12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

The Company conducts a portion of its business through its subsidiaries. All of the Company’s Subsidiary Guarantors have fully and unconditionally guaranteed the Company’s 6³/8% Senior Subordinated Notes due February 2013, the 12¹/2%/15% Senior Subordinated Notes due May 2016, and the Company’s obligations under the 2011 Credit Agreement, as amended.

On February 14, 2013, one of our subsidiaries, Reach Media, became a guarantor with respect to the 2011 Credit Agreement. This change in status has been retrospectively reflected in the accompanying consolidating financial statements.

Set forth below are consolidating balance sheets for the Company and its subsidiaries as of March 31, 2013 and December 31, 2012, and the related consolidating statements of operations, comprehensive loss and cash flows for each of the three months periods ended March 31, 2013 and 2012, respectively. We have applied the equity method of accounting to report our investments in subsidiaries.

The Radio One, Inc. column of the condensed consolidating financial statements reflects the assets directly owned by Radio One, Inc., which consist of assets for several radio markets, and also includes the FCC licenses associated with those markets whose operating assets are directly owned by Radio One, Inc. These FCC licenses are owned by Radio One Licenses, LLC, a wholly owned guarantor subsidiary of the Company, and have a net book value of approximately $266.8 million at March 31, 2013 and December 31, 2012. The Company believes the presentation of these FCC licenses within the Radio One, Inc. column of the condensed consolidating financial statements is appropriate because it reflects all of the assets that contribute to the operating performance of those markets in a single column within the condensed consolidating financial information.

The non-wholly owned subsidiaries column of the condensed consolidating financial information reflects the financial statement activity for Reach Media. The Company, through one of its guarantor subsidiaries, has an 80% ownership interest in Reach Media. We have also included separate financial statements for Reach Media for the financial statement periods covered by this filing.

The non-guarantor subsidiary column of the condensed consolidating financial information reflects the financial statement activity for TV One, LLC (“TV One”). Radio One, through one of its guarantor subsidiaries, has an approximately 51% ownership interest in TV One. The financial information within this column does not reflect the Company’s basis in TV One as the “push down” of this basis would not be required or permitted in separate financial statements of TV One.

The consolidation adjustments column reflects consolidating adjustments to: (i) eliminate the investment in subsidiaries, (ii), reflect the Company’s basis in TV One, (iii) allocate the consolidated net income to the noncontrolling interests, and (iv) eliminate intercompany transactions.

In its previously filed consolidated financial statements, the Company improperly classified certain subsidiary activities within its condensed consolidating financial statements. The misclassifications primarily relate to: (i) including TV One in the “Radio One, Inc.” column in the condensed consolidating financial statements although TV One is a non-guarantor subsidiary of the Company under its outstanding notes registered under the Securities Act of 1933 and (ii) after Reach Media became a guarantor under the Company’s outstanding registered notes on February 14, 2013, including Reach Media in the “Wholly-Owned Guarantor Subsidiaries” column in the condensed consolidating financial statements in the First Quarter 10-Q and the comparative period in 2012 rather than a separate column for “non-wholly owned guarantor subsidiaries”. Additionally, the Company determined separate financial statements for Reach Media should have been included in the First Quarter 10-Q because it is not wholly owned by the Company. These changes have no impact on the Company’s consolidated financial statements, including its consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in equity or consolidated statements of cash flows for any previously reported period.

The summarized impact on the financial statements is as follows (in thousands):

Selected Balance Sheet Data

As of March 31, 2013

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non- Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Assets

Radio One, Inc.		1,422,345			-		(31,830	)		(33,302	)		(150,405	)		(164,448	)		1,042,360
Combined Subsidiary Guarantors		629,645			-		31,830			-			-			-			661,475
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			33,302			-			-			33,302
Non-Guarantor Subsidiaries		-			-		-			-			150,405			-			150,405
Consolidation Adjustments		(609,930	)		-		-			-			-			164,448			(445,482	)

Total Assets		1,442,060			-		-			-			-			-			1,442,060

Selected Balance Sheet Data

As of December 31, 2012

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Assets

Radio One, Inc.		1,445,892			-		(75,862	)		(29,492	)		(155,275	)		(123,449	)		1,061,814
Combined Subsidiary Guarantors		599,347			-		75,862			-			-			-			675,209
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			29,492			-			-			29,492
Non-Guarantor Subsidiaries		-			-		-			-			155,275			-			155,275
Consolidation Adjustments		(585,044	)		-		-			-			-			123,449			(461,595	)

Total Assets		1,460,195			-		-			-			-			-			1,460,195

Selected Statement of Operations Data

For The Three Months Ended March 31, 2013

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Revenues

Radio One, Inc.		57,649			-		10,987			(9,541	)		(35,991	)		1,543			24,647
Combined Subsidiary Guarantors		41,463			-		(10,987	)		-			-			-			30,476
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			9,541			-			-			9,541
Non-Guarantor Subsidiaries		-			-		-			-			35,991			-			35,991
Consolidation Adjustments		-			-		-			-			-			(1,543	)		(1,543	)

Total Revenues		99,112			-		-			-			-			-			99,112

Operating Income

Radio One, Inc.		11,031			-		(1,435	)		1,094			(15,041	)		6,449			2,098
Combined Subsidiary Guarantors		4,498			-		1,435			-			-			-			5,933
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(1,094	)		-			-			(1,094	)
Non-Guarantor Subsidiaries		-			-		-			-			15,041			-			15,041
Consolidation Adjustments		-			-		-			-			-			(6,449	)		(6,449	)

Total Operating Income		15,529			-		-			-			-			-			15,529

Consolidated Net Income (Loss)

Radio One, Inc.		(12,415	)		-		(505	)		768			(12,013	)		6,059			(18,106	)
Combined Subsidiary Guarantors		5,048			-		505			-			-			-			5,553
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(768	)		-			-			(768	)
Non-Guarantor Subsidiaries		-			-		-			-			12,013			-			12,013
Consolidation Adjustments		(5,048	)		-		-			-			-			(6,059	)		(11,107	)

Total Consolidated Net Income (Loss)		(12,415	)		-		-			-			-			-			(12,415	)

Total Net Income Attributable to Non-Controlling Interests

Radio One, Inc.		5,691			-		-			-			-			(5,691	)		-
Combined Subsidiary Guarantors		-			-		-			-			-			-			-
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			-			-			-			-
Non-Guarantor Subsidiaries		-			-		-			-			-			-			-
Consolidation Adjustments		-			-		-			-			-			5,691			5,691

Total Net Income Attributable to Non-Controlling Interests		5,691			-		-			-			-			-			5,691

Consolidated Net Income (Loss) Attributable to Common Stockholders

Radio One, Inc.		(18,106	)		-		(505	)		768			(12,013	)		11,750			(18,106	)
Combined Subsidiary Guarantors		5,048			-		505			-			-			-			5,553
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(768	)		-			-			(768	)
Non-Guarantor Subsidiaries		-			-		-			-			12,013			-			12,013
Consolidation Adjustments		(5,048	)		-		-			-			-			(11,750	)		(16,798	)

Total Consolidated Net Income (Loss) Attributable to Common Stockholders		(18,106	)		-		-			-			-			-			(18,106	)

Selected Statement of Operations Data

For The Three Months Ended March 31, 2012

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Revenues

Radio One, Inc.		71,939			-		1,868			(13,553	)		(32,236	)		1,994			30,012
Combined Subsidiary Guarantors		31,025			-		(1,868	)		-			-			-			29,157
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			13,553			-			-			13,553
Non-Guarantor Subsidiaries		-			-		-			-			32,236			-			32,236
Consolidation Adjustments		-			-		-			-			-			(1,994	)		(1,994	)

Total Revenues		102,964			-		-			-			-			-			102,964

Operating Income

Radio One, Inc.		7,609			-		(50	)		1,111			(11,771	)		6,601			3,500
Combined Subsidiary Guarantors		6,193			-		50			-			-			-			6,243
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(1,111	)		-			-			(1,111	)
Non-Guarantor Subsidiaries		-			-		-			-			11,771			-			11,771
Consolidation Adjustments		-			-		-			-			-			(6,601	)		(6,601	)

Total Operating Income		13,802			-		-			-			-			-			13,802

Consolidated Net Income (Loss)

Radio One, Inc.		(75,185	)		-		2,423			618			(8,737	)		1,639			(79,242	)
Combined Subsidiary Guarantors		5,930			-		(2,423	)		-			-			-			3,507
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(618	)		-			-			(618	)
Non-Guarantor Subsidiaries		-			-		-			-			8,737			-			8,737
Consolidation Adjustments		(5,930	)		-		-			-			-			(1,639	)		(7,569	)

Total Consolidated Net Income (Loss)		(75,185	)		-		-			-			-			-			(75,185	)

Net Income Attributable to Non-Controlling Interests

Radio One, Inc.		4,057			-		-			-			-			(4,057	)		-
Combined Subsidiary Guarantors		-			-		-			-			-			-			-
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			-			-			-			-
Non-Guarantor Subsidiaries		-			-		-			-			-			-			-
Consolidation Adjustments		-			-		-			-			-			4,057			4,057

Total Net Income Attributable to Non-Controlling Interests		4,057			-		-			-			-			-			4,057

Consolidated Net Income (Loss) Attributable to Common Stockholders

Radio One, Inc.		(79,242	)		-		2,423			618			(8,737	)		5,696			(79,242	)
Combined Subsidiary Guarantors		5,930			-		(2,423	)		-			-			-			3,507
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(618	)		-			-			(618	)
Non-Guarantor Subsidiaries		-			-		-			-			8,737			-			8,737
Consolidation Adjustments		(5,930	)		-		-			-			-			(5,696	)		(11,626	)

Total Consolidated Net Income (Loss) Attributable to Common Stockholders		(79,242	)		-		-			-			-			-			(79,242	)

Selected Statement of Comprehensive Income Data

For The Three Months Ended March 31, 2013

(in thousands)

	As Previously Reported		Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor		Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor		Change from Radio One, Inc. to Non-Guarantor		Consolidation Adjustments			As Restated
Comprehensive Income Attributable to Non-Controlling Interests

Radio One, Inc.		5,691		-		-		-		-		(5,691	)		-
Combined Subsidiary Guarantors		-		-		-		-		-		-			-
Non-Wholly Owned Guarantor Subsidiaries		-		-		-		-		-		-			-
Non-Guarantor Subsidiaries		-		-		-		-		-		-			-
Consolidation Adjustments		-		-		-		-		-		5,691			5,691

Total Comprehensive Income Attributable to Non-Controlling Interests		5,691		-		-		-		-		-			5,691

Selected Statement of Comprehensive Income Data

For The Three Months Ended March 31, 2012

(in thousands)

	As Previously Reported		Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor		Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor		Change from Radio One, Inc. to Non-Guarantor		Consolidation Adjustments			As Restated
Comprehensive Income Attributable to Non-Controlling Interests

Radio One, Inc.		4,057		-		-		-		-		(4,057	)		-
Combined Subsidiary Guarantors		-		-		-		-		-		-			-
Non-Wholly Owned Guarantor Subsidiaries		-		-		-		-		-		-			-
Non-Guarantor Subsidiaries		-		-		-		-		-		-			-
Consolidation Adjustments		-		-		-		-		-		4,057			4,057

Total Comprehensive Income Attributable to Non-Controlling Interests		4,057		-		-		-		-		-			4,057

Selected Statement of Cash Flows Data

For The Three Months Ended March 31, 2013

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Net Cash Flows from Operating Activities

Radio One, Inc.		7,597			-		1,574			759			(7,410	)		3,123			5,643
Combined Subsidiary Guarantors		1,255			-		(5,574	)		-			-			-			(4,319	)
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(759	)		-			-			(759	)
Non-Guarantor Subsidiaries		-			-		-			-			7,410			-			7,410
Consolidation Adjustments		(5,048	)		-		-			-			-			(3,123	)		(8,171	)

Total Net Cash Flows from Operating Activities		3,804			-		(4,000	)		-			-			-			(196	)

Net Cash Flows from Investing Activities

Radio One, Inc.		(8,596	)		-		-			57			1,425			5,048			(2,066	)
Combined Subsidiary Guarantors		-			-		4,000			-			-			-			4,000
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(57	)		-			-			(57	)
Non-Guarantor Subsidiaries		-			-		-			-			(1,425	)		-			(1,425	)
Consolidation Adjustments		5,048			-		-			-			-			(5,048	)		-

Total Net Cash Flows from Investing Activities		(3,548	)		-		4,000			-			-			-			452

Net Cash Flows from Financing Activities

Radio One, Inc.		(11,085	)		-		-			-			16,000			(8,171	)		(3,256	)
Combined Subsidiary Guarantors		-			-		-			-			-			-			-
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			-			-			-			-
Non-Guarantor Subsidiaries		-			-		-			-			(16,000	)		-			(16,000	)
Consolidation Adjustments		-			-		-			-			-			8,171			8,171

Total Net Cash Flows from Financing Activities		(11,085	)		-		-			-			-			-			(11,085	)

Selected Statement of Cash Flows Data

For The Three Months Ended March 31, 2012

(in thousands)

	As Previously Reported			Change from Combined Subsidiary Guarantor to Non-Guarantor		Change from Radio One, Inc. to Combined Subsidiary Guarantor			Change from Radio One, Inc. to Non-Wholly Owned Subsidiary Guarantor			Change from Radio One, Inc. to Non-Guarantor			Consolidation Adjustments			As Restated
Net Cash Flows from Operating Activities

Radio One, Inc.		18,603			-		(102	)		(371	)		(7,724	)		(1,642	)		8,764
Combined Subsidiary Guarantors		(188	)		-		102			-			-			-			(86	)
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			371			-			-			371
Non-Guarantor Subsidiaries		-			-		-			-			7,724			-			7,724
Consolidation Adjustments		(5,930	)		-		-			-			-			1,642			(4,288	)

Total Net Cash Flows from Operating Activities		12,485			-		-			-			-			-			12,485

Net Cash Flows from Investing Activities

Radio One, Inc.		(5,379	)		-		-			7			(3,275	)		5,930			(2,717	)
Combined Subsidiary Guarantors		-			-		-			-			-			-			-
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			(7	)		-			-			(7	)
Non-Guarantor Subsidiaries		-			-		-			-			3,275			-			3,275
Consolidation Adjustments		5,930			-		-			-			-			(5,930	)		-

Total Net Cash Flows from Investing Activities		551			-		-			-			-			-			551

Net Cash Flows from Financing Activities

Radio One, Inc.		(5,091	)		-		-			-			8,401			(4,288	)		(978	)
Combined Subsidiary Guarantors		-			-		-			-			-			-			-
Non-Wholly Owned Guarantor Subsidiaries		-			-		-			-			-			-			-
Non-Guarantor Subsidiaries		-			-		-			-			(8,401	)		-			(8,401	)
Consolidation Adjustments		-			-		-			-			-			4,288			4,288

Total Net Cash Flows from Financing Activities		(5,091	)		-		-			-			-			-			(5,091	)

Set forth below are consolidating balance sheets for the Company and the Subsidiary Guarantors as of March 31, 2013 and December 31, 2012, and the related consolidating statements of operations, comprehensive loss and cash flows for the three months ended March 31, 2013 and 2012. We have applied the equity method of accounting to report our investments in subsidiaries. Separate financial statements for the wholly-owned guarantor subsidiaries are not presented based on management’s determination that those financial statements do not provide additional information that is material to investors.

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2013

				Wholly-Owned			Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

NET REVENUE	$	24,647		$	30,476		$	9,541		$	35,991	$	(1,543	)	$	99,112
OPERATING EXPENSES:
Programming and technical		5,287			7,551			7,464			11,374		(1,203	)		30,473
Selling, general and administrative, including stock-based compensation		10,195			14,141			1,744			6,983		(340	)		32,723
Corporate selling, general and administrative, including stock-based compensation		5,929			-			1,139			2,409		-			9,477
Depreciation and amortization		1,138			1,481			288			184		6,449			9,540
Impairment of long-lived assets		-			1,370			-			-		-			1,370
Total operating expenses		22,549			24,543			10,635			20,950		4,906			83,583
Operating income (loss)		2,098			5,933			(1,094	)		15,041		(6,449	)		15,529
INTEREST INCOME		29			-			-			11		-			40
INTEREST EXPENSE		18,844			363			-			3,039		-			22,246
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES		5,588			(930	)		-			-		(4,658	)		-
OTHER INCOME, net		30			10			-			-		-			40
(Loss) income before provision for (benefit from) income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		(11,099	)		4,650			(1,094	)		12,013		(11,107	)		(6,637	)
PROVISION FOR (BENEFIT FROM) INCOME TAXES		7,007			-			(326	)		-		-			6,681
Net (Loss) income from continuing operations		(18,106	)		4,650			(768	)		12,013		(11,107	)		(13,318	)
INCOME FROM DISCONTINUED OPERATIONS, net of tax		-			903			-			-		-			903
CONSOLIDATED NET (LOSS) INCOME		(18,106	)		5,553			(768	)		12,013		(11,107	)		(12,415	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			-			-			-		5,691			5,691
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(18,106	)	$	5,553		$	(768	)	$	12,013	$	(16,798	)	$	(18,106	)

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2012

				Wholly-Owned			Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

NET REVENUE	$	30,012		$	29,157		$	13,553		$	32,236		$	(1,994	)	$	102,964
OPERATING EXPENSES:
Programming and technical		7,189			7,824			5,977			11,222			(1,100	)		31,112
Selling, general and administrative, including stock-based compensation		12,220			13,448			6,491			6,972			(359	)		38,772
Corporate selling, general and administrative, including stock-based compensation		6,109			-			1,895			2,124			(535	)		9,593
Depreciation and amortization		994			1,642			301			147			6,601			9,685
Total operating expenses		26,512			22,914			14,664			20,465			4,607			89,162
Operating income (loss)		3,500			6,243			(1,111	)		11,771			(6,601	)		13,802
INTEREST INCOME		14			-			2			6			-			22
INTEREST EXPENSE		20,459			249			-			3,039			-			23,747
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES		3,440			(2,472	)		-			-			(968	)		-
OTHER INCOME (EXPENSE), net		8			-			-			(1	)		-			7
(Loss) income before provision for (benefit from) income taxes, noncontrolling interests in income of subsidiaries and discontinued operations		(13,497	)		3,522			(1,109	)		8,737			(7,569	)		(9,916	)
PROVISION FOR (BENEFIT FROM) INCOME TAXES		65,745			-			(491	)		-			-			65,254
Net (Loss) income from continuing operations		(79,242	)		3,522			(618	)		8,737			(7,569	)		(75,170	)
LOSS FROM DISCONTINUED OPERATIONS, net of tax		-			(15	)		-			-			-			(15	)
CONSOLIDATED NET (LOSS) INCOME		(79,242	)		3,507			(618	)		8,737			(7,569	)		(75,185	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			-			-			-			4,057			4,057
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(79,242	)	$	3,507		$	(618	)	$	8,737		$	(11,626	)	$	(79,242	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2013

				Wholly-Owned		Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

CONSOLIDATED NET (LOSS) INCOME	$	(18,106	)	$	5,553	$	(768	)	$	12,013		$	(11,107	)	$	(12,415	)
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX		-			-		-			(20	)		-			(20	)
COMPREHENSIVE (LOSS) INCOME		(18,106	)		5,553		(768	)		11,993			(11,107	)		(12,435	)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			-		-			-			5,691			5,691
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(18,106	)	$	5,553	$	(768	)	$	11,993		$	(16,798	)	$	(18,126	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2012

				Wholly-Owned		Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

CONSOLIDATED NET (LOSS) INCOME	$	(79,242	)	$	3,507	$	(618	)	$	8,737	$	(7,569	)	$	(75,185	)
NET CHANGE IN UNREALIZED LOSS ON INVESTMENT ACTIVITIES, NET OF TAX		-			-		-			97		-			97
COMPREHENSIVE (LOSS) INCOME		(79,242	)		3,507		(618	)		8,834		(7,569	)		(75,088	)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		-			-		-			-		4,057			4,057
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(79,242	)	$	3,507	$	(618	)	$	8,834	$	(11,626	)	$	(79,145	)

CONSOLIDATING BALANCE SHEETS

As of March 31, 2013

				Wholly-Owned			Non-Wholly Owned
	Radio One,			Guarantor			Guarantor			Non-Guarantor			Consolidation
	Inc.			Subsidiaries			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(In thousands)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	22,833		$	1,023		$	1,598		$	20,972		$	-		$	46,426
Short-term investments		-			-			-			3,212			-			3,212
Trade accounts receivable, net of allowance for doubtful accounts		13,542			27,079			9,644			33,471			-			83,736
Prepaid expenses and other current assets		2,080			1,698			5,592			960			-			10,330
Current portion of content assets		-			-			-			28,770			-			28,770
Current assets from discontinued operations		125			(10	)		-			-			-			115
Total current assets		38,580			29,790			16,834			87,385			-			172,589
PROPERTY AND EQUIPMENT, net		17,820			14,746			460			1,721			43			34,790
INTANGIBLE ASSETS, net		319,747			460,599			16,005			20,012			374,302			1,190,665
CONTENT ASSETS, net		-			-			-			39,605			-			39,605
INVESTMENT IN SUBSIDIARIES		664,343			154,758			-			-			(819,101	)		-
OTHER ASSETS		1,870			180			3			1,682			(726	)		3,009
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		-			1,402			-			-			-			1,402
Total assets	$	1,042,360		$	661,475		$	33,302		$	150,405		$	(445,482	)	$	1,442,060

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	789		$	1,505		$	941		$	3,298		$	-		$	6,533
Accrued interest		5,540			-			-			529			-			6,069
Accrued compensation and related benefits		4,772			1,677			632			1,885			-			8,966
Current portion of content payables		-			-			-			16,038			-			16,038
Other current liabilities		(668	)		3,897			8,913			5,083			-			17,225
Current portion of long-term debt		3,840			-			-			-			-			3,840
Current liabilities from discontinued operations		26			86			-			-			-			112
Total current liabilities		14,299			7,165			10,486			26,833			-			58,783
LONG-TERM DEBT, net of current portion and original issue discount		694,536			-			-			119,000			-			813,536
CONTENT PAYABLES, net of current portion		-			-			-			10,835			-			10,835
OTHER LONG-TERM LIABILITIES		15,070			824			100			2,803			(364	)		18,433
DEFERRED TAX LIABILITIES		194,610			-			243			-			-			194,853
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		-			16			-			-			-			16
Total liabilities		918,515			8,005			10,829			159,471			(364	)		1,096,456

REDEEMABLE NONCONTROLLING INTERESTS		-			-			13,012			-			-			13,012

STOCKHOLDERS’ EQUITY:
Preferred stock		-			-			-			18			(18	)		-
Common stock		49			-			10			18			(28	)		49
Accumulated other comprehensive income		(122	)		-			-			(26	)		26			(122	)
Additional paid-in capital		1,005,045			249,877			40,976			5,548			(296,401	)		1,005,045
Retained earnings (accumulated deficit)		(881,127	)		403,593			(31,525	)		(14,624	)		(357,444	)		(881,127	)
Total stockholders’ equity		123,845			653,470			9,461			(9,066	)		(653,865	)		123,845
Noncontrolling interest		-			-			-			-			208,747			208,747
Total Equity		123,845			653,470			9,461			(9,066	)		(445,118	)		332,592
Total liabilities, redeemable noncontrolling interests and equity	$	1,042,360		$	661,475		$	33,302		$	150,405		$	(445,482	)	$	1,442,060

CONSOLIDATING BALANCE SHEETS

As of December 31, 2012

				Wholly-Owned		Non-Wholly Owned
	Radio One,			Guarantor		Guarantor			Non-Guarantor			Consolidation
	Inc.			Subsidiaries		Subsidiaries			Subsidiaries			Adjustments			Consolidated
	Unaudited
	(In thousands)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	22,512		$	1,342	$	2,414		$	30,987		$	-		$	57,255
Short-term investments		-			-		-			1,597			-			1,597
Trade accounts receivable, net of allowance for doubtful accounts		18,494			27,468		6,788			29,162			-			81,912
Prepaid expenses and other current assets		1,707			834		3,593			976			-			7,110
Current portion of content assets		-			-		-			27,723			-			27,723
Current assets from discontinued operations		124			3		-			-			-			127
Total current assets		42,837			29,647		12,795			90,445			-			175,724
PROPERTY AND EQUIPMENT, net		18,035			14,867		469			1,807			104			35,282
INTANGIBLE ASSETS, net		320,682			462,399		16,225			22,501			380,755			1,202,562
CONTENT ASSETS, net		-			-		-			38,981			-			38,981
INVESTMENT IN SUBSIDIARIES		678,165			163,499		-			-			(841,664	)		-
OTHER ASSETS		2,095			231		3			1,541			(790	)		3,080
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS		-			4,566		-			-			-			4,566
Total assets	$	1,061,814		$	675,209	$	29,492		$	155,275		$	(461,595	)	$	1,460,195

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	1,222		$	1,825	$	314		$	2,049		$	-		$	5,410
Accrued interest		5,320			-		-			529			-			5,849
Accrued compensation and related benefits		6,708			1,760		925			1,772			-			11,165
Current portion of content payables		-			-		-			17,694			-			17,694
Other current liabilities		2,625			4,023		4,216			5,299			-			16,163
Current portion of long-term debt		4,587			-		-			-			-			4,587
Current liabilities from discontinued operations		13			94		-			-			-			107
Total current liabilities		20,475			7,702		5,455			27,343			-			60,975
LONG-TERM DEBT, net of current portion and original issue discount		695,131			-		-			119,000			-			814,131
CONTENT PAYABLES, net of current portion		-			-		-			11,163			-			11,163
OTHER LONG-TERM LIABILITIES		14,833			884		122			2,828			(364	)		18,303
DEFERRED TAX LIABILITIES		187,575			-		674			-			-			188,249
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS		-			23		-			-			-			23
Total liabilities		918,014			8,609		6,251			160,334			(364	)		1,092,844

REDEEMABLE NONCONTROLLING INTERESTS		-			-		12,853			-			-			12,853

STOCKHOLDERS’ EQUITY:
Preferred stock		-			-		-			18			(18	)		-
Common stock		50			-		10			18			(28	)		50
Accumulated other comprehensive income		(102	)		-		-			(6	)		6			(102	)
Additional paid-in capital		1,006,873			268,560		41,135			21,548			(331,243	)		1,006,873
Retained earnings (accumulated deficit)		(863,021	)		398,040		(30,757	)		(26,637	)		(340,646	)		(863,021	)
Total stockholders’ equity		143,800			666,600		10,388			(5,059	)		(671,929	)		143,800
Noncontrolling interest		-			-		-			-			210,698			210,698
Total Equity		143,800			666,600		10,388			(5,059	)		(461,231	)		354,498
Total liabilities, redeemable noncontrolling interests and equity	$	1,061,814		$	675,209	$	29,492		$	155,275		$	(461,595	)	$	1,460,195

CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2013

				Wholly-Owned			Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	5,643		$	(4,319	)	$	(759	)	$	7,410		$	(8,171	)	$	(196	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,066	)		-			(57	)		(97	)		-			(2,220	)
Proceeds from sales of investment securities		-			-			-			503			-			503
Purchases of investment securities		-			-			-			(1,831	)		-			(1,831	)
Proceeds from sale of discontinued operations		-			4,000			-			-			-			4,000
Net cash flows (used in) provided by investing activities		(2,066	)		4,000			(57	)		(1,425	)		-			452
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility		(960	)		-			-			-			-			(960	)
Repurchase of common stock		(1,526	)		-			-			-			-			(1,526	)
Repayment of senior subordinated notes		(747	)		-			-			-			-			(747	)
Debt refinancing and modification costs		(23	)		-			-			-			-			(23	)
Payment of dividends by TV One		-			-			-			(16,000	)		8,171			(7,829	)
Net cash flows (used in) provided by financing activities		(3,256	)		-			-			(16,000	)		8,171			(11,085	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		321			(319	)		(816	)		(10,015	)		-			(10,829	)
CASH AND CASH EQUIVALENTS, beginning of period		22,512			1,342			2,414			30,987			-			57,255
CASH AND CASH EQUIVALENTS, end of period	$	22,833		$	1,023		$	1,598		$	20,972		$	-		$	46,426

CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2012

				Wholly-Owned			Non Wholly- Owned
	Radio One, Inc.			Guarantor Subsidiaries			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidation Adjustments			Consolidated
	Unaudited
	(In thousands)

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	8,764		$	(86	)	$	371		$	7,724		$	(4,288	)	$	12,485

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,717	)		-			(7	)		(236	)		-			(2,960	)
Proceeds from sales of investment securities		-			-			-			3,859			-			3,859
Purchases of investment securities		-			-			-			(348	)		-			(348	)
Net cash flows (used in) provided by investing activities		(2,717	)		-			(7	)		3,275			-			551
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility		(965	)		-			-			-			-			(965	)
Debt refinancing and modification costs		(13	)		-			-			-			-			(13	)
Payment of dividends by TV One		-			-			-			(8,401	)		4,288			(4,113	)
Net cash flows (used in) provided by financing activities		(978	)		-			-			(8,401	)		4,288			(5,091	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,069			(86	)		364			2,598			-			7,945
CASH AND CASH EQUIVALENTS, beginning of period		19,361			33			1,683			14,862			-			35,939
CASH AND CASH EQUIVALENTS, end of period	$	24,430		$	(53	)	$	2,047		$	17,460		$	-		$	43,884