remediation costs to be approximately $3.0 million, and that
approximately $2.8 million has been incurred to date.

         The Company has developed, in the ordinary course of business, a
contingency plan to address system failures that are critical to conduct its
business. Such plans include the increase in personnel needed to operate the
systems that would ordinarily be operated by computer. The Company believes that
its contingency plans would adequately address any potential Year 2000 related
system failures. The Company estimates that if current planned software upgrades
with certain non-information technology systems are not implemented prior to
January 1, 2000, the cost to the Company would be as much as $500,000 per year.



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         The Company has initiated a formal communication program with its
significant vendors to determine the extent to which the Company is vulnerable
to those third parties who fail to remediate their own Year 2000 non-compliance.
Based on the information currently available, the Company is not aware of any
likely third party Year 2000 non-compliance by the Company or its vendors or
customers that will materially affect the Company's business operations.
However, the Company does not control the systems of other companies, and cannot
assure that such systems will be timely converted and, if not converted, would
not have an adverse effect on the Company's business operations. Furthermore, no
assurance can be given at this time that any or all of the Company's systems are
or will be Year 2000 compliant, or that the ultimate costs required to address
the Year 2000 issue or the impact of any failure to achieve substantial Year
2000 compliance by the Company, its vendors or customers will not have a
material adverse effect on the Company's financial condition.


       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         The Company is exposed to market risk from changes in interest rates
principally with respect to its credit facility, which is priced based on
certain interest rate alternatives. (See note 5 of the notes to the condensed
consolidated financial statements.) The company does not believe that its
interest rate risks are material to its operations.












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                           PART II. OTHER INFORMATION


                            ITEM 1. LEGAL PROCEEDINGS

         As previously reported, LIN Television Corporation ("LIN Television")
was named as a defendant in four lawsuits regarding the then proposed merger of
LIN Television with LIN Holdings Corp. The plaintiffs in each of these actions
have agreed to an indefinite extension of time for each of the defendants served
to respond to the respective complaints. No discovery has taken place.

         In addition, LIN Television currently and from time to time is involved
in litigation incidental to the conduct of its business. In the opinion of LIN
Television's management, none of such litigation is likely to have a material
adverse effect on LIN Television's financial condition, results of operations or
cash flows.



                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS:

         10.28             Amended and Restated Asset Contribution Agreement
                           dated as of June 2, 1999 by and among LIN Television
                           of Texas, L.P., Southwest Sports Group Holdings LLC,
                           and Southwest Sports Television, Inc.
         27.1              Financial Data Schedule for LIN Holdings Corp. for
                           six months ending June 30, 1999
         27.2              Financial Data Schedule for LIN Television
                           Corporation for six months ending June 30, 1999

         REPORTS ON FORM 8-K:
         None.



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<PAGE>   32


                                   SIGNATURES


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrants have duly caused this report to be signed on each of their
respective behalf by the undersigned thereunto duly authorized.


LIN HOLDINGS CORP.                             LIN TELEVISION CORPORATION
  (Registrant)                                        (Registrant)




DATED:                                          /s/ Peter E. Maloney
                                                --------------------------
                                                Peter E. Maloney
                                                Vice President of Finance


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