-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCBsfpTUD0UFT0+37kuiOSuYwbAtKTSS+Npa4npKSB5OInE4pwTjD8kCWUtaGQwz KC+iSGL6DeiA6SRMlnSKsg== 0000783005-03-000044.txt : 20031015 0000783005-03-000044.hdr.sgml : 20031013 20031015172536 ACCESSION NUMBER: 0000783005-03-000044 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 03942419 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS OPERATING CO CENTRAL INDEX KEY: 0001141732 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 352141064 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-62172-13 FILM NUMBER: 03942420 BUSINESS ADDRESS: STREET 1: C/O EMMIS COMMUNICATIONS STREET 2: 40 MONUMENT CIRCLE 7TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: C/O EMMIS COMMUNICATIONS STREET 2: 40 MONUMENT CIRCLE 7TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204 10-Q 1 qtr2-fy2004_10q.htm 2ND QTR FY 2004 Emmis FY 2004 2nd Qtr 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2003

EMMIS COMMUNICATIONS CORPORATION Exact name of registrant as specified in its charter)		EMMIS OPERATING COMPANY (Exact name of registrant as specified in its charter)
INDIANA (State of incorporation or organization)		INDIANA (State of incorporation or organization)
0-23264 (Commission file number)		333-62172-13 (Commission file number)
35-1542018 (I.R.S. Employer Identification No.)		35-2141064 (I.R.S. Employer Identification No.)
ONE EMMIS PLAZA 40 MONUMENT CIRCLE SUITE 700 INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices)		ONE EMMIS PLAZA 40 MONUMENT CIRCLE SUITE 700 INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices)
(317) 266-0100 (Registrant's Telephone Number, Including Area Code)		(317) 266-0100 (Registrant's Telephone Number, Including Area Code)

NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Act).

Yes ý No o

The number of shares outstanding of each of Emmis Communications Corporation’s classes of common stock, as of October 1, 2003, was:

49,686,001		Shares of Class A Common Stock, $.01 Par Value
5,030,002		Shares of Class B Common Stock, $.01 Par Value
0		Shares of Class C Common Stock, $.01 Par Value

Emmis Operating Company had 1,000 shares of common stock outstanding as of October 1, 2003 and all of these shares are owned by Emmis Communications Corporation.

INDEX

Page

INDEPENDENT ACCOUNTANTS' REVIEW REPORT................................................................... 4

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements....................................................................... 5

Emmis Communications Corporation and Subsidiaries:

Condensed Consolidated Statements of Operations for the three
and six months ended August 31, 2002 and 2003............................................ 5

Condensed Consolidated Balance Sheets
as of February 28, 2003 and August 31, 2003.............................................. 7

Condensed Consolidated Statements of Cash Flows
for the six months ended August 31, 2002 and 2003........................................ 9

Emmis Operating Company and Subsidiaries:

Condensed Consolidated Statements of Operations for the three
and six months ended August 31, 2002 and 2003........................................... 11

Condensed Consolidated Balance Sheets
as of February 28, 2003 and August 31, 2003............................................. 12

Condensed Consolidated Statements of Cash Flows
for the six months ended August 31, 2002 and 2003....................................... 14

Notes to Condensed Consolidated Financial Statements............................................. 16

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................... 37

Item 3. Quantitative and Qualitative Disclosures
about Market Risk....................................................................... 48

Item 4. Controls and Procedures................................................................... 48

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders....................................... 50

Item 6. Exhibits and Reports on Form 8-K.......................................................... 51

Signatures ...................................................................................... 53

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Board of Directors and ShareholdersEmmis
Communications Corporation and Subsidiaries

We have reviewed the accompanying condensed consolidated balance sheet of Emmis Communications Corporation and Subsidiaries as of August 31, 2003, and the related condensed consolidated statements of operations and cash flows for the three-month and six-month periods ended August 31, 2003 and 2002. We have also reviewed the accompanying condensed consolidated balance sheet of Emmis Operating Company (a wholly owned subsidiary of Emmis Communications Corporation) and Subsidiaries as of August 31, 2003, and the related condensed consolidated statements of operations and cash flows for the three-month and six-month periods ended August 31, 2003 and 2002. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Emmis Communications Corporation and Subsidiaries as of February 28, 2003, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the year then ended. We have also audited, in accordance with auditing standards generally accepted in the United States, the accompanying consolidated balance sheet of Emmis Operating Company and Subsidiaries as of February 28, 2003, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the year then ended. In our report dated April 11, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheets of Emmis Communications Corporation and Subsidiaries and Emmis Operating Company and Subsidiaries as of February 28, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheets from which it was derived.

		/s/ ERNST & YOUNG LLP
Indianapolis, Indiana September 25, 2003

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	August 31,						August 31,
	2002			2003			2002			2003
GROSS REVENUES	$	162,708		$	178,384		$	322,206		$	342,769
LESS: AGENCY COMMISSIONS		19,486			22,675			42,178			44,699

NET REVENUES		143,222			155,709			280,028			298,070
OPERATING EXPENSES:
Station operating expenses, excluding noncash compensation		85,965			95,622			172,295			185,280
Corporate expenses, excluding noncash compensation		5,046			5,861			10,179			11,624
Noncash compensation		5,775			5,408			11,130			12,471
Depreciation and amortization		10,593			11,607			21,352			22,959

Total operating expenses		107,379			118,498			214,956			232,334

OPERATING INCOME		35,843			37,211			65,072			65,736

OTHER INCOME (EXPENSE):
Interest expense		(26,196	)		(21,156	)		(56,143	)		(43,944	)
Loss from unconsolidated affiliates		(3,014	)		(175	)		(4,080	)		(339	)
Loss on debt extinguishment		(9,906	)		--			(13,506	)		--
Gain on sale of assets		--			957			8,933			957
Minority interest income (expense)		37			(801	)		96			(789	)
Other income (expense), net		573			309			1,161			285

Total other income (expense)		(38,506	)		(20,866	)		(63,539	)		(43,830	)

INCOME (LOSS) BEFORE INCOME TAXES AND
ACCOUNTING CHANGE		(2,663	)		16,345			1,533			21,906
PROVISION FOR INCOME TAXES		1,893			6,591			4,263			9,550

INCOME (LOSS) BEFORE ACCOUNTING CHANGE		(4,556	)		9,754			(2,730	)		12,356
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES OF $102,600 IN 2002		--			--			(167,400	)		--

NET INCOME (LOSS)		(4,556	)		9,754			(170,130	)		12,356
PREFERRED STOCK DIVIDENDS		2,246			2,246			4,492			4,492

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	(6,802	)	$	7,508		$	(174,622	)	$	7,864

See independent accountants’ review report and accompanying notes.

In the three months ended August 31, 2002 and 2003, $4.8 million and $4.3 million, respectively of our noncash compensation was attributable to our stations, while $1.0 million and $1.1 million, respectively was attributable to corporate. In the six months ended August 31, 2002 and 2003, $9.5 million and $10.0 million, respectively of our noncash compensation was attributable to our stations, while $1.6 million and $2.5 million, respectively was attributable to corporate.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(Unaudited)
(In thousands, except per share data)

	Three Months Ended					Six Months Ended
	August 31,					August 31,
	2002			2003		2002			2003
Basic net income (loss) available to common shareholders:
Before accounting change	$	(0.13	)	$	0.14	$	(0.14	)	$	0.14
Cumulative effect of accounting change, net of tax		--			--		(3.35	)		--

Net income (loss) available to common shareholders	$	(0.13	)	$	0.14	$	(3.49	)	$	0.14

Basic weighted average common shares outstanding		53,083			54,260		50,007			54,449
Diluted net income (loss) available to common shareholders:
Before accounting change	$	(0.13	)	$	0.14	$	(0.14	)	$	0.14
Cumulative effect of accounting change, net of tax		--			--		(3.35	)		--

Net income (loss) available to common shareholders	$	(0.13	)	$	0.14	$	(3.49	)	$	0.14

Diluted weighted average common shares outstanding		53,083			54,546		50,007			54,823

See independent accountants’ review report and accompanying notes.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	February 28,	August 31,
	2003	2003
	(Note 1)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 16,079	$ 14,096
Accounts receivable, net	102,345	119,008
Prepaid expenses	15,596	19,282
Other	25,661	16,878

Total current assets	159,681	169,264
PROPERTY AND EQUIPMENT, NET	223,430	217,654
INTANGIBLE ASSETS (Note 2):
Indefinite-lived intangibles	1,508,886	1,620,154
Goodwill	138,986	162,805
Other intangibles, net	28,861	42,518

Total intangible assets	1,676,733	1,825,477
OTHER ASSETS, NET	56,569	52,862

Total assets	$2,116,413	$2,265,257

See independent accountants’ review report and accompanying notes.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except share data)

	February 28,			August 31,
	2003			2003
	(Note 1)			(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	39,526		$	30,855
Current maturities of long-term debt		14,912			30,436
Current portion of TV program rights payable		27,424			21,074
Accrued salaries and commissions		14,247			10,856
Accrued interest		11,641			12,302
Deferred revenue		15,805			16,050
Other		8,102			8,405

Total current liabilities		131,657			129,978
LONG-TERM DEBT, NET OF CURRENT MATURITIES		1,194,789			1,274,834
OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES		13,087			9,660
TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION		32,044			25,435
MINORITY INTEREST		721			48,705
OTHER NONCURRENT LIABILITIES		17,065			13,243
DEFERRED INCOME TAXES		22,345			32,855

Total liabilities		1,411,708			1,534,710

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Series A cumulative convertible preferred stock, $0.01 par value;
$50.00 liquidation value; authorized 10,000,000 shares; issued and
outstanding 2,875,000 shares at February 28, 2003 and August 31, 2003		29			29
Class A common stock, $.01 par value; authorized 170,000,000 shares;
issued and outstanding 48,874,017 shares at February 28, 2003
and 49,556,126 shares at August 31, 2003		489			496
Class B common stock, $.01 par value; authorized 30,000,000 shares;
issued and outstanding 5,011,348 shares at February 28, 2003
and 5,030,002 shares at August 31, 2003		50			50
Additional paid-in capital		990,770			1,005,242
Accumulated deficit		(269,274	)		(261,410	)
Accumulated other comprehensive loss		(17,359	)		(13,860	)

Total shareholders' equity		704,705			730,547

Total liabilities and shareholders' equity	$	2,116,413		$	2,265,257

See independent accountants’ review report and accompanying notes.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

	Six Months Ended August 31,
	2002			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(170,130	)	$	12,356
Adjustments to reconcile net income (loss) to net cash
provided by operating activities -
Cumulative effect of accounting change		167,400			--
Depreciation and amortization		32,580			36,398
Accretion of interest on senior discount notes,
including amortization of related debt costs		13,885			13,052
Provision for bad debts		2,179			1,708
Provision for deferred income taxes		4,263			9,550
Noncash compensation		11,130			12,471
Loss on debt extinguishment		13,506			--
Gain on sale of assets		(8,933	)		(957	)
Other		(7,486	)		(69	)
Changes in assets and liabilities -
Accounts receivable		(14,477	)		(14,371	)
Prepaid expenses and other current assets		4,134			4,369
Other assets		487			(6,713	)
Accounts payable and accrued liabilities		4,182			(8,634	)
Deferred revenue		(422	)		199
Other liabilities		(16,775	)		(19,543	)

Net cash provided by operating activities		35,523			39,816

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(12,186	)		(8,762	)
Cash paid for acquisitions		--			(118,097	)
Proceeds from sale of assets, net		135,500			3,650
Deposits and other		(1,025	)		(1,399	)

Net cash provided by (used in) investing activities		122,289			(124,608	)

See independent accountants’ review report and accompanying notes.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)

	Six Months Ended August 31,
	2002			2003
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt		(269,525	)		(40,112	)
Proceeds from long-term debt		6,000			128,000
Proceeds from issuance of the Company's Class A common
stock, net of transaction costs		120,272			--
Proceeds from exercise of stock options		4,658			703
Preferred stock dividends paid		(4,492	)		(4,492	)
Premium paid to redeem senior discount notes		(6,678	)		--
Purchase of the Company's Class A common stock		--			(644	)
Debt related costs		(2,754	)		(646	)

Net cash provided by (used in) financing activities		(152,519	)		82,809

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,293			(1,983	)
CASH AND CASH EQUIVALENTS:
Beginning of period		6,362			16,079

End of period	$	11,655		$	14,096

SUPPLEMENTAL DISCLOSURES:
Cash paid for -
Interest	$	39,455		$	30,114
Income taxes		630			760
Non-cash financing transactions-
Value of stock issued to employees under stock swap program
and to satisfied accrued incentives		12,304			13,769
ACQUISITION OF WBPG-TV:
Fair value of assets acquired				$	11,854
Cash paid					11,656

Liabilities recorded				$	198

ACQUISITION OF AUSTIN RADIO:
Fair value of assets acquired				$	154,830
Cash paid					106,441

Liabilities recorded				$	48,389

See independent accountants’ review report and accompanying notes.

EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands)

	Three Months Ended						Six Months Ended
	August 31,						August 31,
	2002			2003			2002			2003
GROSS REVENUES	$	162,708		$	178,384		$	322,206		$	342,769
LESS: AGENCY COMMISSIONS		19,486			22,675			42,178			44,699

NET REVENUES		143,222			155,709			280,028			298,070
OPERATING EXPENSES:
Station operating expenses, excluding noncash compensation		85,965			95,622			172,295			185,280
Corporate expenses, excluding noncash compensation		5,046			5,861			10,179			11,624
Noncash compensation		5,775			5,408			11,130			12,471
Depreciation and amortization		10,593			11,607			21,352			22,959

Total operating expenses		107,379			118,498			214,956			232,334

OPERATING INCOME		35,843			37,211			65,072			65,736

OTHER INCOME (EXPENSE):
Interest expense		(19,818	)		(14,641	)		(42,258	)		(30,893	)
Loss from unconsolidated affiliates		(3,014	)		(175	)		(4,080	)		(339	)
Loss on debt extinguishment		(844	)		--			(4,444	)		--
Gain on sale of assets		--			957			8,933			957
Minority interest income (expense)		37			(801	)		96			(789	)
Other income (expense), net		575			309			1,163			285

Total other income (expense)		(23,064	)		(14,351	)		(40,590	)		(30,779	)

INCOME BEFORE INCOME TAXES
AND ACCOUNTING CHANGE		12,779			22,860			24,482			34,957
PROVISION FOR INCOME TAXES		4,793			8,891			9,605			14,157

INCOME BEFORE ACCOUNTING CHANGE		7,986			13,969			14,877			20,800
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE, NET OF TAXES OF $102,600 IN 2002		--			--			(167,400	)		--

NET INCOME (LOSS)	$	7,986		$	13,969		$	(152,523	)	$	20,800

See independent accountants’ review report and accompanying notes.

EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)

	February 28,		August 31,
	2003		2003
	(Note 1)		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	16,079	$	14,096
Accounts receivable, net		102,345		119,008
Prepaid expenses		15,596		19,282
Other		25,661		16,878

Total current assets		159,681		169,264
PROPERTY AND EQUIPMENT, NET		223,430		217,654
INTANGIBLE ASSETS (NOTE 2):
Indefinite-lived intangibles		1,508,886		1,620,154
Goodwill		138,986		162,805
Other intangibles, net		28,861		42,518

Total intangible assets		1,676,733		1,825,477
OTHER ASSETS, NET		49,040		45,808

Total assets	$	2,108,884	$	2,258,203

See independent accountants’ review report and accompanying notes.

EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in thousands, except share data)

	February 28, 2003 (Note 1)			August 31, 2003 (Unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	39,526		$	30,855
Current maturities of long-term debt		14,912			30,436
Current portion of TV program rights payable		27,424			21,074
Accrued salaries and commissions		14,247			10,856
Accrued interest		11,641			12,302
Deferred revenue		15,805			16,050
Other		6,979			7,282

Total current liabilities		130,534			128,855
LONG-TERM DEBT, NET OF CURRENT MATURITIES		996,945			1,064,414
OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES		13,087			9,660
TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION		32,044			25,435
MINORITY INTEREST		721			48,705
OTHER NONCURRENT LIABILITIES		17,065			13,243
DEFERRED INCOME TAXES		40,070			55,187

Total liabilities		1,230,466			1,345,499

COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY:
Common stock, no par value; authorized , issued and outstanding
1,000 shares at February 28, 2003 and August 31, 2003		1,027,221			1,027,221
Additional paid-in capital		95,582			110,061
Accumulated deficit		(227,026	)		(210,718	)
Accumulated other comprehensive loss		(17,359	)		(13,860	)

Total shareholder's equity		878,418			912,704

Total liabilities and shareholder's equity	$	2,108,884		$	2,258,203

See independent accountants’ review report and accompanying notes.

EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

	Six Months Ended August 31,
	2002			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(152,523	)	$	20,800
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities -
Cumulative effect of accounting change		167,400			--
Depreciation and amortization		32,580			36,398
Provision for bad debts		2,179			1,708
Provision for deferred income taxes		9,605			14,157
Noncash compensation		11,130			12,471
Loss on debt extinguishment		4,444			--
Gain on sale of assets		(8,933	)		(957	)
Other		(8,406	)		(69	)
Changes in assets and liabilities -
Accounts receivable		(14,477	)		(14,371	)
Prepaid expenses and other current assets		4,134			4,369
Other assets		486			(6,713	)
Accounts payable and accrued liabilities		4,182			(8,634	)
Deferred revenue		(422	)		199
Other liabilities		(16,775	)		(19,542	)

Net cash provided by (used in) operating activities		34,604			39,816

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(12,186	)		(8,762	)
Cash paid for acquisitions		--			(118,097	)
Proceeds from sale of assets, net		135,500			3,650
Deposits and other		(1,025	)		(1,399	)

Net cash provided by (used in) investing activities		122,289			(124,608	)

See independent accountants’ review report and accompanying notes.

EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)

	Six Months Ended August 31,
	2002			2003
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt		(216,102			(40,112	)
Proceeds from long-term debt		6,000			128,000
Distributions to parent		(2,246	)		(4,492	)
Contributions from parent and other		63,502			59
Debt related costs		(2,754	)		(646	)

Net cash provided by (used in) financing activities		(151,600	)		82,809

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,293			(1,983	)
CASH AND CASH EQUIVALENTS:
Beginning of period		6,362			16,079

End of period	$	11,655		$	14,096

SUPPLEMENTAL DISCLOSURES:
Cash paid for -
Interest	$	39,455		$	30,114
Income taxes		630			760
Non-cash financing transactions-
Value of stock issued to employees under stock swap program
and to satisfied accrued incentives		12,304			13,769
ACQUISITION OF WBPG-TV:
Fair value of assets acquired				$	11,854
Cash paid					11,656

Liabilities recorded				$	198

ACQUISITION OF AUSTIN RADIO:
Fair value of assets acquired				$	154,830
Cash paid					106,441

Liabilities recorded				$	48,389

See independent accountants’ review report and accompanying notes.

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
AND EMMIS OPERATING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE, EXCEPT SHARE DATA)
August 31, 2003

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Preparation of Interim Financial Statements

Pursuant to the rules and regulations of the Securities and Exchange Commission, the condensed consolidated interim financial statements included herein have been prepared, without audit, by Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “our,” “us,” “Emmis” or the “Company”) and by Emmis Operating Company and its subsidiaries (collectively “EOC”). Unless otherwise noted, all disclosures contained in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q apply to Emmis and EOC. As permitted under the applicable rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, Emmis believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Emmis and EOC filed on Form 10-K for the year ended February 28, 2003. The Company’s results are subject to seasonal fluctuations. Therefore, results shown on an interim basis are not necessarily indicative of results for a full year.

In the opinion of Emmis and EOC, respectively, the accompanying condensed consolidated interim financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of Emmis and EOC at August 31, 2003 and the results of their operations for the three and six months ended August 31, 2002 and 2003 and their cash flows for the six months ended August 31, 2002 and 2003.

Stock-Based Compensation

The Company accounts for its stock-based award plans in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, under which compensation expense is recorded to the extent that the market price on the grant date of the underlying stock exceeds the exercise price. The required unaudited pro forma net income and pro forma earnings per share as if the stock-based awards had been accounted for using the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, are as follows:

	Three Months Ended August 31,					Six Months Ended August 31,
	2002			2003		2002			2003
	(Unaudited)					(Unaudited)
Net Income (Loss) Available to Common Shareholders:
As Reported	$	(6,802	)	$	7,508	$	(174,622	)	$	7,864
Plus: Reported stock-based employee
compensation costs, net of tax		3,581			3,353		6,901			7,732
Less: Stock-based employee compensation
costs, net of tax, if fair value method had
been applied to all awards		5,142			5,807		10,022			12,639

Pro Forma	$	(8,363	)	$	5,054	$	(177,743	)	$	2,957

Basic EPS:
As Reported	$	(0.13	)	$	0.14	$	(3.49	)	$	0.14
Pro Forma	$	(0.16	)	$	0.09	$	(3.55	)	$	0.05
Diluted EPS:
As Reported	$	(0.13	)	$	0.14	$	(3.49	)	$	0.14
Pro Forma	$	(0.16	)	$	0.09	$	(3.55	)	$	0.05

The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for options vesting in 2002 and 2003:

	Three Months Ended August 31,		Six Months Ended August 31,
	2002	2003	2002	2003
Risk-Free Interest Rate:	3.6% - 5.4%	3.6% - 5.4%	3.6% - 5.4%	3.6% - 5.4%
Expected Dividend Yield:	0	0	0	0
Expected Life (Years):	8.3 - 8.6	8.3 - 8.6	8.3 - 8.6	8.3 - 8.6
Expected Volatility:	57.7% - 58.4%	57.7% - 58.4%	57.7% - 58.4%	57.7% - 58.4%

Advertising Costs

The Company defers the costs of major advertising campaigns for which future benefits are demonstrated. These costs are amortized over the shorter of the estimated period benefited (generally six months) or the remainder of the fiscal year. The Company had an immaterial amount and $1.1 million of these costs deferred as of August 31, 2002 and 2003, respectively.

Basic and Diluted Net Income Per Common Share

Emmis

Basic net income per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Potentially dilutive securities at August 31, 2002 and 2003 consisted of stock options and the 6.25% Series A cumulative convertible preferred stock. Neither the 6.25% Series A cumulative convertible preferred stock nor the stock options are included in the calculation of diluted net income per common share for the three and six months ended August 31, 2002 as the effect of their conversion to common stock would be antidilutive. Weighted average shares excluded from the calculation of diluted net income per share that would result from the conversion of the 6.25% Series A cumulative convertible preferred stock and the conversion of stock options amounted to approximately 3.8 million and 4.0 million shares for the three and six months ended August 31, 2002, respectively. The 6.25% Series A cumulative convertible preferred stock was excluded from the calculation of diluted net income per common share for the three and six months ended August 31, 2003 as the effect of its conversion to common stock of 3.7 million shares would be antidilutive.

EOC

Because EOC is a wholly-owned subsidiary of Emmis, disclosure of earnings per share for EOC is not required.

Cost Method Investments

Each quarter, the Company assesses impairment on its cost method investments. During the quarter ended August 31, 2003, Emmis reduced the carrying value of one of its cost method investments from $1.0 million to zero as the decline in the value of the investment, as determined by management, was deemed to be other than temporary. This expense is reflected in other income (expense), net in the accompanying condensed consolidated statements of operations.

Recent Accounting Pronouncements

On March 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 145, Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections (SFAS No. 145”). SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. SFAS No. 145 also rescinds SFAS No. 44, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. This pronouncement requires gains and losses related to debt transactions to be classified in income from continuing operations. Although we did not have any gains or losses from debt transactions in the current year, ECC had recorded an extraordinary loss of $8.8 million, net of tax, and $11.1 million, net of tax, in the three and six months ended August 31, 2002, respectively, and EOC had recorded an extraordinary loss of $0.5 million, net of tax, and $2.9 million, net of tax, in the three and six months ended August 31, 2002, respectively, in connection with debt extinguishments. Accordingly, we retroactively reclassified the losses of $9.9 million and $13.5 million, respectively, for ECC and $0.8 million and $4.4 million, respectively, for EOC to include them in income from continuing operations.

On March 1, 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying obligation that is related to an asset, liability, or an equity security of the guaranteed party. FIN 45‘s disclosure requirements were effective for financial statements of interim or annual periods ending after December 15, 2002. FIN 45‘s initial recognition and initial measurement provisions were applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. The Company adopted the disclosure requirements of FIN 45 for its fiscal 2003 annual report. Adoption of the initial recognition and initial measurement requirements of FIN 45 did not materially impact the Company’s financial position, results of operations or applicable disclosures.

On January 1, 2003, the Financial Accounting Standards Board issued Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 addresses consolidation of business enterprises of variable interest entities. FIN 46 is effective immediately for all variable interest entities created after January 31, 2003 and for the first fiscal year or interim period beginning after June 15, 2003 for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company has not acquired any variable interest entities subsequent to January 31, 2003 and will therefore adopt FIN 46 for its quarterly report for the period ending November 30, 2003. The Company is currently evaluating the impact, if any, of this pronouncement on its future consolidated results of operations and consolidated balance sheets.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS No. 150”). SFAS No. 150 requires financial instruments within its scope to be classified as a liability (or an asset in some circumstances). Many of these instruments were previously classified as equity. SFAS 150 is effective for our quarter ended November 30, 2003. The Company is currently evaluating the impact, if any, of this pronouncement on its future consolidated results of operations and consolidated balance sheets.

Note 2. Intangible Assets and Goodwill

Indefinite-lived Intangibles

Under the guidance in Statement of Financial Accounting Standards No. 142 (“Statement No. 142”), the Company’s FCC licenses are considered indefinite-lived intangibles. These assets are not subject to amortization, but are tested for impairment at least annually. As of August 31, 2003 and February 28, 2003, the carrying amounts of the Company’s FCC licenses were $1,620.2 million and $1,508.9 million, respectively. The increase is attributable to the acquisitions discussed in Note 4.

In accordance with Statement No. 142, the Company tested these indefinite-lived intangible assets for impairment as of March 1, 2002 by comparing their fair value to their carrying value at that date. The Company recognized impairment on its FCC licenses of approximately $145.0 million, net of $88.8 million in tax benefit, which is recorded as a component of the cumulative effect of accounting change during the three months ended May 31, 2002. Approximately $14.8 million of the charge, net of tax, related to our radio segment and $130.2 million of the charge, net of tax, related to our television segment. The fair value of our FCC licenses used to calculate the impairment charge was determined by management, using an enterprise valuation approach. Enterprise value was determined by applying an estimated market multiple to the broadcast cash flow generated by each reporting unit. Market multiples were determined based on information available regarding publicly traded peer companies, recently completed or contemplated transactions within the industry, and reporting units’ competitive position in their respective markets. Appropriate allocation was made to the tangible assets with the residual amount representing the estimated fair value of our indefinite lived intangible assets and goodwill. To the extent the carrying amount of the indefinite-lived intangible exceeded its fair value, the difference was recorded in the statement of operations, as described above. In the case of radio, the Company determined the reporting unit to be all of our stations in a local market, and in the case of television and publishing, the Company determined the reporting unit to be each individual station or magazine. Throughout our fiscal year ended February 2002, unfavorable economic conditions persisted in the industries in which the Company engages. These conditions caused customers to reduce the amount of advertising dollars spent on the Company’s media inventory as compared to prior periods, adversely impacting the cash flow projections used to determine the fair value of each reporting unit and public trading multiples of media stocks, resulting in the write-off of a portion of the carrying amount of our FCC licenses. The required impairment tests may result in future periodic write-downs, but the annual impairment test for fiscal 2003, completed in the fourth quarter, did not result in any further write-downs.

Goodwill

Statement No. 142 requires the Company to test goodwill for impairment at least annually using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. The Company completed the two-step impairment test during the quarter ended May 31, 2002. As a result of this test, the Company recognized impairment of approximately $22.4 million, net of $13.8 million in tax benefit, as a component of the cumulative effect of an accounting change during the three months ended May 31, 2002. Approximately $18.5 million of the charge, net of tax, related to our television segment and $3.9 million of the charge, net of tax, related to our publishing segment. Consistent with the Company’s approach to determining the fair value of our FCC licenses, the enterprise valuation approach was used to determine the fair value of each of the Company’s reporting units, and a portion of the carrying value of our goodwill was written-off due to reductions in cash flow and public trading multiples of media stocks resulting from the unfavorable economic conditions that reduced advertising expenditures throughout our fiscal 2002. As of August 31, 2003 and February 28, 2003, the carrying amount of the Company’s goodwill was $162.8 million and $139.0 million, respectively. The increase is attributable to the acquisitions discussed in Note 4. The required impairment tests may result in future periodic write-downs, but the annual impairment test for fiscal 2003, completed in the fourth quarter, did not result in any further write-downs.

Definite-lived intangibles

The Company’s definite-lived intangible assets consist primarily of foreign broadcasting licenses, subscription lists, lease rights, customer lists and non-compete agreements, all of which are amortized over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The following table presents the gross carrying amount and accumulated amortization for each major class of definite-lived intangible asset at February 28, 2003 and August 31, 2003:

	February 28, 2003						August 31, 2003
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Foreign Broadcasting Licenses	$	23,178	$	10,993	$	12,185	$	23,564	$	11,945	$	11,619
Subscription Lists		12,189		12,176		13		12,189		12,176		13
Lease Rights		11,502		695		10,807		11,890		847		11,043
Customer Lists		7,371		4,336		3,035		22,219		6,073		16,146
Non-Compete Agreements		5,738		5,601		137		5,738		5,621		117
Other		4,211		1,527		2,684		5,548		1,968		3,580

TOTAL	$	64,189	$	35,328	$	28,861	$	81,148	$	38,630	$	42,518

Total amortization expense from definite-lived intangibles for the three months ended August 31, 2002 and 2003 was $1.7 million and $1.5 million, respectively. Total amortization expense from definite-lived intangibles for the six months ended August 31, 2002 and 2003 was $3.6 million and $3.1 million, respectively. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles recorded on our books as of August 31, 2003:

FISCAL YEAR ENDED FEBRUARY 28 (29),
2004	$	6,764
2005		5,693
2006		5,252
2007		5,050
2008		4,842

As acquisitions and/or dispositions occur in the future, amortization expense will vary from the above table.

Note 3. Significant Events

WBPG-TV Acquisition

Effective March 1, 2003, the Company acquired substantially all of the assets of television station WBPG-TV in Mobile, AL – Pensacola, FL from Pegasus Communications Corporation for a cash purchase price of approximately $11.7 million, including transaction costs of $0.2 million. This acquisition will allow the Company to achieve duopoly efficiencies in the market, such as lower programming acquisition costs and consolidation of general and administrative functions, since Emmis already owns the Fox-affiliated television station in the market, WALA. The acquisition was financed through borrowings under the credit facility and was accounted for as a purchase. The Company recorded $0.2 million of goodwill, all of which is deductible for income tax purposes.

For this transaction, the aggregate purchase price, including transaction costs of $0.2 million, was allocated as follows based upon a preliminary appraisal. Material changes to the purchase price allocation are not expected.

Asset Description	Amount			Asset Lives
Accounts Receivable	$	154		Less than one year
Prepaids		35		Less than one year
Broadcasting equipment		2,458		5 to 7 years
Office equipment		97		5 to 7 years
Vehicles		42		5 to 7 years

Total tangible assets		2,597

Customer list		229		3 years
Affiliation agreement		559		3.5 years
FCC license (Indefinite-lived intangible)		7,971		Non-amortizing
Goodwill		150		Non-amortizing

Total intangible assets		8,909

Programming acquired		159
Less: Programming liabilities assumed		(198	)

Total purchase price	$	11,656

Sale of Mira Mobile

Effective June 5, 2003, Emmis sold its mobile television production company, Mira Mobile Television, to Shooters Production Services, Inc. for $3.9 million in cash, plus payments for working capital. Emmis received $3.3 million of the purchase price at closing and received a promissory note due October 31, 2005 for the remaining $0.6 million. Emmis had acquired this business in connection with the Lee acquisition in October 2000. The book value of the long-lived assets as of May 31, 2003 was $3.1 million and the operating performance of Mira Mobile was not material to the Company. Emmis recorded a gain on the sale of these assets of approximately $0.9 million in the accompanying condensed consolidated statements of operations.

Credit Facility Amendment

On June 6, 2003, EOC amended its credit facility to allow for the acquisition of the controlling interest in the Austin partnership, as described below. Specifically, the amendment increased the amount of Investments (as defined in the credit facility) that EOC could make to allow for the investment in the partnership. In addition to permitting the Austin acquisition, the amendment provided additional room under certain financial covenants applicable to the Revolver, Term A loan and Term B loan. More specifically, required decreases in senior leverage and total leverage ratios were delayed from November 30, 2003 to June 1, 2004.

Austin Radio Acquisition

On July 1, 2003, Emmis effectively acquired a controlling interest of 50.1% in a partnership that owns six radio stations in the Austin, Texas metropolitan area for a cash purchase price of approximately $106.4 million, including transaction costs of $1.0 million. These six stations are KLBJ-AM, KLBJ-FM, KDHT-FM, (formerly KXMG-FM), KROX-FM, KGSR-FM and KEYI-FM. This acquisition allowed Emmis to diversify its radio portfolio and participate in another large, high-growth radio market. The acquisition was financed through borrowings under the credit facility and was accounted for as a purchase. The Company recorded $23.6 million of goodwill, all of which is deductible for income tax purposes. In addition, Emmis has the option, but not the obligation, to purchase its 49.9% partner’s entire interest in the partnership after a period of approximately five years based on an 18-multiple of trailing 12-month cash flow.

For this transaction, the aggregate purchase price, including transaction costs of $1.0 million, was allocated as follows based upon a preliminary appraisal. Material changes to the purchase price allocation are not expected.

Asset Description	Amount			Asset Lives
Accounts receivable	$	4,893		Less than one year
Other current assets		85		Less than one year
Land and buildings		757		31.5 years for buildings
Broadcasting equipment		4,031		5 to 7 years
Office equipment		568		5 to 7 years
Vehicles		117		5 to 7 years
Other		176		Various

Total tangible assets		5,649

Customer list		14,619		5 years
Talent contract		456		3.5 years
Lease rights		389		5 to 9 years
Affiliation agreement		189		15 years
FCC license (Indefinite-lived intangible)		103,291		Non-amortizing
Goodwill		23,647		Non-amortizing

Total intangible assets		142,591

Investment and other long-term assets		1,612
Less: minority interest		(47,894	)
Less: current liabilities		(495	)

Total purchase price	$	106,441

Note 4. Pro Forma Financial Information

Emmis

Unaudited pro forma summary information is presented below for the three and six months ended August 31, 2002 and 2003, assuming the following events all had occurred on the first day of the pro forma periods presented below: (a) the acquisition (and related borrowings) of (i) a controlling interest of 50.1% in a partnership that owns six radio stations in the Austin, Texas metropolitan area in July 2003 and (ii) WBPG-TV in March 2003 and (b) the disposition (and related debt repayment) of (i) KALC-FM and KXPK-FM in May 2002 and (ii) Mira Mobile, a mobile television production company, in June 2003.

Preparation of the pro forma summary information was based upon assumptions deemed appropriate by the Company’s management. The pro forma summary information presented below is not necessarily indicative of the results that actually would have occurred if the transactions indicated above had been consummated at the beginning of the periods presented, and is not intended to be a projection of future results.

                                                            Three Months                       Six Months
                                                         Ended August 31,                   Ended August 31,
                                                       2002            2003               2002            2003
                                                   --------------  -------------      --------------  -------------
                                                    (Pro Forma)                        (Pro Forma)
                                                    (In thousands, except per share data)

Net revenues                                           $ 148,436      $ 158,159           $ 289,757      $ 305,790
                                                   ==============  =============      ==============  =============

Net income before accounting change                     $ (4,439)      $ 10,141            $ (2,071)      $ 14,454
                                                   ==============  =============      ==============  =============
Net income (loss) available to common
  shareholders before accounting
  change                                                $ (6,685)       $ 7,895            $ (6,563)       $ 9,962
                                                   ==============  =============      ==============  =============

Net income (loss) per share available to
  common shareholders before accounting
  change:

  Basic                                                  $ (0.13)        $ 0.15             $ (0.13)        $ 0.18
                                                   ==============  =============      ==============  =============
  Diluted                                                $ (0.13)        $ 0.14             $ (0.13)        $ 0.18
                                                   ==============  =============      ==============  =============

Weighted average shares outstanding:

  Basic                                                   53,083         54,260              50,007         54,449
  Diluted                                                 53,083         54,546              50,007         54,823

The pro forma results exclude approximately $0.9 million of costs recorded by the seller directly attributable to the Austin acquisition in the three and six months ended August 31, 2003.

EOC

                                                          Three Months                        Six Months
                                                         Ended August 31,                   Ended August 31,
                                                       2002            2003               2002            2003
                                                   --------------  -------------      --------------  -------------
                                                            (Pro Forma)                        (Pro Forma)
                                                                (In thousands, except per share data)

Net revenues                                           $ 148,436      $ 158,159           $ 289,757      $ 305,790
                                                   ==============  =============      ==============  =============

Net income before accounting change                    $   8,103      $  14,356           $  15,536      $  22,898
                                                   ==============  =============      ==============  =============

The pro forma results exclude approximately $0.9 million of costs recorded by the seller directly attributable to the Austin acquisition in the three and six months ended August 31, 2003.

Note 5. Comprehensive Income (Loss)

Emmis

Comprehensive income (loss) was comprised of the following for the three and six month periods ended August 31, 2002 and 2003:

                                                           Three Months                   Six Months
                                                         Ended August 31,               Ended August 31,
                                                       2002            2003           2002            2003
                                                   --------------  -------------  -------------   -------------
Net income (loss)                                     $  (4,556)      $   9,754    $ (170,130)       $  12,356
Translation adjustment
                                                         (3,371)          1,250        (8,519)           1,623
Change in fair value of derivative
    instruments, net of associated tax benefit
                                                               -            776           (33)           1,875
                                                   --------------  -------------  -------------   -------------

Total comprehensive income (loss)                     $  (7,927)      $  11,780    $ (178,682)       $  15,854
                                                   ==============  =============  =============   =============

The majority of the translation adjustment for the three and six months ended August 31, 2002 relates to the foreign currency devaluation in Argentina, where we have a 75% ownership interest in two radio stations.

EOC

Comprehensive income (loss) was comprised of the following for the three and six month periods ended August 31, 2002 and 2003:

                                                            Three Months                     Six Months
                                                           Ended August 31,                Ended August 31,
                                                         2002            2003            2002            2003
                                                     --------------  -------------   -------------   -------------
Net income (loss)                                        $   7,986      $  13,969     $ (152,523)       $  20,800
Translation adjustment
                                                           (3,371)          1,250         (8,519)           1,623
Change in fair value of derivative
     instruments, net of associated tax benefit
                                                                 -            776            (33)           1,875
                                                     --------------  -------------   -------------   -------------

Total comprehensive income (loss)                        $   4,615      $  15,995     $ (161,075)       $  24,298
                                                     ==============  =============   =============   =============

Note 6. Segment Information

The Company’s operations are aligned into three business segments: Radio, Television, and Publishing and Other. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate represents expense not allocated to reportable segments. Noncash compensation expense for fiscal 2003 attributable to our stations, previously included in Corporate, has been reclassified to the appropriate business segment.

The Company’s segments operate primarily in the United States with one radio station located in Hungary and two radio stations located in Argentina. Total revenues of the radio station in Hungary for the three months ended August 31, 2002 and 2003 were $2.7 million and $3.5 million, respectively, and $4.4 million and $5.3 million for the six months ended August 31, 2002 and 2003, respectively. The carrying value of long lived assets of this radio station as of August 31, 2002 and 2003 was $6.4 million and $8.9 million, respectively. Total revenues of our two radio stations in Buenos Aires, Argentina for the three months ended August 31, 2002 and 2003 were $0.4 million and $1.1 million, respectively. Total revenues of our two radio stations in Buenos Aires, Argentina for the six months ended August 31, 2002 and 2003 were $0.9 million and $1.9 million, respectively. The carrying value of long lived assets of these radio stations as of August 31, 2002 and 2003 was $4.7 million and $5.2 million, respectively.

The accounting policies as described in the summary of significant accounting policies included in the Company’s Annual Report filed on Form 10-K for the year ended February 28, 2003 and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments.

Unless otherwise noted, all information pertaining to segments applies to Emmis and EOC.

Three Months Ended                                                               Publishing
August 31, 2003                                   Radio         Television        and Other        Corporate      Consolidated
- --------------------------------------------  --------------- ---------------- ---------------- ---------------- ----------------
                                               (Unaudited)

Net revenues                                        $ 81,159         $ 56,052         $ 18,498              $ -        $ 155,709
Station operating expenses,
   excluding noncash compensation                     43,511           35,769           16,342                -           95,622
Corporate expenes, excluding
   noncash compensation                                    -                -                -            5,861            5,861
Noncash compensation                                   1,949            1,733              609            1,117            5,408
Depreciation and amortization                          2,414            7,468              221            1,504           11,607
                                              --------------- ---------------- ---------------- ---------------- ----------------
Operating income (loss)                             $ 33,285         $ 11,082          $ 1,326         $ (8,482)        $ 37,211
                                              =============== ================ ================ ================ ================
Total assets                                     $ 1,061,210      $ 1,046,147         $ 78,890         $ 79,010      $ 2,265,257
                                              =============== ================ ================ ================ ================

With respect to EOC, the above information would be identical, except corporate total assets would be $71,956 and consolidated total
assets would be $2,258,203.

Three Months Ended                                                               Publishing
August 31, 2002                                   Radio         Television        and Other        Corporate      Consolidated
- --------------------------------------------  --------------- ---------------- ---------------- ---------------- ----------------
                                               (Unaudited)

Net revenues                                        $ 69,890         $ 55,426         $ 17,906              $ -        $ 143,222
Station operating expenses,
   excluding noncash compensation                     35,100           35,252           15,613                -           85,965
Corporate expenes, excluding
   noncash compensation                                    -                -                -            5,046            5,046
Noncash compensation                                   2,727            1,524              500            1,024            5,775
Depreciation and amortization                          1,930            7,049              459            1,155           10,593
                                              --------------- ---------------- ---------------- ---------------- ----------------
Operating income (loss)                             $ 30,133         $ 11,601          $ 1,334         $ (7,225)        $ 35,843
                                              =============== ================ ================ ================ ================
Total assets                                       $ 900,366      $ 1,040,435         $ 79,228         $ 97,996      $ 2,118,025
                                              =============== ================ ================ ================ ================


With respect to EOC, the above information would be identical, except corporate total assets would be $90,026 and consolidated total
assets would be $2,110,055.

Six Months Ended                                                                 Publishing
August 31, 2003                                   Radio         Television        and Other        Corporate      Consolidated
- --------------------------------------------  --------------- ---------------- ---------------- ---------------- ----------------
                                               (Unaudited)

Net revenues                                       $ 145,756        $ 116,350         $ 35,964              $ -        $ 298,070
Station operating expenses,
   excluding noncash compensation                     78,690           74,029           32,561                -          185,280
Corporate expenes, excluding
   noncash compensation                                    -                -                -           11,624           11,624
Noncash compensation                                   4,350            4,134            1,479            2,508           12,471
Depreciation and amortization                          4,388           15,119              438            3,014           22,959
                                              --------------- ---------------- ---------------- ---------------- ----------------
Operating income (loss)                             $ 58,328         $ 23,068          $ 1,486        $ (17,146)        $ 65,736
                                              =============== ================ ================ ================ ================
Total assets                                     $ 1,061,210      $ 1,046,147         $ 78,890         $ 79,010      $ 2,265,257
                                              =============== ================ ================ ================ ================


With respect to EOC, the above information would be identical, except corporate total assets would be $71,956 and consolidated total
assets would be $2,258,203.

Six Months Ended                                                                 Publishing
August 31, 2002                                   Radio         Television        and Other        Corporate      Consolidated
- --------------------------------------------  --------------- ---------------- ---------------- ---------------- ----------------
                                               (Unaudited)


Net revenues                                       $ 132,614        $ 112,583         $ 34,831              $ -        $ 280,028
Station operating expenses,
   excluding noncash compensation                     69,508           72,064           30,723                -          172,295
Corporate expenes, excluding
   noncash compensation                                    -                -                -           10,179           10,179
Noncash compensation                                   5,139            3,206            1,149            1,636           11,130
Depreciation and amortization                          4,023           13,979            1,049            2,301           21,352
                                              --------------- ---------------- ---------------- ---------------- ----------------
Operating income (loss)                             $ 53,944         $ 23,334          $ 1,910        $ (14,116)        $ 65,072
                                              =============== ================ ================ ================ ================
Total assets                                       $ 900,366      $ 1,040,435         $ 79,228         $ 97,996      $ 2,118,025
                                              =============== ================ ================ ================ ================


With respect to EOC, the above information would be identical, except corporate total assets would be $90,026 and consolidated total
assets would be $2,110,055.

Note 7. Financial Information for Subsidiary Guarantors
and Subsidiary Non-Guarantors of Emmis Operating Company

The 8 1/8% senior subordinated notes of EOC are fully and unconditionally guaranteed, jointly and severally, by certain direct and indirect subsidiaries of EOC (the “Subsidiary Guarantors”). As of February 28, 2003 and August 31, 2003, subsidiaries holding EOC’s interest in its radio stations in Austin, Texas, Hungary and Argentina, as well as certain other subsidiaries (such as those conducting joint ventures with third parties), did not guarantee the senior subordinated notes (the “Subsidiary Non-Guarantors”). The claims of creditors of the Subsidiary Non-Guarantors have priority over the rights of EOC to receive dividends or distributions from such subsidiaries.

Presented below is condensed consolidating financial information for the EOC Parent Company Only, the Subsidiary Guarantors and the Subsidiary Non-Guarantors as of February 28, 2003 and August 31, 2003 and for the three and six months ended August 31, 2002 and 2003. EOC uses the equity method in its Parent Company Only information with respect to investments in subsidiaries.

Emmis Operating Company
Condensed Consolidating Balance Sheet
As of August 31, 2003
(Unaudited)

                                                                                           Eliminations
                                                  Parent                     Subsidiary        and
                                                  Company      Subsidiary       Non-      Consolidating
                                                   Only        Guarantors    Guarantors      Entries      Consolidated
                                               -------------- ------------- ------------- ------------------------------

CURRENT ASSETS:
  Cash and cash equivalents                          $ 1,421       $ 7,642       $ 5,033             $ -       $ 14,096
  Accounts receivable, net                                 -       109,766         9,242               -        119,008
  Prepaid expenses                                     1,791        17,265           226               -         19,282
  Other                                                  831        15,978            69               -         16,878
                                               -------------- ------------- ------------- ------------------------------
    Total current assets                               4,043       150,651        14,570               -        169,264

  Property and equipment, net                         33,618       176,865         7,171               -        217,654
  Intangible assets, net                               1,735     1,669,959       153,783               -      1,825,477
  Investment in affiliates                         2,016,860             -             -      (2,016,860)             -
  Other assets, net                                   42,474        10,861         2,578         (10,105)        45,808
                                                                                                         ---------------
                                               -------------- ------------- ------------- ------------------------------
    Total assets                                 $ 2,098,730   $ 2,008,336     $ 178,102    $ (2,026,965)   $ 2,258,203
                                               ============== ============= ============= ==============================

CURRENT LIABILITIES:
  Accounts payable                                  $ 11,273      $ 15,197       $ 4,385             $ -       $ 30,855
  Current maturities of other long-term debt          30,395             -           400            (359)        30,436
  Current portion of TV program rights payable             -        21,074             -               -         21,074
  Accrued salaries and commissions                       935         9,449           472               -         10,856
  Accrued interest                                    12,302             -             -               -         12,302
  Deferred revenue                                         -        16,050             -               -         16,050
  Other                                                2,399         4,504           379               -          7,282
                                               -------------- ------------- ------------- ------------------------------
    Total current liabilities                         57,304        66,274         5,636            (359)       128,855

Long-term debt, net of current maturities          1,064,414             -             -               -      1,064,414
Other long-term debt, net of current maturities           41           122        19,243          (9,746)         9,660
TV program rights payable, net of current portion          -        25,435             -               -         25,435
Other noncurrent liabilities                           9,080         4,160             3               -         13,243
Minority interest                                          -             -        48,705               -         48,705
Deferred income taxes                                 55,187             -             -               -         55,187
                                               -------------- ------------- ------------- ------------------------------
    Total liabilities                              1,186,026        95,991        73,587         (10,105)     1,345,499

SHAREHOLDER'S EQUITY:
  Common stock                                     1,027,221             -             -               -      1,027,221
  Additional paid-in capital                         110,061             -         4,393          (4,393)       110,061
  Subsidiary investment                                    -     1,537,552       135,848      (1,673,400)             -
  Retained earnings/(accumulated deficit)           (210,718)      374,793       (21,525)       (353,268)      (210,718)
  Accumulated other comprehensive loss               (13,860)            -       (14,201)         14,201        (13,860)
                                               -------------- ------------- ------------- ------------------------------
    Total shareholder's equity                       912,704     1,912,345       104,515      (2,016,860)       912,704
                                               -------------- ------------- ------------- ------------------------------
                                               -------------- ------------- ------------- ------------------------------
    Total liabilities and shareholder's equity   $ 2,098,730   $ 2,008,336     $ 178,102    $ (2,026,965)   $ 2,258,203
                                               ============== ============= ============= ==============================

Emmis Operating Company
Condensed Consolidating Balance Sheet
As of February 28, 2003
(Unaudited)

                                                                                           Eliminations
                                                  Parent                     Subsidiary        and
                                                  Company      Subsidiary       Non-      Consolidating
                                                   Only        Guarantors    Guarantors      Entries      Consolidated
                                               -------------- ------------- ------------- ------------------------------

CURRENT ASSETS:
  Cash and cash equivalents                          $ 3,885       $ 5,844       $ 6,350             $ -       $ 16,079
  Accounts receivable, net                                 -        98,799         3,546               -        102,345
  Prepaid expenses                                     2,016        13,462           118               -         15,596
  Other                                                  222        23,249         2,190               -         25,661
                                               -------------- ------------- ------------- ------------------------------
    Total current assets                               6,123       141,354        12,204               -        159,681

  Property and equipment, net                         35,874       186,004         1,552               -        223,430
  Intangible assets, net                               3,035     1,661,513        12,185               -      1,676,733
  Investment in affiliates                         1,874,882             -             -      (1,874,882)             -
  Other assets, net                                   52,373        13,916           926         (18,175)        49,040
                                                                                                         ---------------
                                               -------------- ------------- ------------- ------------------------------
    Total assets                                 $ 1,972,287   $ 2,002,787      $ 26,867    $ (1,893,057)   $ 2,108,884
                                               ============== ============= ============= ==============================

CURRENT LIABILITIES:
  Accounts payable                                  $ 13,161      $ 18,530       $ 7,835             $ -       $ 39,526
  Current maturities of other long-term debt           9,976             -         7,151          (2,215)        14,912
  Current portion of TV program rights payable             -        27,424             -               -         27,424
  Accrued salaries and commissions                     3,326        10,746           175               -         14,247
  Accrued interest                                    13,844             -             -          (2,203)        11,641
  Deferred revenue                                         -        15,805             -               -         15,805
  Other                                                3,339         3,640             -               -          6,979
                                               -------------- ------------- ------------- ------------------------------
    Total current liabilities                         43,646        76,145        15,161          (4,418)       130,534

Long-term debt, net of current maturities            996,945             -             -               -        996,945
Other long-term debt, net of current maturities           41         2,412        24,391         (13,757)        13,087
TV program rights payable, net of current portion          -        32,044             -               -         32,044
Minority interest                                          -             -           721               -            721
Other noncurrent liabilities                          13,167         3,898             -               -         17,065
Deferred income taxes                                 40,070             -             -               -         40,070
                                               -------------- ------------- ------------- ------------------------------
    Total liabilities                              1,093,869       114,499        40,273         (18,175)     1,230,466

SHAREHOLDER'S EQUITY:
  Common stock                                     1,027,221             -             -               -      1,027,221
  Additional paid-in capital                          95,582             -         4,393          (4,393)        95,582
  Subsidiary investment                                    -     1,564,173        20,249      (1,584,422)             -
  Retained earnings/(accumulated deficit)           (227,026)      324,115       (23,068)       (301,047)      (227,026)
  Accumulated other comprehensive loss               (17,359)            -       (14,980)         14,980        (17,359)
                                               -------------- ------------- ------------- ------------------------------
    Total shareholder's equity                       878,418     1,888,288       (13,406)     (1,874,882)       878,418
                                               -------------- ------------- ------------- ------------------------------
                                               -------------- ------------- ------------- ------------------------------
    Total liabilities and shareholder's equity   $ 1,972,287   $ 2,002,787      $ 26,867    $ (1,893,057)   $ 2,108,884
                                               ============== ============= ============= ==============================

Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Three Months Ended August 31, 2003
(Unaudited)

                                                    Only       Guarantors   Guarantors      Entries     Consolidated
                                                 ------------- ----------------------------------------- --------------

Net revenues                                            $ 231     $ 146,478       $ 9,000           $ -      $ 155,709
Operating expenses:
     Station operating expenses,
         excluding noncash compensation                   173        89,755         5,694             -         95,622
     Corporate expenses, excluding
          noncash compensation                          5,861             -             -             -          5,861
     Noncash compensation                               1,117         4,291             -             -          5,408
     Depreciation and amortization                      1,504         9,099         1,004             -         11,607
                                                 ------------- ----------------------------------------- --------------
          Total operating expenses                      8,655       103,145         6,698             -        118,498
                                                 ------------- ----------------------------------------- --------------
Operating income (loss)                                (8,424)       43,333         2,302             -         37,211
                                                 ------------- ----------------------------------------- --------------
Other income (expense)
     Interest expense                                 (14,438)          (39)         (568)          404        (14,641)
     Loss from unconsolidated affiliates                 (175)            -             -             -           (175)
     Gain on sale of assets                                 -           957             -             -            957
     Minority interest expense                              -             -             -          (801)          (801)
     Other income (expense), net                         (973)           63         1,219             -            309
                                                 ------------- ----------------------------------------- --------------
          Total other income (expense)                (15,586)          981           651          (397)       (14,351)
                                                 ------------- ----------------------------------------- --------------

Income (loss) before income taxes and
    accounting change                                 (24,010)       44,314         2,953          (397)        22,860

Provision (benefit) for income taxes                   (8,466)       16,839           518             -          8,891
                                                 ------------- ----------------------------------------- --------------
                                                      (15,544)       27,475         2,435          (397)        13,969
Equity in earnings (loss) of subsidiaries              29,513             -             -       (29,513)             -
                                                 ------------- ----------------------------------------- --------------
                                                 ------------- ----------------------------------------- --------------
Net income (loss)                                    $ 13,969      $ 27,475       $ 2,435     $ (29,910)      $ 13,969
                                                 ============= ========================================= ==============

Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Three Months Ended August 31, 2002
(Unaudited)

                                                                                           Eliminations
                                                 Parent                       Subsidiary        and
                                                 Company       Subsidiary        Non-      Consolidating
                                                  Only         Guarantors     Guarantors      Entries     Consolidated
                                              -------------- --------------- ------------- -------------- --------------

Net revenues                                          $ 225       $ 139,838       $ 3,159            $ -      $ 143,222
Operating expenses:
     Station operating expenses,
         excluding noncash compensation                 183          83,354         2,428              -         85,965
     Corporate expenses, excluding
          noncash compensation                        5,046               -             -              -          5,046
     Noncash compensation                             1,024           4,751             -              -          5,775
     Depreciation and amortization                    1,155           8,735           703              -         10,593
                                              -------------- --------------- ------------- -------------- --------------
          Total operating expenses                    7,408          96,840         3,131              -        107,379
                                              -------------- --------------- ------------- -------------- --------------
Operating income (loss)                              (7,183)         42,998            28              -         35,843
                                              -------------- --------------- ------------- -------------- --------------
Other income (expense)
     Interest expense                               (19,474)           (392)         (128)           176        (19,818)
     Loss from unconsolidated affiliates                  -          (3,014)            -              -         (3,014)
     Loss on debt extinguishment                       (844)              -             -              -           (844)
     Minority interest income (expense)                   -               -             -             37             37
     Other income (expense), net                        288             246           217           (176)           575
                                              -------------- --------------- ------------- -------------- --------------
          Total other income (expense)              (20,030)         (3,160)           89             37        (23,064)
                                              -------------- --------------- ------------- -------------- --------------

Income (loss) before income taxes,
    extraordinary loss and accounting change        (27,213)         39,838           117             37         12,779

Provision (benefit) for income taxes                (10,345)         15,138             -              -          4,793
                                              -------------- --------------- ------------- -------------- --------------

Income (loss) before extraordinary loss
    and accounting change                           (16,868)         24,700           117             37          7,986
Equity in earnings (loss) of subsidiaries            24,854               -             -        (24,854)             -
                                              -------------- --------------- ------------- -------------- --------------
Net income (loss)                                   $ 7,986        $ 24,700         $ 117      $ (24,817)       $ 7,986
                                              ============== =============== ============= ============== ==============

Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Six Months Ended August 31, 2003
(Unaudited)

                                                                                          Eliminations
                                                    Parent                   Subsidiary        and
                                                   Company      Subsidiary      Non-      Consolidating
                                                     Only       Guarantors   Guarantors      Entries     Consolidated
                                                 ------------- ----------------------------------------- --------------

Net revenues                                            $ 469     $ 285,972      $ 11,629           $ -      $ 298,070
Operating expenses:
     Station operating expenses,
         excluding noncash compensation                   344       176,742         8,194             -        185,280
     Corporate expenses, excluding
          noncash compensation                         11,624             -             -             -         11,624
     Noncash compensation                               2,508         9,963             -             -         12,471
     Depreciation and amortization                      3,014        18,429         1,516             -         22,959
                                                 ------------- ----------------------------------------- --------------
          Total operating expenses                     17,490       205,134         9,710             -        232,334
                                                 ------------- ----------------------------------------- --------------
Operating income (loss)                               (17,021)       80,838         1,919             -         65,736
                                                 ------------- ----------------------------------------- --------------
Other income (expense)
     Interest expense                                 (30,445)          (77)       (1,028)          657        (30,893)
     Loss from unconsolidated affiliates                 (339)            -             -             -           (339)
     Gain on sale of assets                                 -           957             -             -            957
     Minority interest expense                              -             -             -          (789)          (789)
     Other income (expense), net                         (905)           20         1,170             -            285
                                                 ------------- ----------------------------------------- --------------
          Total other income (expense)                (31,689)          900           142          (132)       (30,779)
                                                 ------------- ----------------------------------------- --------------

Income (loss) before income taxes and
    accounting change                                 (48,710)       81,738         2,061          (132)        34,957

Provision (benefit) for income taxes                  (17,421)       31,060           518             -         14,157
                                                 ------------- ----------------------------------------- --------------
                                                      (31,289)       50,678         1,543          (132)        20,800
Equity in earnings (loss) of subsidiaries              52,089             -             -       (52,089)             -
                                                 ------------- ----------------------------------------- --------------
                                                 ------------- ----------------------------------------- --------------
Net income (loss)                                    $ 20,800      $ 50,678       $ 1,543     $ (52,221)      $ 20,800
                                                 ============= ========================================= ==============

Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Six Months Ended August 31, 2002
(Unaudited)

                                                                           Eliminations
                                           Parent                Subsidiary     and
                                          Company    Subsidiary     Non-         Consolidating
                                            Only     Guarantors  Guarantors   Entries     Consolidated
                                         ----------- ----------------------------------- ---------------

Net revenues                                  $ 456   $ 274,223     $ 5,349         $ -   $ 280,028
Operating expenses:
     Station operating expenses,
         excluding noncash compensation         372     166,995       4,928           -     172,295
     Corporate expenses, excluding
          noncash compensation               10,179           -           -           -      10,179
     Noncash compensation                     1,636       9,494           -           -      11,130
     Depreciation and amortization            2,301      17,630       1,421           -      21,352
                                         ----------- ----------- ----------------------- -----------
          Total operating expenses           14,488     194,119       6,349           -     214,956
                                         ----------- ----------- ----------------------- -----------
Operating income (loss)                     (14,032)     80,104      (1,000)          -      65,072
                                         ----------- ----------- ----------------------- -----------
Other income (expense)
     Interest expense                       (41,383)       (453)       (773)        351     (42,258)
     Loss from unconsolidated affiliates          -      (4,080)          -           -      (4,080)
     Loss on debt extinguishment             (4,444)          -           -           -      (4,444)
     Gain on sale of assets                       -       8,933           -           -       8,933
     Minority interest income (expense)           -           -           -          96          96
     Other income (expense), net                639         379         496        (351)      1,163
                                         ----------- ----------- ----------------------- -----------
          Total other income (expense)      (45,188)      4,779        (277)         96     (40,590)
                                         ----------- ----------- ----------------------- -----------

Income (loss) before income taxes,
    extraordinary loss and accounting change(59,220)     84,883      (1,277)         96      24,482

Provision (benefit) for income taxes        (22,651)     32,256           -           -       9,605
                                         ----------- ----------- ----------------------- -----------

Income (loss) before extraordinary loss
    and accounting change                   (36,569)     52,627      (1,277)         96      14,877
Cumulative effect of accounting change,
    net of tax                             (167,400)   (167,400)          -     167,400    (167,400)
Equity in earnings (loss) of subsidiaries    51,446           -           -     (51,446)          -
                                         ----------- ----------- ----------------------- -----------
                                         ----------- ----------- ----------------------- -----------
Net income (loss)                        $ (152,523) $ (114,773)   $ (1,277)  $ 116,050  $ (152,523)
                                         =========== =========== ======================= ===========

Emmis Operating Company
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended August 31, 2003
Unaudited)

                                                                                            Eliminations
                                                   Parent                      Subsidiary        and
                                                   Company      Subsidiary        Non-      Consolidating
                                                    Only        Guarantors     Guarantors      Entries     Consolidated
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $ 20,800       $ 50,678       $ 1,543      $ (52,221)      $ 20,800
  Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities -
      Depreciation and amortization                     4,846         30,036         1,516              -         36,398
      Provision for bad debts                               -          1,708             -              -          1,708
      Provision for deferred income taxes             (17,421)        31,060           518              -         14,157
      Noncash compensation                              2,508          9,963             -              -         12,471
      Gain on sale of assets                                -           (957)            -              -           (957)
      Equity in earnings of subsidiaries              (52,089)             -             -         52,089              -
      Other                                                 -              -          (201)           132            (69)
  Changes in assets and liabilities -
      Accounts receivable                                   -        (13,568)         (803)             -        (14,371)
      Prepaid expenses and other current assets          (241)         4,840          (230)             -          4,369
      Other assets                                     11,412        (18,085)          (40)             -         (6,713)
      Accounts payable and accrued liabilities         (1,668)        (4,607)       (2,359)             -         (8,634)
      Deferred liabilities                                  -            245           (46)             -            199
      Other liabilities                                  (711)       (16,931)       (1,900)             -        (19,542)
                                                -------------- -------------- ------------- -------------- --------------
      Net cash provided (used) by operating activities(32,564)        74,382        (2,002)             -         39,816
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                    (758)        (7,798)         (206)             -         (8,762)
  Cash paid for acquisitions                                -        (11,656)     (106,441)             -       (118,097)
  Proceeds from sale of assets, net                         -          3,650             -              -          3,650
  Deposits and other                                   (1,399)             -             -              -         (1,399)
                                                -------------- -------------- ------------- -------------- --------------
  Net cash used by investing activities                (2,157)       (15,804)     (106,647)             -       (124,608)
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                          (40,112)             -             -              -        (40,112)
  Proceeds from long-term debt                        128,000              -             -              -        128,000
  Intercompany and ECC                                (54,985)       (56,780)      107,332              -         (4,433)
  Debt related costs                                     (646)             -             -              -           (646)
                                                -------------- -------------- ------------- -------------- --------------
                                                -------------- -------------- ------------- -------------- --------------
  Net cash provided (used) by financing activities     32,257        (56,780)      107,332              -         82,809
                                                -------------- -------------- ------------- -------------- --------------


DECREASE IN CASH AND CASH EQUIVALENTS                  (2,464)         1,798        (1,317)             -         (1,983)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                   3,885          5,844         6,350              -         16,079
                                                -------------- -------------- ------------- -------------- --------------

  End of period                                       $ 1,421        $ 7,642       $ 5,033            $ -       $ 14,096
                                                ============== ============== ============= ============== ==============

Emmis Operating Company
Condensed Consolidating Statement of Cash Flows
>For the Six Months Ended August 31, 2002
(Unaudited)

                                                                                        Eliminations
                                                   Parent                      Subsidiary        and
                                                   Company      Subsidiary        Non-      Consolidating
                                                    Only        Guarantors     Guarantors      Entries     Consolidated
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                $ (152,523)    $ (114,773)     $ (1,277)     $ 116,050     $ (152,523)
  Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities -
      Cumulative effect of accounting change          167,400        167,400             -       (167,400)       167,400
      Depreciation and amortization                     3,881         27,278         1,421              -         32,580
      Provision for bad debts                               -          2,179             -              -          2,179
      Provision (benefit) for deferred income taxes     9,605              -             -              -          9,605
      Noncash compensation                              1,636          9,494             -              -         11,130
      Loss on debt extinguishment                       4,444              -             -              -          4,444
      Gain on sale of assets                                -         (8,933)            -              -         (8,933)
      Equity in earnings of subsidiaries              (51,446)             -             -         51,446              -
      Other                                                96            111        (8,517)           (96)        (8,406)
  Changes in assets and liabilities -
      Accounts receivable                                   -        (15,221)          744              -        (14,477)
      Prepaid expenses and other current assets           (91)         4,155            70              -          4,134
      Other assets                                      6,350         (6,139)          275              -            486
      Accounts payable and accrued liabilities          2,935             93         1,154              -          4,182
      Deferred liabilities                                  -           (422)            -              -           (422)
      Other liabilities                                (3,100)        (9,188)       (4,487)             -        (16,775)
                                                -------------- -------------- ------------- -------------- --------------
      Net cash provided (used) by investing activities(10,813)        56,034       (10,617)             -         34,604
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                  (1,820)       (11,227)          861              -        (12,186)
  Proceeds from sale of assets                              -        135,500             -              -        135,500
  Other                                                (1,025)             -             -              -         (1,025)
                                                -------------- -------------- ------------- -------------- --------------
  Net cash provided (used) by investing activities     (2,845)       124,273           861              -        122,289
                                                -------------- -------------- ------------- -------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                         (216,102)             -             -              -       (216,102)
  Proceeds from long-term debt                          6,000              -             -              -          6,000
  Intercompany                                        230,532       (178,613)        9,337              -         61,256
  Debt related costs                                   (2,754)             -             -              -         (2,754)
                                                -------------- -------------- ------------- -------------- --------------
  Net cash provided (used) by investing activities     17,676       (178,613)        9,337              -       (151,600)
                                                -------------- -------------- ------------- -------------- --------------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                           4,018          1,694          (419)             -          5,293

CASH AND CASH EQUIVALENTS:
  Beginning of period                                       -          4,970         1,392              -          6,362
                                                -------------- -------------- ------------- -------------- --------------

  End of period                                       $ 4,018        $ 6,664         $ 973            $ -       $ 11,655
                                                ============== ============== ============= ============== ==============

Note 8. Regulatory, International and Other Matters

We acquired KGMB-TV in Honolulu, Hawaii as part of the Lee acquisition in October 2000. Because we also own KHON-TV in Honolulu and both stations are rated among the top four television stations in the Honolulu market, we have been operating KGMB-TV under various temporary waivers to the FCC’s ownership rules. While the FCC has adopted new local television ownership rules which continue to prohibit the ownership of two top-rated television stations in a single market, the implementation of the new rules has been challenged in Federal court and the court has issued an indefinite stay. The stay has prevented the new rules from becoming effective. In addition, Emmis has filed its own petition in the same Federal court challenging the legality of the Commission’s rule that prohibits one company from owning two stations that are rated in the top four in a single market. We cannot predict when or how the court will rule on our petition, or when or how the FCC will rule on our most recent waiver request. In the mean time, we continue to operate both of our stations in Honolulu.

FCC regulations require most commercial television stations in the United States to be currently broadcasting in digital format. Thirteen of our sixteen television stations (excluding “satellite” stations) are currently broadcasting in digital format. Two stations have received an extension that expires in December 2003. The other station, WBPG, is not subject to the usual DTV deadlines because it was not issued a second channel for DTV operation. Rather, WBPG will be required to convert to DTV operation by the conclusion of the DTV transition period. In addition, four of our nine satellite stations are not currently broadcasting in digital format. The extensions for these four satellite stations expired in August 2003. However, we currently have extension requests pending with the FCC and we believe that the continued grant of extensions is appropriate because the delays are largely due to conditions beyond our control. However, no assurances can be given that further extensions will be granted. Based upon the FCC’s treatment of certain broadcasters who were not granted extensions to the original August 2002 deadline, we believe that the FCC will issue a formal admonishment to any broadcaster whose extension request is denied and may issue a monetary fine if the station has not commenced digital broadcasting within six months of the date of the FCC’s admonishment. We cannot predict the extent, if any, of the monetary fine, nor can we predict the other actions the FCC will take if the station does not commence digital broadcasts within six months after the date of the fine.

During the quarter ended August 31, 2003, Emmis acquired the rights to program and sell advertising on radio stations in five cities in the Flanders region of Belgium for approximately $1 million. Future consideration for these rights is approximately $2 million, payable over six years, and is contingent on the Flemish government renewing the station licenses. Based upon the applicable Flemish laws and regulations, the Company believes that the licenses are likely to be renewed.

During the quarter ended August 31, 2003, the partners in our Hungarian subsidiary, including Emmis, agreed to forgive certain indebtedness and accrued interest owed to the partners by the subsidiary. The activity relating to Emmis eliminates in consolidation. The forgiveness of debt by our minority partners was accounted for as a capital transaction. Since the accrued interest was charged to expense by the Hungarian subsidiary, reversal of the portion of accrued interest attributable to the minority partners of $1.3 million was credited to income and is reflected in other income (expense), net in the accompanying condensed consolidated statements of operations.

The Company is a party to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that are likely to have a material adverse effect on the Company.

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

Note: Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising and demand for different types of advertising media; our ability to service our outstanding debt; increased competition in our markets and the broadcasting industry; our ability to attract and secure programming, on-air talent, writers and photographers; inability to obtain necessary approvals for purchase or sale transactions or to complete the transactions; changes in the costs of programming, including on-air talent; inability to grow through suitable acquisitions, including desired radio acquisitions; new or changing regulations of the Federal Communications Commission or other governmental agencies; competition from new or different technologies; war, terrorist acts or political instability; and other factors mentioned in other documents filed by the Company with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

GENERAL

The following discussion pertains to Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “Emmis” or the “Company”) and to Emmis Operating Company and its subsidiaries (collectively “EOC”). Unless otherwise noted, all disclosures contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operation in the Form 10-Q apply to Emmis and EOC.

The Company’s revenues are affected primarily by the advertising rates its entities charge. These rates are in large part based on the entities’ ability to attract audiences/subscribers in demographic groups targeted by their advertisers. Broadcast entities’ ratings are measured principally four times a year by Arbitron Radio Market Reports for radio stations and by A.C. Nielsen Company for television stations. Because audience ratings in a station’s local market are critical to the station’s financial success, the Company’s strategy is to use market research and advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services which can be used by the station in its business operations. The Company generally confines the use of such trade transactions to promotional items or services for which the Company would otherwise have paid cash. In addition, it is the Company’s general policy not to pre-empt advertising spots paid for in cash with advertising spots paid for in trade.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially lead to materially different results under different assumptions and conditions. We believe that our critical accounting policies are those described below.

Impairment of Goodwill and Indefinite-lived Intangibles

The annual impairment tests for goodwill and indefinite-lived intangibles under SFAS No. 142 require us to make certain assumptions in determining fair value, including assumptions about the cash flow growth rates of our businesses. Additionally, the fair values are significantly impacted by macro-economic factors, including market multiples at the time the impairment tests are performed. Accordingly, we may incur additional impairment charges in future periods under SFAS No. 142 to the extent we do not achieve our expected cash flow growth rates, or to the extent that market values decrease.

Allocations for Purchased Assets

We typically engage an independent appraisal firm to value assets acquired in a material acquisition. We use the appraisal report to allocate the purchase price of the acquisition. To the extent that purchased assets are not allocated appropriately, depreciation and amortization expense could be materially different.

Allowance for Doubtful Accounts

Our allowance for doubtful accounts requires us to estimate losses resulting from our customers’ inability to make payments. We specifically review historical write-off activity by market, large customer concentrations, and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, then additional allowances might be required.

Results of Operations for the Three and Six Months Ended August 31, 2003 Compared to August 31, 2002

Pro forma reconciliation:

Since March 1, 2002, we have sold two radio stations in Denver,Colorado, acquired a 50.1% controlling interest in six radio stations in Austin, Texas, purchased one television station in Mobile, Alabama and sold a television production company. The following table reconciles actual results to pro forma results.

                                                   Three Months ended      Six Months endedd
                                                        August 31,              August 31,
                                              2002        2003          2002         2003
                                            ---------   ---------     ---------    ---------

Total net revenues:
Reported total net revenues                 $143,222    $155,709      $280,028     $298,070

Plus:  net revenues from assets acquired       6,259       2,456        12,820        8,860

Less:  net revenues from assets disposed      (1,045)         (6)       (3,091)      (1,140)
                                            ---------   ---------     ---------    ---------

Pro forma total net revenues                $148,436    $158,159      $289,757     $305,790
                                            =========   =========     =========    =========

Total station operating expenses, excluding
  noncash compensation:
Reported total station operating expenses,
  excluding noncash compensation             $85,965     $95,622      $172,295     $185,280

Plus:  station operating expenses, excluding
  noncash compensation from assets acquired    3,995       1,284         7,999        5,182

Less:  station operating expenses, excluding
  noncash compensation from assets disposed     (648)        (47)       (1,901)        (944)
                                            ---------   ---------     ---------    ---------

Pro forma total station operating expenses,
  excluding noncash compensation             $89,312     $96,859      $178,393     $189,518
                                            =========   =========     =========    =========

Net revenues:

Radio net revenues for the three and six months ended August 31, 2003 increased $11.3 million, or 16.1% and $13.1 million, or 9.9%, respectively. On a pro forma basis (assuming the Austin radio stations had been purchased on March 1, 2002 and the Denver radio stations had been sold on March 1, 2002), radio net revenues for the three and six months ended August 31, 2003 would have increased $7.7 million, or 10.1% and $10.8 million, or 7.5%, respectively. We monitor the performance of our stations against the aggregate performance of the markets in which we operate. On a pro forma basis, for the three and six months ended August 31, 2003, net revenues of our domestic radio stations were up 8.6% and 6.5%, respectively, whereas net revenues of our domestic radio markets were up only 4.0% and 3.1%, respectively, based on Miller-Kaplan reports for the periods. We were able to outperform the markets in which we operate due to our commitment to training and developing local sales forces and higher ratings, resulting, in part, from increased promotional spending in prior quarters. The higher ratings allowed us to charge higher rates for the advertisements we sold in the current period versus the same period in the prior year. Our advertising inventory sellout decreased slightly year over year. Net revenues for the quarter ended August 31, 2003 were positively impacted by a promotional concert held in New York during the quarter.

Television net revenues for the three and six months ended August 31, 2003 increased $0.6 million, or 1.1% and $3.8 million, or 3.3%, respectively. On a pro forma basis (assuming the purchase of WBPG-TV and sale of Mira Mobile Television had occurred on March 1, 2002), television net revenues for the three and six months ended August 31, 2003 would have increased $1.5 million, or 2.7% and $4.1 million, or 3.7%, respectively. Net political advertising revenues for the three and six months ended August 31, 2002 were approximately $2.0 million and $4.3 million, respectively. Net political advertising revenues for the three and six months ended August 31, 2003 were approximately $0.4 million and $1.4 million, respectively. On a pro forma basis and excluding net political advertising revenues, television net revenues would have increased $3.1 million, or 5.9% and $7.0 million, or 6.5% for the three and six months ended August 31, 2003. This increase is due to our television stations selling a higher percentage of their inventory and charging higher rates as a result of ratings improvements. Also, our commitment to training and developing local sales forces has enabled us to increase our share of local advertising revenues.

Publishing revenues for the three and six months ended August 31, 2003 increased $0.6 million, or 3.3% and $1.1 million, or 3.3%, respectively. The national advertising environment is especially difficult for our publishing division. Our magazines have been able to overcome shortfalls in national advertising revenues by producing more custom publications and from an increase in special advertiser sections in our magazines.

On a consolidated basis, total net revenues for the three and six months ended August 31, 2003 increased $12.5 million, or 8.7%, and $18.0 million, or 6.4%, respectively due to the effect of the items described above.

Station operating expenses, excluding noncash compensation:

Radio station operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 increased $8.4 million, or 24.0% and $9.2 million, or 13.2%, respectively. On a pro forma basis (assuming the Austin radio stations had been purchased on March 1, 2002 and the Denver radio stations had been sold on March 1, 2002), radio station operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 would have increased $6.3 million, or 16.4% and $8.3 million, or 11.0%, respectively. The increase relates to higher sales-related costs, higher insurance and health-related costs, and expenses associated with a promotional concert held in New York during the quarter.

Television station operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 increased $0.5 million, or 1.5% and $2.0 million, or 2.7%, respectively. On a pro forma basis (assuming the purchase of WBPG-TV and sale of Mira Mobile Television had occurred on March 1, 2002), television station operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 would have increased $0.5 million, or 1.5% and $1.0 million, or 1.4%, respectively. This increase is principally due to higher programming costs and higher insurance and health-related costs.

Publishing operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 increased $0.7 million, or 4.7%, and $1.8 million, or 6.0%, respectively. As previously discussed, our publishing division has replaced lost national advertising revenues with revenues from custom publications and special advertiser sections, which are more expensive to produce due principally to higher editorial and production costs. Our publishing division also experienced higher insurance and health-related costs.

On a consolidated basis, total station operating expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 increased $9.7 million, or 11.2% and $13.0 million, or 7.5%, respectively, due to the effect of the items described above.

Noncash compensation expenses:

Noncash compensation expenses for the three and six months ended August 31, 2003 were $5.4 million and $12.5 million, respectively, compared to $5.8 million and $11.1 million for the same period of the prior year, a decrease of $0.4 million or 6.4%, and an increase of $1.4 million or 12.0%, respectively. The following table summarizes the noncash compensation expense by segment:

[GRAPHIC OMITTED][GRAPHIC OMITTED]

Noncash compensation includes compensation expense associated with restricted common stock issued under employment agreements, common stock issued to employees at our discretion, Company matches in our 401(k) plans, and common stock issued to employees pursuant to our stock compensation program. Our stock compensation program resulted in noncash compensation expense of approximately $3.8 million for the three months ended August 31, 2002 and 2003, and $8.2 million and $8.3 million for the six months ended August 31, 2002 and 2003, respectively. Effective March 1, 2003, Emmis elected to double its 401(k) match to $2 thousand per employee, with one-half of the contribution made in Emmis stock. The increased 401(k) match was made instead of making a contribution to the Company’s profit sharing plan. This resulted in approximately $0.3 million and $1.3 million of additional noncash compensation expense in the three and six months ended August 31, 2003, respectively, over the same periods in the prior year. The remaining decrease in the three months ended August 31, 2003 is primarily attributable to lower accruals for bonuses to be paid in stock.

Corporate expenses, excluding noncash compensation:

Corporate expenses, excluding noncash compensation, for the three and six months ended August 31, 2003 were $5.9 million and $11.6 million, respectively, compared to $5.0 million and $10.2 million for the same periods of the prior year, an increase of $0.9 million or 16.2% and $1.4 million or 14.2%. These costs increased due to higher insurance and health care costs, professional fees associated with evaluating new business opportunities, merit increases, funding for training and diversity initiatives, and higher corporate governance costs.

Depreciation and amortization:

Radio depreciation and amortization expense for the three months ended August 31, 2003 was $2.4 million compared to $1.9 million for the same period of the prior year, an increase of $0.5 million or 25.1%. Radio depreciation and amortization expense for the six months ended August 31, 2003 was $4.4 million compared to $4.0 million for the same period of the prior year, an increase of $0.4 million or 9.1%. Substantially all of the increase in radio depreciation and amortization is attributable to our Austin radio acquisition, which closed on July 1, 2003.

Television depreciation and amortization expense for the three months ended August 31, 2003 was $7.5 million compared to $7.0 million for the same period of the prior year, an increase of $0.5 million or 5.9%. Television depreciation and amortization expense for the six months ended August 31, 2003 was $15.1 million compared to $14.0 million for the same period of the prior year, an increase of $1.1 million or 8.2%. The increase was mainly attributable to depreciation of digital equipment purchased to replace existing analog equipment.

Publishing depreciation and amortization expense for the three months ended August 31, 2003 was $0.2 million compared to $0.5 million for the same period of the prior year, a decrease of $0.3 million or 51.9%. Publishing depreciation and amortization expense for the six months ended August 31, 2003 was $0.4 million compared to $1.0 million for the same period of the prior year, a decrease of $0.6 million or 58.2%. The decrease was mainly attributable to certain definite-lived intangible assets becoming fully amortized during fiscal 2003.

Corporate depreciation and amortization expense for the three months ended August 31, 2003 was $1.5 million compared to $1.2 million for the same period of the prior year, an increase of $0.3 million or 30.2%. Corporate depreciation and amortization expense for the six months ended August 31, 2003 was $3.0 million compared to $2.3 million for the same period of the prior year, an increase of $0.7 million or 31.0%. The increase was mainly attributable to higher depreciation expense related to computer equipment and software purchases over the past twelve months.

On a consolidated basis, total depreciation and amortization expense for the three months ended August 31, 2003 was $11.6 million compared to $10.6 million for the same period of the prior year, an increase of $1.0 million or 9.6%, due to the effect of the items described above. On a consolidated basis, total depreciation and amortization expense for the six months ended August 31, 2003 was $23.0 million compared to $21.4 million for the same period of the prior year, an increase of $1.6 million or 7.5%, due to the effect of the items described above.

Operating income:

Radio operating income for the three months ended August 31, 2003 was $33.3 million compared to $30.1 million for the same period of the prior year, an increase of $3.2 million or 10.5%. Radio operating income for the six months ended August 31, 2003 was $58.3 million compared to $53.9 million for the same period of the prior year, an increase of $4.4 million or 8.1%. This increase is attributable to higher net revenues, partially offset by higher station operating expenses and depreciation and amortization expense, as discussed above.

Television operating income for the three months ended August 31, 2003 was $11.1 million compared to $11.6 million for the same period of the prior year, a decrease of $0.5 million or 4.5%. Television operating income for the six months ended August 31, 2003 was $23.1 million compared to $23.3 million for the same period of the prior year, a decrease of $0.2 million or 1.1%. This decrease was driven by higher noncash compensation and higher depreciation and amortization expense, as discussed above.

Publishing operating income for the three months ended August 31, 2003 was $1.3 million compared to $1.3 million for the same period of the prior year. Publishing operating income for the six months ended August 31, 2003 was $1.5 million compared to $1.9 million for the same period of the prior year, a decrease of $0.4 million, or 22.2%. The decrease was primarily attributable to the shift in revenue mix, as discussed above.

On a consolidated basis, total operating income for the three months ended August 31, 2003 was $37.2 million compared to $35.8 million for the same period of the prior year, an increase of $1.4 million or 3.8%. On a consolidated basis, total operating income for the six months ended August 31, 2003 was $65.7 million compared to $65.1 million for the same period of the prior year, an increase of $0.6 million or 1.0%. This increase principally related to the changes in radio, television and publishing operating income and higher corporate expenses and higher noncash compensation expense, as discussed above.

Interest expense:

With respect to Emmis, interest expense for the three months ended August 31, 2003 was $21.2 million compared to $26.2 million for the same period of the prior year, a decrease of $5.0 million or 19.2%. Interest expense for the six months ended August 31, 2003 was $43.9 million compared to $56.1 million for the same period of the prior year, a decrease of $12.2 million or 21.7%. This decrease is attributable to a decrease in the interest rates we pay on amounts outstanding under our credit facility, which is variable rate debt, and repayments of amounts outstanding under our credit facility and our senior discount notes. The decreased interest rates reflect both a decrease in the base interest rate for our credit facility due to a lower overall interest rate environment, and a decrease in the margin applied to the base rate resulting from the June 2002 credit facility amendment. A portion of the decrease in interest expense is attributable to the expiration of interest rate swap agreements originally entered into in fiscal 2001. These swaps, which began expiring in February 2003, had an original aggregate notional amount of $350.0 million and fixed LIBOR at a weighted-average 4.76%. As of August 31, 2003, we had one remaining outstanding swap contract totaling $40 million, which fixed LIBOR at a weighted-average 5.13%. This remaining contract expires in February 2004. In the quarter ended May 31, 2002, we repaid amounts outstanding under our credit facility with the proceeds of our Denver radio asset sales in May 2002 and a portion of the proceeds from our equity offering in April 2002, with the remaining portion being used to reduce amounts outstanding under our senior discount notes in the quarter ended August 31, 2002. We reduced our total debt outstanding by $270.6 million during the year ended February 28, 2003. With respect to EOC, interest expense for the three months ended August 31, 2003 was $14.6 million compared to $19.8 million for the same period of the prior year, a decrease of $5.2 million or 26.1%. Interest expense for EOC for the six months ended August 31, 2003 was $30.9 million compared to $42.3 million for the same period of the prior year, a decrease of $11.4 million or 26.9%. This decrease is also primarily attributable to a decrease in the interest rates we pay on amounts outstanding under our credit facility, and repayments of amounts outstanding under our credit facility. The difference between interest expense for Emmis and EOC is due to interest expense associated with the senior discount notes, for which ECC is the obligor, and thus it is excluded from the results of operations of EOC.

Income before income taxes and accounting change:

With respect to Emmis, income before income taxes and accounting change for the three months ended August 31, 2003 was $16.3 million compared to a loss of $2.7 million for the same period in the prior year. Income before income taxes and accounting change for the six months ended August 31, 2003 was $21.9 million compared to $1.5 million for the same period in the prior year. The increase is mainly attributable to better operating results at our stations and a reduction in interest expense as a result of the factors described above, partially offset by the gain on sale of our Denver radio assets of $8.9 million, loss on debt extinguishment of $13.5 million and loss from unconsolidated affiliates of $4.1 million, all included in the prior year. With respect to EOC, income before income taxes and accounting change for the three months ended August 31, 2003 was $22.9 million compared to $12.8 million for the same period in the prior year, an increase of $10.1 million, or 78.9%. Income before income taxes and accounting change for the six months ended August 31, 2003 was $35.0 million compared to $24.5 million for the same period in the prior year, an increase of $10.5 million, or 42.8%. The increase is mainly attributable to better operating results at our stations and a reduction in interest expense as a result of the factors described above, partially offset by the gain on sale of our Denver radio assets of $8.9 million, loss on debt extinguishment of $4.4 million and loss from unconsolidated affiliates of $4.1 million, all included in the prior year.

Net income (loss):

With respect to Emmis, net income was $7.5 million and $7.9 million for the three and six months ended August 31, 2003, respectively, compared to a net loss of $6.8 million and $174.6 million for the respective periods in the prior year. The increase in net income is mainly attributable to (1) the inclusion in the prior year of a $167.4 million impairment charge, net of a deferred tax benefit, under the cumulative effect of accounting change as an accumulated transition adjustment attributable to the adoption on March 1, 2002 of SFAS No. 142, “Goodwill and Other Intangible Assets”, and (2) better operating results at our stations and a reduction in interest expense as a result of the factors described above, partially offset by the gain on sale of our Denver radio assets of $8.9 million, loss on debt extinguishment of $4.4 million and loss from unconsolidated affiliates of $4.1 million, all included in the prior year, all net of tax. With respect to EOC, net income was $14.0 million and $20.8 million for the three and six months ended August 31, 2003, respectively, compared to $8.0 million and a net loss of $152.5 million for the respective periods in the prior year. The increase in net income is mainly attributable to (1) the inclusion in the prior year of a $167.4 million impairment charge, net of a deferred tax benefit, under the cumulative effect of accounting change as an accumulated transition adjustment attributable to the adoption on March 1, 2002 of SFAS No. 142, “Goodwill and Other Intangible Assets”, and (2) better operating results at our stations and a reduction in interest expense as a result of the factors described above, partially offset by the gain on sale of our Denver radio assets of $8.9 million, loss on debt extinguishment of $4.4 million and loss from unconsolidated affiliates of $4.1 million, all included in the prior year, all net of tax.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by operations and cash available through revolver borrowings under our credit facility. Our primary uses of capital have been historically, and are expected to continue to be, funding acquisitions, capital expenditures, working capital and debt service and, in the case of ECC, preferred stock dividend requirements. Since we manage cash on a consolidated basis, any cash needs of a particular segment or operating entity are met by intercompany transactions. See Investing Activities below for a discussion of specific segment needs.

At August 31, 2003, we had cash and cash equivalents of $14.1 million and net working capital for Emmis and EOC of $39.3 million and $40.4 million, respectively. At February 28, 2003, we had cash and cash equivalents of $16.1 million and net working capital for Emmis and EOC of $28.0 million and $29.1 million, respectively. The increase in net working capital primarily relates to higher receivables due to the seasonality of the business, and lower accrued salaries and commissions since year-end bonuses that were accrued as of February 28, 2003 were paid shortly after year-end.

Operating Activities

With respect to Emmis, net cash flows provided by operating activities were $39.8 million for the six months ended August 31, 2003 compared to $35.5 million for the same period of the prior. With respect to EOC, net cash flows provided by operating activities were $39.8 million for the six months ended August 31, 2003 compared to net cash flows used in operating activities of $34.6 million for the same period of the prior year. The increase in cash flows provided by operating activities for the six months ended August 31, 2003 as compared to the same period in the prior year is due to our increase in net revenues less station operating expenses and corporate expenses, partially offset by the payment of fiscal 2003 year-end bonuses. Cash flows provided by operating activities are historically the highest in our third and fourth fiscal quarters as a significant portion of our accounts receivable collections is derived from revenues recognized in our second and third fiscal quarters, which are our highest revenue quarters.

Investing Activities

Cash flows used in investing activities for both Emmis and EOC were $124.6 million for the six months ended August 31, 2003 compared to cash provided by investing activities of $122.3 million in the same period of the prior year. This decrease is primarily attributable to our purchase of a controlling interest in six radio stations in Austin as well as a television station in Mobile in the six months ended August 31, 2003 as opposed to our sale of two radio stations in Denver in the six months ended August 31, 2002, partially offset by a reduction in capital expenditures in the six months ended August 31, 2003 over the same period in the prior year. Investment activities include capital expenditures and business acquisitions and dispositions.

As discussed in Note 3 to the accompanying condensed consolidated financial statements, effective March 1, 2003, Emmis acquired substantially all of the assets of television station WBPG-TV in Mobile, AL – Pensacola, FL from Pegasus Communications Corporation for a cash purchase price of approximately $11.7 million, including transaction costs of $0.2 million. The acquisition was financed through borrowings under the credit facility and was accounted for as a purchase.

As discussed in Note 3 to the accompanying condensed consolidated financial statements, on July 1, 2003, Emmis effectively acquired, for a purchase price of $106.4 million, a controlling interest of 50.1% in a partnership that owns six radio stations in the Austin, Texas metropolitan area. These six stations are KLBJ-AM, KLBJ-FM, KDHT-FM (formerly KXMG-FM), KROX-FM, KGSR-FM and KEYI-FM. The acquisition was financed through borrowings under our credit facility and was accounted for as a purchase. In addition, Emmis has the option, but not the obligation, to purchase our 49.9% partner’s entire interest in the partnership after a period of approximately five years based on an 18-multiple of trailing 12-month cash flow.

During the quarter ended August 31, 2003, Emmis acquired the rights to program and sell advertising on radio stations in five cities in the Flanders region of Belgium for approximately $1 million. Future consideration for these rights is approximately $2 million, payable over six years, and is contingent on the Flemish government renewing the station licenses. Based upon applicable Flemish laws and regulations, we believe the licenses are likely to be renewed.

Capital expenditures primarily relate to leasehold improvements to various office and studio facilities, broadcast equipment purchases, tower upgrades and computer equipment replacements. In the six month periods ended August 31, 2003 and 2002, we had capital expenditures of $8.8 million and $12.2 million, respectively. We anticipate that future requirements for capital expenditures will include capital expenditures incurred during the ordinary course of business, including approximately $6 million in fiscal 2004 for the conversion to digital television. Although we expect that substantially all of our stations will broadcast a digital signal by the end of our fiscal 2004, we will incur approximately $8 million of additional costs, after fiscal 2004, to upgrade the digital signals of three of our local stations and four of our satellite stations. We expect to fund such capital expenditures with cash generated from operating activities and borrowings under our credit facility.

Financing Activities

Cash flows provided by financing activities for both Emmis and EOC were $82.8 million for the six months ended August 31, 2003. Cash flows used in financing activities for Emmis and EOC were $152.5 million and $151.6 million, respectively, for the same period of the prior year.

In April 2002, ECC completed the sale of 4.6 million shares of its Class A common stock at $26.80 per share resulting in total proceeds of $123.3 million. The net proceeds of $120.2 million were contributed to EOC and 50% of the net proceeds were used in April 2002 to repay outstanding borrowings under our credit facility. The remainder was invested, and in July 2002 distributed to ECC to redeem approximately 22.6% of ECC’s $370.0 million, face value, senior discount notes. As indicated in Investing Activities above, net proceeds of $135.5 million from the sale of two radio stations in Denver were also used to repay outstanding indebtedness under the credit facility during the six months ended August 31, 2002.

As of August 31, 2003, EOC had $1,064.4 million of long-term corporate indebtedness outstanding under its credit facility ($764.4 million) and senior subordinated notes ($300.0 million), and an additional $9.7 million of other indebtedness. As of August 31, 2003, total indebtedness outstanding for Emmis included all of EOC’s indebtedness as well as $210.4 million of senior discount notes. Emmis also had $143.8 million of convertible preferred stock outstanding. All outstanding amounts under our credit facility bear interest, at our option, at a rate equal to the Eurodollar rate or an alternative Base Rate plus a margin. As of August 31, 2003, our weighted average borrowing rate under our credit facility was approximately 3.6% and our overall weighted average borrowing rate, after taking into account amounts outstanding under our senior subordinated notes and senior discount notes, was approximately 6.1%. The overall weighted average borrowing rate for EOC, which would exclude the senior discount notes, was approximately 4.8%.

The debt service requirements of EOC over the next twelve month period (net of interest under our credit facility) are expected to be $54.8 million. This amount is comprised of $24.4 million for interest under our senior subordinated notes and $30.4 million for repayment of term notes under our credit facility. Although interest will be paid under the credit facility at least every three months, the amount of interest is not presently determinable given that the credit facility bears interest at variable rates. ECC has no additional debt service requirements in the next twelve-month period since interest on its senior discount notes accretes into the principal balance of the notes until March 2006. However, ECC has preferred stock dividend requirements of $9.0 million for the next twelve-month period. The terms of ECC’s preferred stock provide for a quarterly dividend payment of $.78125 per share on each January 15, April 15, July 15 and October 15.

At October 1, 2003, we had $130.0 million available under our credit facility, less $1.8 million in outstanding letters of credit. As part of our business strategy, we continually evaluate potential acquisitions of radio and television stations, as well as publishing properties. If we elect to take advantage of future acquisition opportunities, we may incur additional debt or issue additional equity or debt securities, depending on market conditions and other factors. In connection with the acquisition of a controlling interest in six radio stations in Austin effective July 1, 2003, Emmis has the option, but not the obligation, to purchase our 49.9% partner’s entire interest in the Austin partnership after a period of approximately five years based on an 18-multiple of trailing 12-month cash flow.

Emmis has explored the possibility of separating its radio and television businesses into two publicly traded companies. However, in the current operating environment, Emmis is not currently inclined to effectuate the separation absent a significant acquisition of either radio or television properties.

Intangibles

At August 31, 2003, approximately 81% of our total assets consisted of intangible assets, such as FCC broadcast licenses, goodwill, subscription lists and similar assets, the value of which depends significantly upon the operational results of our businesses. In the case of our radio and television stations, we would not be able to operate the properties without the related FCC license for each property. FCC licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, all of our FCC licenses have been renewed at the end of their respective periods, and we expect that all FCC licenses will continue to be renewed in the future.

New Accounting Pronouncements

Regulatory, International and Other Matters

In October 2003, we exercised our right to purchase the equity interests of our minority partner in Argentina. The purchase right gives Emmis the right to buy the minority shares at their fair market value as determined by an independent appraisal. Emmis has commenced the appraisal process, but is also in discussions with our minority partner to reach a negotiated purchase. We do not expect the purchase of the equity interest to be material to our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Management monitors and evaluates changes in market conditions on a regular basis. Based upon the most recent review, management has determined that there have been no material developments affecting market risk since the filing of the Company’s Annual Report on Form 10-K for the year ended February 28, 2003.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Discussion regarding these items is included in management’s discussion and analysis of financial condition and results of operations.

Item 4. Controls and Procedures

Quarterly Evaluation of the Companies’ Disclosure Controls

Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”). This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

CEO and CFO Certifications

There are two separate forms of “Certifications” of the CEO and the CFO for each of Emmis Communications Corporation and Subsidiaries and Emmis Operating Company and Subsidiaries filed as exhibits to this Quarterly Report. The first form of Certification (the “Rule 13a-14 Certification”) is required in accord with Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). This Controls and Procedures section of the Quarterly Report includes the information concerning the Controls Evaluation required by Rule 13a-15 under the Exchange Act and referred to in the Rule 13a-14 Certifications, and it should be read in conjunction with the Rule 13a-14 Certifications for a more complete understanding of the topics presented.

Disclosure Controls

Disclosure Controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (the “SEC”) rules and forms. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected.

Scope of the Controls Evaluation

The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, the Company’s implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and confirm that appropriate corrective actions, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were any “significant deficiencies” or “material weaknesses” in the Company’s internal controls, and whether the Company had identified any acts of fraud involving personnel with a significant role in the Company’s internal controls. This information was important both for the Controls Evaluation generally, and because items 4 and 5 in the Rule 13a-14 Certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board’s Audit Committee and our independent auditors, and report on related matters in this section of the Quarterly Report. In professional auditing literature, “significant deficiencies” are referred to as “reportable conditions,” which are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. Auditing literature defines “material weakness” as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our ongoing procedures.

During the most recent fiscal quarter, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Conclusion

Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, our Disclosure Controls are effective to ensure that material information relating to Emmis Communications Corporation and Subsidiaries and Emmis Operating Company and Subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

PART II — OTHER INFORMATION

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

At the annual meeting of the shareholders of ECC held on June 25, 2003, the following matters received the following votes:

                                              Votes                Votes               Abstentions &
Matter Description                             For                Against            Broker Non-Votes
                                         ----------------      ---------------      --------------------

1.     Election of Directors

            Susan B. Bayh *                  42,944,960        -                    727,435

            Peter A. Lund *                  42,990,063        -                    682,332

            Gary L. Kaseff                   93,199,172        -                    773,243

            Frank V. Sica                    92,386,788        -                    1,585,627

*  Designates Class A Directors elected only by the holders of ECC's Class A Common Stock.


2.     Ratification of auditors              93,122,386        844,759              5,270

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

The following exhibits are filed or incorporated by reference as a part of this report:

3.1

Second Amended and Restated Articles of Incorporation of Emmis Communications Corporation, incorporated by reference from Exhibit 3.1 to the Company’s Form 10-K/A for the year ended February 29, 2000, and an amendment thereto relating to certain 12.5% Senior Preferred Stock incorporated by reference from Exhibit 3.1 to the Company’s current report on Form 8-K filed December 13, 2001.

3.2

Amended and Restated Bylaws of Emmis Communications Corporation, incorporated by reference from Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended November 30, 2002.

3.3

Articles of Incorporation of Emmis Operating Company, incorporated by reference from Exhibit 3.4 to the Company's Form S-3/A (File No. 333-62172) filed on June 21, 2001.

3.4

Bylaws of Emmis Operating Company, incorporated by reference from Exhibit 3.5 to the Company's Form S-3/A (File No. 333-62172) filed on June 21, 2001.

10.1

Employment agreement effective as of March 1, 2003, by and between Emmis Operating Company and Gary L. Kaseff.

10.2

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Walter Z. Berger.

10.3

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Gary L. Kaseff.

10.4

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Randall D. Bongarten.

10.5

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Richard F. Cummings.

10.6

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Michael Levitan.

10.7

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Paul Fiddick.

10.8

Change in Control Severance Agreement, dated as of August 11, 2003, by and between Emmis Communications Corporation and Gary Thoe.

Letter re: unaudited interim financial information.

31.1

Certification of Principal Executive Officer of Emmis Communications Corporation pursuant to Rule 13a-14(a) under the Exchange Act.

31.2

Certification of Principal Financial Officer of Emmis Communications Corporation pursuant to Rule 13a-14(a) under the Exchange Act.

31.3

Certification of Principal Executive Officer of Emmis Operating Company pursuant to Rule 13a-14(a) under the Exchange Act.

31.4

Certification of Principal Financial Officer of Emmis Operating Company pursuant to Rule 13a-14(a) under the Exchange Act.

32.1

Certification of Principal Executive Officer of Emmis Communications Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer of Emmis Communications Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3

Certification of Principal Executive Officer of Emmis Operating Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.4

Certification of Principal Financial Officer of Emmis Operating Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On July1, 2003, the Company included on Form 8-K its press release announcing its financial results for the three months ended May 31, 2002 and 2003.

Signatures

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

		EMMIS COMMUNICATIONS CORPORATION

Date: October 15, 2003		By: /s/ WALTER Z. BERGER Walter Z. Berger Executive Vice President (Authorized Corporate Officer), Chief Financial Officer and Treasurer

Signatures

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

		EMMIS OPERATING COMPANY

Date: October 15, 2003		By: /s/ WALTER Z. BERGER Walter Z. Berger Executive Vice President (Authorized Corporate Officer), Chief Financial Officer and Treasurer

EX-10 3 exhibit10-1.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT-GARY KASEFF Exhibit 10.1 Emplyment Agreement Kaseff

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 1, 2003, by and between EMMIS OPERATING COMPANY, an Indiana corporation (“Employer” or “Emmis”), and GARY L. KASEFF, a California resident (“Executive”).

RECITALS

WHEREAS, Employer and its subsidiaries are engaged in the ownership and operation of certain radio and television stations, magazines, and related operations; and

WHEREAS, Employer desires to employ Executive as an executive, and Executive desires to be so employed.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Employment Status. Upon the terms and subject to the conditions set forth in this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment with Employer.

2. Term.The term of Executive’s employment shall commence on March 1, 2003, and continue until February 28, 2005 (the “Term”). This Agreement shall expire at the end of the Term unless earlier terminated in accordance with the terms of this Agreement. For purposes of this Agreement, the term “Contract Year” shall be defined to mean each twelve (12) month period commencing on March 1, during the Term. The term “First Contract Year” shall refer to the period commencing on March 1, 2003, and ending on February 29, 2004; “Second Contract Year” shall refer to the period commencing on March 1, 2004, and ending on February 28, 2005.

3. Executive’s Position, Duties and Authority.

3.1 Position. Employer shall employ Executive, and Executive shall serve as an executive of Employer, and of any successor of Employer by merger, acquisition of substantially all of the assets or stock of Employer, or otherwise. Executive shall report directly to Jeffrey H. Smulyan (“Smulyan”) and serve as Executive Vice President and General Counsel of Employer or any entity established in connection with a Separation Event (as defined below) as determined in the sole discretion of management.

3.2 Duties and Authority. Executive shall have such duties, functions, authority and responsibilities as are commensurate with the offices Executive holds with the Employer during the Term.

3.3 Directorships and Other Offices. If Executive is elected as a Director of Emmis Communications Corporation, Executive shall serve in such position without additional remuneration but shall be entitled to the benefit of indemnification pursuant to the terms of Section 15.10. Executive shall also serve without remuneration as a director and/or officer of one or more of Employer’s subsidiaries or affiliates if appointed to such position(s) by Employer.

4. Full-Time Services. Executive’s services pursuant to this Agreement shall be performed on a full-time basis in a professional, diligent and competent manner to the best of Executive’s abilities. Executive shall not undertake any outside employment or outside business activity without the prior written consent of Employer; provided, however, that Executive shall be permitted to serve on the board of charitable or other civic organizations so long as such services do not interfere with Executive’s duties and obligations pursuant to this Agreement.

5. Location of Employment; Travel. The location for performance of Executive’s services hereunder shall be the Employer’s offices at 15821 Ventura Boulevard, Encino, California until the lease for such space terminates; thereafter the location for performance of Executives services shall be Employer’s offices at 3500 W. Olive, Burbank, California (“Burbank Space”) or such other space leased by Executive in lieu of the Burbank Space. Executive shall undertake such travel as the performance of Executive’s duties pursuant to this Agreement may require.

6. Compensation.

6.1 Base Salary. Employer shall pay or cause to be paid to Executive a base salary of Four Hundred Thousand Dollars ($400,000) (subject to withholding for applicable taxes and as otherwise required by law) (the “Base Salary”) each Contract Year during the Term. Employer shall pay Executive the Base Salary according to Employer’s customary payroll practices. Executive acknowledges and agrees that: (i) Employer may pay a portion of Executive’s Base Salary in Shares (as defined below) pursuant to a plan adopted for Emmis employees or for other executive-level officers of Employer; and (ii) ten percent (10%) of any Base Salary paid pursuant to this Agreement is being paid in consideration of Employer’s exclusive rights set forth in Section 10 of this Agreement.

6.2 Annual Incentive Compensation. For each Contract Year during the Term, Executive shall be eligible to receive one (1) annual performance bonus in a target amount of Two Hundred Twenty-Five Thousand Dollars ($225,000) (subject to withholding for applicable taxes and as otherwise required by law and the terms and conditions set forth on Exhibit A, attached hereto and made a part hereof) (each, a “Contract Year Bonus”) to be paid after the conclusion of each Contract Year, the exact amount of which shall be determined by means of Executive’s attainment of certain performance goals as determined each Contract Year by the Compensation Committee of the Employer’s Board of Directors (the “Compensation Committee”) after reasonable, good faith consultation with Executive. Executive acknowledges and agrees that, as a material condition to receiving a Contract Year Bonus, as of the end of each respective Contract Year, Executive must be fully performing Executive’s duties and obligations as required hereunder and shall not be in breach of any of the terms and conditions of this Agreement. It is understood and agreed that Emmis may, at its sole election, pay any Contract Year Bonus, if any, in cash or Shares. In the event Emmis elects pursuant to this Section 6.2 to pay a Contract Year Bonus in Shares, the exact number of Shares to be awarded to Executive shall be determined by dividing the total dollar amount of the applicable Contract Year Bonus by the average of the reported high and low Share price on a valuation date to be used by Employer in determining similar cash incentive compensation awards for other members of Employer’s senior management team (the “Valuation Formula”). Any Contract Year Bonus amounts earned by Executive pursuant to the terms and conditions of this Section 6.2 shall be awarded promptly following Employer’s fiscal year end earnings release or at such other time as annual incentive compensation awards are made to other members of Employer’s senior management team (but in no event later than ninety (90) days after the expiration of the applicable Contract Year). The performance goals for the First Contract Year are set forth on Exhibit A.

6.3 Equity Incentive Compensation. On or about the commencement of each Contract Year during the Term, or at any other time during each Contract Year when Employer generally awards Options (as defined below) to members of Employer’s senior management team, Executive shall receive an option to acquire Fifty Thousand (50,000) shares of Class A Common Stock of Emmis Communications Corporation (the “Shares”) pursuant to the terms and subject to the conditions of the applicable Equity Incentive Plan of Employer (each, an “Option”). It is understood and agreed that in the event of any change in the outstanding Shares by reason of any reorganization, recapitalization, stock split, reverse stock split, stock dividend, share combination, consolidation or similar event, including without limitation a Separation Event, the number and class of Shares awarded pursuant to Section 6.4 of this Agreement or covered by an Option granted pursuant to this Section 6.3 (and any applicable Option exercise price) shall be adjusted by the Compensation Committee in its sole discretion and in accordance with the terms of the applicable Equity Incentive Plan of Employer and the Option agreement evidencing the grant of the Option. The determination of the Compensation Committee shall be conclusive and binding. Executive hereby acknowledges Executive’s receipt of an Option for the First Contract Year on or about March 1, 2003.

6.4 Stock Grant. On or about February 28, 2005, Executive shall receive Twenty Thousand (20,000) Shares (the “Bonus Shares”); provided, that (i) this Agreement is in effect on February 28, 2005 and has not been terminated for any reason; and (ii) Executive has fully performed all of Executive’s duties and obligations under this Agreement throughout the Term and is not in breach of any of the terms and conditions of this Agreement. Executive understands and agrees that Employer shall have the right, in its sole and absolute discretion, to pay to Executive the value of the Bonus Shares (according to the Valuation Formula) in cash in lieu of granting Executive the Bonus Shares. This Section 6.4 is expressly subject to the provisions of Sections 11.4 and 11.6 which provide for, in the situations described therein, Executive’s receipt of the Bonus Shares prior to February 28, 2005.

6.5 Auto Allowance. During the Term, Executive shall receive a monthly auto allowance (“Auto Allowance”) in the amount of One Thousand Dollars ($1,000) (subject to withholding for applicable taxes and as otherwise required by law) consistent with Employer’s policy or practice regarding such allowances, as such policy or practice may be changed or eliminated from time to time during the Term in Employer’s sole discretion; provided, however, that in no event shall the amount paid to Executive under this Section 6.5 be reduced.

6.6 Life and Disability Insurance. Each Contract Year during the Term, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) (the “Life and Disability Insurance Premium”) for the annual premium associated with Executive’s purchase of a life or disability insurance policy or other insurance policies on the life, or related to the care, of Executive. Executive shall be entitled to freely select and change the beneficiary or beneficiaries under such policy or policies. Notwithstanding anything to the contrary contained in this Agreement, Employer’s obligations under this Section 6.6 are expressly contingent upon Executive providing required information and taking all necessary actions required of Executive in order to obtain and maintain the subject policy or policies, including without limitation, passing any required physical examinations.

6.7 Performance-Based Compensation; Fractional Shares. It is the intention of the parties that each Contract Year Bonus paid to Executive pursuant to this Section 6will be deemed performance-based compensation in order to permit such compensation to qualify for deduction under Section 162(m) of the Internal Revenue Code of 1986. Accordingly, to the extent permitted by law, the provisions of this Section 6 shall be construed to permit each Contract Year Bonus paid hereunder to so qualify. Additionally, in the event that the calculation of a certain number of Shares awarded to Executive pursuant to any of the provisions of this Section 6 results in a fractional Share, such fractional Share shall be rounded up to the nearest whole Share.

7. Business Expenses. Employer shall pay or reimburse Executive for all reasonable expenses actually incurred by Executive during the Term directly related to the performance of Executive’s services hereunder upon presentation of expense statements, vouchers or similar documentation, or such other supporting information as Employer may require of Executive.

8. Fringe Benefits and Vacation. During the Term, Executive shall be entitled to paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with the general provisions of Employer’s fringe benefit plans or programs; provided, however that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

9. Confidential Information.

9.1 Non-Disclosure. Executive acknowledges that certain information concerning the business of Employer is of a proprietary and highly confidential nature, and that as a result of Executive’s employment with Employer, Executive has received and developed, and will hereafter receive and continue to develop, proprietary and other confidential information concerning the business of Employer and its subsidiaries which, if known to competitors of Employer, would damage Employer, its subsidiaries, and their respective businesses. Accordingly, Executive agrees that, during the Term and thereafter, Executive shall not divulge or appropriate for Executive’s own use, or for the use or benefit of any third party (other than Employer or its representatives or as specifically directed in writing by Employer) any information or knowledge concerning the business of Employer or any of its subsidiaries which is not generally available to the public other than through the activities of Executive. Executive further agrees that upon termination of Executive’s employment for any reason, Executive shall promptly surrender to Employer all documents, brochures, writings, illustrations, price lists, marketing plans, budgets and any other such materials (regardless of form or character) that Executive received from or developed on behalf of Employer in connection with Executive’s employment. Executive acknowledges that all such materials shall remain at all times during and after the expiration or termination of the Term for any reason the sole and exclusive property of Employer, and that nothing in this Agreement shall be deemed to grant Executive any right, title or interest in such material.

9.2 Injunctive Relief. Executive acknowledges that: Executive’s breach of Section 9.1 will cause irreparable harm and damage to Employer, the exact amount of which will be difficult to ascertain; that the remedies at law for any such breach would be inadequate; and that the provisions of this Section 9 have been specifically negotiated and carefully written to prevent such irreparable harm and damage. Accordingly, if Executive breaches Section 9.1, Employer shall be entitled to injunctive relief enforcing Section 9.1 to the extent reasonably necessary to protect Employer’s legitimate interests, without posting bond or other security.

10. Non-Interference.

10.1 Non-Interference.During the Term and for a period of two (2) years immediately thereafter, Executive shall not, directly or indirectly, take any action (or permit any action to be taken by an entity with which Executive is associated) which has the effect of interfering with Employer’s relationship (contractual or otherwise) with any employee of Employer or any of its subsidiaries, affiliates or related entities.

10.2 Injunctive Relief. Executive acknowledges and agrees that the provisions of this Section 10 have been specifically negotiated and carefully worded in recognition of the opportunities which shall be afforded to Executive by Employer by virtue of Executive’s continued association with Employer and the influence that Executive has and will continue to have over Employer’s employees, customers and vendors. Executive further acknowledges that: Executive’s breach of Section 10.1 will cause irreparable harm and damage to Employer, the exact amount of which will be difficult to ascertain; that the remedies at law for any such breach would be inadequate; and that the provisions of this Section 10 have been specifically negotiated and carefully written to prevent such irreparable injury and damage. Accordingly, if Executive breaches Section 10.1, Employer shall be entitled to injunctive relief enforcing Section 10.1 to the extent reasonably necessary to protect Employer’s legitimate interests, without posting bond or other security. If Executive violates Section 10.1 and Employer brings legal action for injunctive or other relief, Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of non-interference set forth therein. Accordingly, the obligations set forth in Sections 10.1 shall be deemed to have the duration set forth therein, computed from the date such relief is granted but reduced by the time expired between the date the restrictive period began to run and the date of the first violation of the obligations by Executive.

10.3 Construction. Despite the express agreement herein between Employer and Executive, in the event that any of the provisions set forth in this Section 10 shall be determined by any court or other tribunal of competent jurisdiction to be unenforceable for any reason whatsoever, the parties agree that this Section 10 shall be interpreted to extend only to the maximum extent as to which it may be enforceable, and that this Section 10 shall be severable into its component parts, all as determined by such court or tribunal.

11. Termination of Agreement.

11.1 Termination of Agreement by Employer for Cause. Employer may terminate this Agreement and Executive’s employment hereunder for Cause (as defined in Section 11.3 below) in accordance with the terms and conditions of this Section 11. Following a determination by Employer that Executive should be terminated for Cause, Employer shall give written notice to Executive specifying the grounds for such termination (the “Preliminary Notice”), and Executive shall have thirty (30) days after receipt of the Preliminary Notice to respond in writing. If following the expiration of such thirty (30) day period Employer reaffirms its determination that Executive should be terminated for Cause, such termination shall be effective upon delivery by Employer to Executive of a final notice of termination (the “Final Notice”).

11.2 Effect of Termination by Employer for Cause.In the event of termination for Cause as provided in Section 11.1 above:

(i) Executive shall have no further obligations or liabilities hereunder, except Executive’s obligations under Sections9 and 10, which shall survive the termination of this Agreement.

(ii) Employer shall have no further obligations or liabilities hereunder, except that Employer shall, not later than two (2) weeks after the termination date:

(a) Pay to Executive all unpaid Base Salary with respect to any applicable pay period ending on or before the termination date; and

(b) Pay to Executive any Contract Year Bonus, if any, which Executive earned for a Contract Year ending on or prior to the termination date pursuant to Section 6.2 but which is unpaid as of the termination date.

11.3 Definition of Cause.For purposes of this Agreement, “Cause” shall be defined to mean any of the following: (i) any action or omission by Executive involving willful or repeated failure, neglect or refusal to perform any of Executive’s obligations under this Agreement (or any duties assigned to Executive consistent with the terms of this Agreement) or abide by any applicable policy of Employer, and continuation of such breach after written notice and the expiration of a ninety (90) day cure period; provided, however, that it is not the parties’ intention that Employer shall be required to provide successive such notices, and in the event Employer has provided Executive with a notice and opportunity to cure pursuant to this Section 11.3, Employer may terminate this Agreement for a subsequent breach similar or related to the breach for which notice was previously given or for a continuing series or pattern of breaches (whether or not similar or related) without providing notice or an opportunity to cure; (ii) commission of, or the bringing of charges against Executive for, any felony or any other crime involving an act of moral turpitude; (iii) Executive’s action or omission, or knowing allowance of actions or omissions, which are in violation of any law or the rules and regulations of the Federal Communications Commission (the “FCC”), or which otherwise jeopardize the licenses granted to Employer or any of Employer’s subsidiaries or affiliates in connection with the ownership or operation of any radio or television station; (iv) theft in any amount; (v) actual or threatened violence against another employee or individual; (vi) sexual or other prohibited harassment of others; (vii) unauthorized disclosure or use of proprietary or confidential information, as described more fully in Section 9.1; and (viii) any action which brings Employer or any of Employer’s subsidiaries or affiliates into public disrepute, contempt, scandal or ridicule.

11.4 Termination of Employment by Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason according to the terms and subject to the conditions set forth in this Section 11.4. For purposes of this Agreement, “Good Reason” shall be defined to mean any situation or circumstance where, following a Separation Event, Executive (a) is no longer Executive Vice President and General Counsel of Employer or any entity established in connection with such Separation Event, or (b) no longer reports directly to Smulyan with respect to at least one of the following two divisions: (i) Emmis radio division; or (ii) Emmis television division (each, a “Division”; collectively, the “Divisions”), or any entity established in connection with a Separation Event. In such an event: (i) Executive may terminate this Agreement by providing written notice to Employer, which notice shall be effective one hundred twenty (120) days after Employer’s receipt of such notice; and (ii) Executive and Employer shall have no further obligations or liabilities hereunder except as specifically provided in this Section 11.4. If Executive terminates this Agreement for Good Reason, as permitted in this Section 11.4, Executive’s obligations under Sections 9 and 10 shall survive the termination of this Agreement and Employer shall, not later than two (2) weeks after the termination date, pay to Executive, in addition to any other amounts earned by Executive, but unpaid as of the termination date (including any amounts set aside pursuant to the Emmis Stock Compensation Plan), a one-time, lump sum payment equal to the present cash value of all unpaid compensation and Shares payable or owing to Executive for the remainder of the Term pursuant to Section 6 of this Agreement (except the equity incentive compensation set forth in Section 6.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 6.2 shall be determined to be Two Hundred Twenty-Five Thousand Dollars ($225,000) for each applicable Contract Year or portion thereof remaining in the Term. All amounts paid pursuant to this Section 11.4 shall be subject to withholding for applicable taxes and as otherwise required by law. For purposes of this Agreement, “Separation Event” shall be defined as any event whereby Employer elects to separate or bifurcate its radio and television Divisions by means of merger, corporate reorganization, sale or disposition of assets, spin off, tax-free reorganization, or otherwise.

Notwithstanding anything in this Section 11.4 to the contrary, in addition to the lump sum payment described above in this Section 11.4, and subject to the terms and conditions of Section 11.7, upon Executive’s termination pursuant to this Section 11.4, Executive shall be entitled upon written notice to Employer to elect to continue his employment with Employer as a part-time employee during the “Post Term Period” (as defined in Section 11.7).

11.5 Change in Control. In the event of a “Change in Control”, the rights and obligations of Executive and Employer shall be set forth in the separate Change of Control Agreement executed by the parties and attached to this Agreement as Exhibit B. “Change in Control” shall have the meaning ascribed to it in Exhibit B. Notwithstanding anything to the contrary contained herein or in Exhibit B, a Change in Control shall be deemed not to have occurred if, immediately following a Separation Event or the transaction or transactions described in the definition of Change of Control in Exhibit B: (i) Smulyan is Chairman or Chief Executive Officer of Employer or any successor thereto, including without limitation, either Division or any entity established as a result of a Separation Event (collectively, “Successor”); or (ii) Smulyan retains the ability to vote at least fifty percent (50%) of all classes of stock of the Employer or any Successor; or (iii) Smulyan retains the ability to elect a majority of the Board of Directors of Employer or any Successor.

11.6 Termination without Cause. In the event that Employer terminates Executive’s employment hereunder prior to the expiration of the Term (other than for Cause, on account of Disability (as defined in Section 12.2) or on account of Executive’s death), Employer shall pay to Executive not later than two (2) weeks following such termination, in addition to any other amounts earned by Executive, but unpaid as of the termination date (including any amounts set aside pursuant to the Emmis Stock Compensation Plan), a one-time, lump sum cash payment equal to the present cash value of all unpaid compensation and Shares payable or owing to Executive for the remainder of the Term pursuant to Section 6 (except the equity incentive compensation set forth in Section 6.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 6.2 shall be determined to be Two-Hundred Twenty-Five Thousand Dollars ($225,000) for each applicable Contract Year or portion thereof remaining in the Term. In addition, Executive shall also be granted with respect to each Contract Year remaining in the Term, at the time and in the manner specified in Section 6.3, any Option to which he would be entitled pursuant to Section 6.3 during the Term (absent his termination pursuant to this Section 11.6) which Option shall be subject to the terms and conditions provided in Section 6.3. In addition, subject to the terms and conditions of Section 11.7, upon Executive’s termination pursuant to this Section 11.6 Executive shall be entitled upon written notice to Employer to elect to continue his employment with Employer as a part-time employee during the Post Term Period.

11.7 Part-Time Employment. Notwithstanding Section 4 above, Executive shall have the right to elect prior to the expiration of the Term and no later than the fifth day following his termination of employment pursuant to either of Section 11.4 or Section 11.6, as applicable, to provide Employer with written notice of his election to continue his employment with Employer as a part-time employee, pursuant to the terms and conditions set forth in this Section 11.7. Such part-time employment shall commence upon (a) the last day of the Term or (b) the last day of Executive’s employment upon termination pursuant to Section 11.4 or Section 11.6, as applicable (provided that such part-time employment shall be deemed to have commenced on such day even if the election is received thereafter but still within the time limit described above), and shall end on the earliest of: (i) the fifth (5th) anniversary of its commencement, (ii) the date Executive secures full-time employment other than with Employer or any of its “Affiliates” (as defined in Exhibit B), (iii) Executive’s death, (iv) the date Executive becomes unable to perform the services required by Section 11.7.3 because of ill health or physical or mental disability as reasonably determined by a physician selected by Employer or (v) the date Executive ceases to comply with the provisions of Section 11.7.3, as reasonably determined by the Board of Directors of Employer (the “Post Term Period”). In the event Executive makes the election to continue his employment as a part-time employee pursuant to this Section 11.7 the Change in Control Agreement (Exhibit B, hereto) shall become null, void and of no further force and effect as of the date Executive commences such part-time employment.

11.7.1 During the Post Term Period, Employer shall pay to Executive annual compensation equal to twenty percent (20%) of the sum of Executive’s (a) Base Salary, at the rate in effect immediately prior to the first day of the Post Term Period, (b) Auto Allowance and (c) Life and Disability Insurance Premium (“Part-Time Compensation”). Part-Time Compensation shall be paid by Employer in accordance with Employer’s customary payroll practices. In addition, during the Post Term Period, Executive and his dependents (as such term is defined in the applicable health plan of Employer) may continue to participate in Employer’s health plan, to the extent permitted under the terms of such plan and at the expense of Employer, except for any premium co-payment or other similar amounts for which Executive would have otherwise been responsible pursuant to the terms of such plan. In the event that the terms of Employer’s health plan do not at any time during the Post Term Period permit Executive and/or his dependents to continue to participate in such plan, Employer shall reimburse Executive for the cost of securing comparable health care coverage for Executive and his dependents.

11.7.2 Any option granted to Executive prior to or during the Post Term Period under any of the (a) Emmis Broadcasting Corporation 1994 Equity Incentive Plan, (b) Emmis Broadcasting Corporation 1997 Equity Incentive Plan, (c) Emmis Communications Corporation 1999 Equity Incentive Plan, (d) Emmis Communications Corporation 2001 Equity Incentive Plan, and/or (e) Emmis Communications Corporation 2002 Equity Compensation Plan, or any other similar equity plan or arrangement of Employer pursuant to which options are awarded to Executive (other than any plan intended to qualify under Section 423(b) of the Code and provided that no provision hereof may supersede the terms of any plan of Employer) shall continue to vest and become exercisable during the Post Term Period to the extent not already exercisable as of the first day of the Post Term Period in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the earlier of: (x) 30 days following the last day of the Post Term Period or (y) the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded.

11.7.3 During the Post Term Period, Executive shall make himself available to Employer to complete such reasonable projects and assignments as may be assigned to him by the Chief Executive Officer of Employer and/or Emmis Communications Corporation or any successor in interest thereto; provided;however that in no event will Executive be required to provide more than twenty (20) hours of service during any calendar month pursuant to this Section 11.7.3. Employer shall reimburse Executive for all reasonable expenses actually incurred by Executive directly related to the performance of the services contemplated by this Section 11.7.3 upon presentation of expense statements, vouchers or similar documentation, or such other supporting information as Employer may require of Executive. In addition, no later than ten (10) days following the first day of the Post Term Period, Executive shall resign as a director of Employer and each of its Affiliates, as applicable.

11.7.4 Notwithstanding anything in the Agreement to the contrary, Employer and Executive hereby agree and acknowledge that solely for purposes of Section 10 (Non-Interference), the Term shall include the Post Term Period.

12. Disability.

12.1 Termination of Employment. If Executive shall become Disabled (as defined in Section 12.2), Employer shall continue to compensate Executive under the terms of this Agreement without diminution and otherwise without regard to such disability or nonperformance of duties until Executive has been disabled for a cumulative period of six (6) months, at which time Employer may, in its sole discretion, elect to terminate Executive’s employment. If Employer elects to terminate Executive’s employment pursuant to this Section 12.1, the date that Executive’s employment terminates shall be referred to herein as the “Disability Termination Date.”

12.2 Definition of Disability. Executive shall be deemed to have become “Disabled” for purposes of this Agreement if, during the Term, because of ill health, physical or mental disability, or for other causes beyond Executive’s reasonable control, Executive shall have been unable to perform Executive’s duties hereunder as reasonably determined by a physician selected by Employer.

12.3 Obligations after Termination. Executive shall have no further obligations or liabilities hereunder after a Disability Termination Date except Executive’s obligations under Sections 9 and 10 which shall survive the termination of the Term. After a Disability Termination Date, Employer shall have no further obligations or liabilities hereunder except its obligations under Section 12.4 which shall also survive the termination of the Term.

12.4 Payment of Unpaid Amounts after Termination. Employer shall, not later than two (2) weeks after a Disability Termination Date, pay to Executive: (i) all unpaid Base Salary with respect to any period ending on or before the Disability Termination Date; plus (ii) any Contract Year Bonus, if any, earned by Executive for a Contract Year ending on or prior to the Disability Termination Date pursuant to Section 6.2 but which is unpaid as of the Disability Termination Date.

12.5 No Reduction. Amounts payable pursuant to this Section 12 shall not be reduced by the value of any benefits payable to Executive under any disability insurance plan or policy, including without limitation, any policy contemplated by Section 6.6 of this Agreement.

13. Death of Executive.

13.1 Termination of Agreement. This Agreement shall terminate immediately upon Executive’s death. In the event of such termination, Employer shall have no further obligations or liabilities hereunder except its obligations under Section 13.2below which shall survive such termination.

13.2 Compensation. Employer shall, not later than two (2) weeks after Executive’s date of death, pay to Executive’s estate or designated beneficiary all unpaid Base Salary and Contract Year Bonus amounts earned by Executive, if any, with respect to any period ending on or before Executive’s date of death.

13.3 No Reduction. Amounts payable pursuant to this Section 13 shall not be reduced by the value of any benefits payable to Executive’s estate or designated beneficiaries under any applicable life insurance plan or policy, including without limitation, any policy contemplated by Section 6.6 of this Agreement.

13.4 Death after Termination. In the event that Executive dies after termination of this Agreement pursuant to Section 11, 12 or 13, all amounts required to be paid by Employer prior to Executive’s death in connection with such termination that remain unpaid as of Executive’s date of death shall be paid to Executive’s estate or designated beneficiary.

14. Notices. All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be made in writing and shall be deemed to have been duly given if delivered personally or sent by overnight mail by a reputable courier or delivery service, or mailed first-class, postage prepaid, by registered or certified mail, as follows (or to such other or additional address as either party shall designate by notice in writing to the other in accordance herewith):

	(i) If to Employer:
		Emmis Communications Corporation 40 Monument Circle Suite 700 Indianapolis, Indiana 46204 Attn.: David O. Barrett, Esq.
	(ii) If to Executive, to Executive's address on the personnel records of Employer.

15. Miscellaneous.

15.1 Governing Law. This Agreement shall be deemed to have been entered into in the State of Indiana and shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana without regard to its choice of law provisions.

15.2 Arbitration. The parties agree that any controversy or claim of either party hereto arising out of or in any way relating to this Agreement, or breach thereof, shall be settled by final and binding arbitration in Indianapolis, Indiana in accordance with the applicable rules of the American Arbitration Association, and that judgment upon any award rendered may be entered by the prevailing party in any court having jurisdiction thereof. The parties agree to share equally all costs associated with the arbitration; provided, however, that each party shall be solely responsible for its own attorneys' fees and expenses in connection with any such arbitration.

15.3 Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any of the terms or conditions of this Agreement.

15.4 Entire Agreement; Merger. This Agreement (including all exhibits attached hereto and referenced in this Agreement) sets forth the entire agreement and understanding of the parties relating to the subject matter herein, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties, which are merged herein.

15.5 Successors and Assigns. This Agreement, and Executive's rights and obligations hereunder, may not be assigned by Executive without the prior written consent of Employer, which consent may be granted or withheld in Employer's sole and absolute discretion; provided, however, that Executive may designate pursuant to Section 15.7 one or more beneficiaries to receive any amounts that would otherwise be payable hereunder to Executive's estate. Employer may assign all or any portion of its rights and obligations hereunder to any subsidiary, affiliate or related entity, or any third party by way of merger, corporate reorganization, a Separation Event, acquisition of substantially all of the assets or stock of Employer, or otherwise.

15.6 Amendments; Waivers. This Agreement cannot be changed, modified or amended, and no provision or requirement hereof may be waived, without the written consent of Executive and Employer. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce such provision. No waiver by a party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

15.7 Beneficiaries. Whenever this Agreement provides for any payment to Executive's estate, such payment may be made instead to such beneficiary or beneficiaries as Executive may have designated in a writing filed with Employer. Executive shall have the right to revoke any such designation and to re-designate a beneficiary or beneficiaries by written notice to Employer (and to any applicable insurance company).

15.8 Executive's Warranty and Indemnity. Executive hereby represents and warrants that Executive: (i) has the full and unqualified right to enter into and fully perform this Agreement according to each and every term and condition contained herein; and (ii) has not made any agreement, contractual obligation, or commitment in contravention of any of the terms and conditions of this Agreement or which would prevent Executive from performing according to any of the terms and conditions contained herein. Furthermore, Executive hereby agrees to fully indemnify and hold harmless Employer and each of its subsidiaries, affiliates and related entities, and each of their respective officers, directors, employees, agents, attorneys, insurers and representatives (collectively, the "Emmis Group") from and against any and all losses, costs, damages, expenses (including attorneys' fees and expenses), liabilities and claims, arising out of, in connection with, or in any way related to Executive's breach of any of the representations or warranties contained in this Section 15.8 or Executive's breach of any of the material terms or conditions contained in this Agreement.

15.9 Change in Fiscal Year. If Employer changes its fiscal year, Employer shall make such adjustments to the various dates and amounts included herein or in any plan or program referenced herein as are necessary or appropriate; provided, however, that the end of the Term shall in no event be extended beyond the expiration of the Term without the written consent of the parties.

15.10 Indemnification. Executive shall be entitled to the benefit of the indemnification provisions set forth in Employer's Amended and Restated Articles of Incorporation and/or By-Laws, or any applicable corporate resolution, as the same may be amended from time to time during the Term (not including any limiting amendments or additions, but including any amendments or additions that add to or broaden the protection afforded to Executive at the time of execution of this Agreement) to the fullest extent permitted by applicable law. Additionally, Employer shall cause Executive to be indemnified in accordance with Chapter 37 of the Indiana Business Corporation Law (the "IBCL"), as the same may be amended from time to time during the Term, to the fullest extent permitted by the IBCL as required to make Executive whole in connection with any indemnifiable loss, cost or expense incurred in Executive's performance of Executive's duties and obligations pursuant to this Agreement. Employer shall also maintain during the Term an insurance policy providing directors' and officers' liability coverage in a commercially reasonable amount. It is understood that the foregoing indemnification obligations shall survive the expiration or termination of the Term.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have duly executed this Agreement as of the date first written above.

	EMMIS OPERATING COMPANY ("Employer")
	By: /s/ Jeffrey H. Smulyan Jeffrey H. Smulyan Chairman of the Board and Chief Executive Officer
	GARY L. KASEFF ("Executive")
	/s/ Gary L. Kaseff Gary L. Kaseff

EXHIBIT A

Calculation of Annual Incentive Compensation

Pursuant to Section 6.2, for the first Contract Year during the Term, Executive shall be entitled to a Contract Year Bonus in a target amount of up to Two Hundred Twenty-Five Thousand Dollars ($225,000) upon the attainment of the following performance goals (the “Performance Goals”):

	Target Bonus	Performance Goal
1	$90,000	Domestic Radio Broadcast Cash Flow Target
2	$67,500	Television Broadcast Cash Flow Target
3	$67,500	Discretionary

Executive’s attainment of the Performance Goals shall be determined in the sole and absolute discretion of the Compensation Committee based on certain performance targets established by the Compensation Committee related to the broadcast cash flow of the Divisions or other operating units of Employer as reported by the Employer in its filings with the United States Securities and Exchange Commission. For purposes of this Exhibit A, “Domestic Radio Broadcast Cash Flow” shall be defined as the combined broadcast cash flow for all of Employer’s domestic radio stations. “Television Broadcast Cash Flow” shall be defined as the combined broadcast cash flow for all of Employer’s television stations. Discretionary bonus amounts shall be awarded by the Compensation Committee in its sole and absolute discretion. The Compensation Committee reserves the right to amend the Performance Goals to the extent it deems appropriate in order to take into account any material acquisition, disposition, reorganization, recapitalization or other material transaction involving Employer or its properties. It is understood and agreed that the Performance Goals for each subsequent Contract Year during the Term, and the corresponding performance targets, shall be determined by the Compensation Committee on or about the commencement of each respective Contract Year.

Executive shall earn a percentage of each Target Bonus in accordance with the following scale depending upon the extent to which the Performance Goals are attained:

Percentage of Performance Goal Attained		Percentage of Target Bonus Earned
115% or More 110% 100% 90% Less Than 90%		150% Maximum 125% 100% 70% 0%

EXHIBIT B

Change of Control Agreement

[TO BE PROVIDED]

EX-10 4 exhibit10-2.htm EXHIBIT 10.2 CHANGE IN CONTROL SEVERANCE WALTER Exhibit 10.2-Change of Control Berger

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the 11th day of August, 2003 (the “Effective Date”) by and between EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation (the “Company”), and WALTER Z. BERGER (“Executive”).

W I T N E S S E T H

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; and

WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that such possibility may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Compensation Committee of the “Board” (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure Executive’s continued services and to ensure Executive’s continued and undivided dedication to his duties in the event of any threat or occurrence of a “Change in Control” (as defined in Section 1) of the Company; and

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a) “Affiliate” means, with respect to a specified person, a person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified.

(b) “Board” means the Board of Directors of the Company.

(c) “Bonus Amount” means the greater of (i) the highest annual incentive bonus earned by Executive from the Company (or its Affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its Affiliates) for the whole of any such fiscal year), or (ii) if the Date of Termination occurs before Executive has been employed for a full fiscal year, and before the date Company generally pays bonuses to its Executives for the fiscal year in which Executive’s employment commenced, the Executive’s target bonus for the fiscal year of the Company which includes the Executive’s Date of Termination.

(d) “Cause” means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties; provided that Executive has not cured such failure or commenced such performance within 30 days after such demand is given to Executive, or (ii) the willful engaging by Executive in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its Affiliates. For purpose of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company (or upon the instructions of the Company’s chief executive officer or another senior officer of the Company) shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) or (ii) has occurred and specifying the particulars thereof in detail. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(e) “Change in Control” means any of the following: (i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than an Affiliate or any employee benefit plan (or any related trust) of the Company or an Affiliate, and other than Jeffrey H. Smulyan or an Affiliate of Mr. Smulyan) (a “Person”) becomes after the date hereof the beneficial owner of 25% or more of either the then outstanding Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors, except that no Change in Control shall be deemed to have occurred solely by reason of any such acquisition by a corporation with respect to which, after such acquisition, more than 60% of both the then outstanding common shares of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote in the election of directors are then beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the Stock and voting securities of the Company immediately before such acquisition in substantially the same proportion as their ownership, immediately before such acquisition, of the outstanding Stock and the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors; (ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any individual who becomes a director after the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote or written consent of at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act); (iii) the consummation of (A) a merger, reorganization or consolidation with respect to which the individuals and entities who were the respective beneficial owners of the Stock and voting securities of the Company immediately before such merger, reorganization or consolidation do not, after such merger, reorganization or consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors of the corporation resulting from such merger, reorganization or consolidation, or (B) the sale or other disposition of all or substantially all of the assets of the Company to any Person; (iv) the approval by the shareholders of the Company of a liquidation or dissolution of the Company; or (v) such other event(s) or circumstance(s) as are determined by the Board to constitute a Change in Control. Notwithstanding the foregoing provisions of this definition, a Change in Control of the Company shall be deemed not to have occurred (a) with respect to any Executive, if such Executive is, by written agreement executed prior to such Change in Control, a participant on such Executive’s own behalf in a transaction in which the persons (or their Affiliates) with whom such Executive has the written agreement Acquire the Company (as defined below) and, pursuant to the written agreement, the Executive has an equity interest in the resulting entity or a right to acquire such an equity interest, or (b) in the event the Company separates or bifurcates its radio and television divisions by means of merger, corporate reorganization, sale or disposition of assets, spin-off, tax-free reorganization, or otherwise (any such separation or bifurcation, a “Separation Event”), and, immediately thereafter, Mr. Smulyan is Chairman or Chief Executive Officer of the Company or any successor thereto, including without limitation, either division or any entity established as a result of a Separation Event ( a “Successor”), Mr. Smulyan retains the ability to vote at least fifty percent (50%) of all classes of stock of the Company or any Successor, or Mr. Smulyan retains the ability to elect a majority of the Board of Directors of the Company or any Successor.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any Person acquires beneficial ownership of more than 25% of the then outstanding Stock as a result of the acquisition of the Stock by the Company which reduces the number of shares of Stock outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Stock that increases the percentage of outstanding Stock beneficially owned by such person, a Change in Control of the Company shall then occur.

For the purposes of this definition, “Acquire the Company” means the acquisition of beneficial ownership by purchase, merger, or otherwise, of either more than 50% of the Stock (such percentage to be computed in accordance with Rule 13d-3(d)(1)(i) of the SEC under the Exchange Act) or substantially all of the assets of the Company or its successors; “person” means such term as used in Rule 13d-5 of the SEC under the Exchange Act; “beneficial owner” means such term as defined in Rule 13d-3 of the SEC under the Exchange Act; and “group” means such term as defined in Section 13(d) of the Exchange Act.

(f) “Code” means the Internal Revenue Code of 1986, as amended, and regulations and rulings thereunder. References to a particular section of the Code shall include references to successor provisions.

(g) “Date of Termination” means (1) the effective date on which Executive’s employment by the Company terminates as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 10 or (2) if Executive’s employment by the Company terminates by reason of death, the date of death of Executive.

(h) “Disability” means termination of Executive’s employment by the Company due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to physical or mental illness.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(i) any (A) change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect with Executive’s position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control (including any material and adverse diminution of such duties or responsibilities); provided, however, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph (j) or (B) material and adverse change in Executive’s titles or offices (including, if applicable, membership on the Board) with the Company as in effect immediately prior to such Change in Control;

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(iii) a reduction by the Company in Executive’s rate of annual base salary or annual target bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

(iv) any requirement of the Company that Executive (A) be based anywhere more than thirty-five (35) miles from the office where Executive is located at the time of the Change in Control, if such relocation increases Executive’s commute by more than twenty (20) miles, or (B) travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change in Control;

(v) the failure of the Company to (A) continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Executive is participating immediately prior to such Change in Control or the taking of any action by the Company which would adversely affect Executive’s participation in or reduce Executive’s benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits in the aggregate (at substantially equivalent cost with respect to welfare benefit plans), or (B) provide Executive with paid vacation in accordance with the most favorable vacation policies of the Company and its Affiliates as in effect for Executive immediately prior to such Change in Control, including the crediting of all service for which Executive had been credited under such vacation policies prior to the Change in Control;

(vi) any refusal by the Company to continue to permit Executive to engage in activities not directly related to the business of the Company in which Executive was permitted to engage prior to the Change in Control;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

Notwithstanding anything herein to the contrary, termination of employment by Executive for any reason during the 30-day period commencing one (1) year after the date of a Change in Control shall constitute a termination for Good Reason. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to mental or physical illness and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must provide notice of termination of employment within ninety (90) days following Executive’s knowledge of an event constituting Good Reason or such event shall not constitute a termination for Good Reason under this Agreement.

(k) “Qualifying Termination” means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

(l) “Retirement” means Executive’s retirement (not including any mandatory early retirement) in accordance with the Company’s retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to Executive with Executive’s written consent; provided, however, that under no circumstances shall a resignation with Good Reason be deemed a Retirement.

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

(o) “Termination Period” means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a Person who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, or was otherwise made in connection with a Change in Control; and (iii) a Change in Control involving such third party or an Affiliate of such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to Executive under Section 4, the date of the actual Change in Control shall be treated as Executive’s Date of Termination under Section l(g).

2. Obligation of Executive. In the event of a tender or exchange offer, proxy contest, or the execution of any agreement which, if consummated, would constitute a Change in Control, Executive agrees not to voluntarily leave the employ of the Company, other than as a result of Disability, Retirement or an event which would constitute Good Reason if a Change in Control had occurred, until the Change in Control occurs or, if earlier, such tender or exchange offer, proxy contest, or agreement is terminated or abandoned.

3. Term of Agreement. This Agreement shall be effective on the date hereof and shall continue in effect until the Company shall have given three (3) years’ written notice of cancellation; provided, that, notwithstanding the delivery of any such notice, this Agreement shall continue in effect for a period of two (2) years after a Change in Control, if such Change in Control shall have occurred during the term of this Agreement. Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Company terminates Executive’s employment prior to a Change in Control except as provided in the second sentence of Section 1(o).

4. Payments Upon Termination of Employment.

(a) Qualifying Termination — Severance. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive:

(i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of Executive’s annual bonus for the fiscal year in which Executive’s Date of Termination occurs in an amount at least equal to (1) Executive’s target bonus for such fiscal year, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus

(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) three (3) times Executive’s highest annual rate of base salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) three (3) times Executive’s Bonus Amount.

(b) Qualifying Termination — Benefits. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall continue to provide, for a period of three (3) years following Executive’s Date of Termination, Executive (and Executive’s dependents, if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder. For two years following the Executive’s Date of Termination (or such shorter period ending upon the subsequent employment of Executive at a level of service commensurate with Executive’s positions with the Company on the Date of Termination), Executive shall be provided with outplacement services from a provider selected by the Company and at the Company’s expense. In addition, the Company may make such additional payments, and provide such additional benefits, to Executive as the Company and Executive may agree in writing, or to which the Executive may be entitled under the compensation and benefit plans, policies, and arrangements of the Company.

(c) Nonqualifying Termination. If during the Termination Period the employment of Executive shall terminate other than by reason of a Qualifying Termination, then the Company shall pay to Executive within thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of Executive’s base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, and any accrued vacation pay, to the extent not theretofore paid. The Company may make such additional payments, and provide such additional benefits, to Executive as the Company and Executive may agree in writing, and the Company shall provide the Executive with those payments and benefits to which Executive may be entitled under the compensation and benefit plans, policies, and arrangements of the Company, or any employment agreement with the Company or an Affiliate of the Company.

(d) Stock Options. In the event of a Change in Control, all options to purchase Company stock held by Executive (“Options”) which are not fully vested and exercisable shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Options and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured such that stock participating therein at one time is or may be treated differently than stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this paragraph (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Options and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this paragraph (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Section 4(d), each stock option agreement reflecting the Options, and each stock option plan relating to each such stock option agreement, if any, shall be deemed amended.

5. Certain Additional Payments by the Company.

(a) If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive will be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Section 5(f) hereof, all determinations required to be made under this Section 5, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, will be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in his sole discretion. Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the date of Executive’s termination of employment, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company will pay the required Gross-Up Payment to Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Subject to the provisions of this Section 5, any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that an Underpayment is made and the Company exhausts or fails to pursue its remedies pursuant to Section 5(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment will be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations.

(c) The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(b) hereof.

(d) The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to the Company the amount of such reduction.

(e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 5(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof.

(f) Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no later than 10 business days after Executive actually receives notice of such claim and Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by Executive). Executive will not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company and (ii) the date that any payment of amount with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive will:

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 5(f), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 5(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment to Executive on an interest-free basis and will indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(g) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(f) hereof, Executive receives any refund with respect to such claim, Executive will (subject to the Company’s complying with the requirements of Section 5(f) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(f) hereof, a determination is made that Executive will not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 5.

6. Withholding Taxes. The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. In the case of the withholding of an Excise Tax, such withholding shall be consistent with any determination made under Section 5.

7. Reimbursement of Expenses. If any contest or dispute shall arise under this Agreement involving termination of Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse Executive, on a current basis, for all reasonable legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute (regardless of the result thereof); provided, however, Executive shall be required to repay any such amounts to the Company to the extent that a court or an arbitration panel issues a final order from which no appeal can be taken, or with respect to which the time period to appeal has expired, setting forth that Executive has not wholly or partially prevailed on at least one material issue in dispute.

8. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company or its Subsidiaries, and if Executive’s employment with the Company shall terminate prior to a Change in Control, Executive shall have no further rights under this Agreement (except as otherwise provided hereunder); provided, however, that any termination of Executive’s employment during the Termination Period shall be subject to all of the provisions of this Agreement.

9. Successors; Binding Agreement.

(a) This Agreement shall not be terminated by any Change in Control or other merger, consolidation, statutory share exchange, sale of substantially all the assets or similar form of corporate transaction involving the Company (a “Business Combination”). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving corporation, and such surviving corporation shall be treated as the Company hereunder.

(b) The Company agrees that in connection with any Business Combination, it will cause any successor entity to the Company unconditionally to assume (and for any parent corporation in such Business Combination to guarantee), by written instrument delivered to Executive (or his beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption and guarantee prior to the effectiveness of any such Business Combination that constitutes a Change in Control, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive’s employment were terminated following a Change in Control by reason of a Qualifying Termination. For purposes of implementing the foregoing, the date on which any such Business Combination becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by Executive.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

10. Notice. (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when actually received or, if mailed, three days after mailing by registered or certified mail, return receipt requested, or one business day after mailing by a nationally recognized express mail delivery service with instructions for next-day delivery, addressed as follows:

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b) A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specify the termination date (which date shall be not less than fifteen (15) (thirty (30), if termination is by the Company for Disability) nor more than sixty (60) days after the giving of such notice). The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

11. Full Settlement; Resolution of Disputes. The Company’s obligation to make any payments and provide any benefits pursuant to this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under any other severance or employment agreement between Executive and the Company, and any severance plan of the Company; provided, however, that if any such other agreement or plan would provide Executive with a greater payment or more or longer benefits in respect of any particular item described hereunder (e.g., severance, welfare benefits), then Executive shall receive such particular item of payment and/or benefit pursuant to such other agreement or plan, in lieu of receiving that particular item pursuant to this Agreement. The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable and benefits provided to Executive under any of the provisions of this Agreement and, except as provided in Section 4(b), such amounts shall not be reduced whether or not Executive obtains other employment. The parties agree that any controversy or claim of either party hereto arising out of or in any way relating to this Agreement, or breach thereof, shall be settled by final and binding arbitration in Indianapolis, Indiana by three arbitrators in accordance with the applicable rules of the American Arbitration Association, and that judgment upon any award rendered may be entered by the prevailing party in any court having jurisdiction thereof. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

13. Survival. The respective obligations and benefits afforded to the Company and Executive as provided in Sections 4 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Agreement), 5 (to the extent that Payments are made to Executive as a result of a Change in Control that occurs during the term of this Agreement), 6, 7, 9(c) and 11 shall survive the termination of this Agreement.

14. GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, OF SUCH PRINCIPLES OF ANY OTHER JURISDICTION WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF INDIANA. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

16. Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including, without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/ Walter Z. Berger

EX-10 5 exhibit10-3.htm EXHIBIT 10-3 CHANGE IN CONTROL GARY KASEFF Exhibit 10.3-Change of Control Kaseff

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/ Gary L. Kaseff

EX-10 6 exhibit10-4.htm EXHIBIT 10.4 CHANGE IN CONTROL RANDY Exhibit 10.4-Change of Control Bongarten

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/ Randall D. Bongarten

EX-10 7 exhibit10-5.htm EXHIBIT 10.5 CHANGE IN CONTROL RICK Exhibit 10.5-Change of Control Cummings

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/ Richard F. Cummings

EX-10 8 exhibit10-6.htm EXHIBIT 10.6 CHANGE IN CONTROL MICKEY Exhibit 10.6-Change of Control Levitan

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to mental or physical illness and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must provide notice of termination of employment within ninety (90) days following Executive’s knowledge of an event constituting Good Reason or such event shall not constitute a termination for Good Reason under this Agreement.

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) one and one-half (1 1/2) times Executive’s highest annual rate of base salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) one and one-half (1 1/2) times Executive’s Bonus Amount.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/ Michael Levitan

EX-10 9 exhibit10-7.htm EXHIBIT 10.7 CHANGE IN CONTROL FIDDICK Exhibit 10.7-Change of Control Fiddick

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/Paul Fiddick

EX-10 10 exhibit10-8.htm EXHIBIT 10.8 CHANGE IN CONTROL THOE Exhibit 10.8-Change of Control Thoe

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(b) “Board” means the Board of Directors of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(ii) a material breach by the Company or an Affiliate of the Company of an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(vii) any purported termination of Executive’s employment which is not effectuated pursuant to Section 10(b) (and which will not constitute a termination hereunder); or

(viii) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

(m) “SEC” means the Securities and Exchange Commission.

(n) “Stock” means the Class A Common Stock and the Class B Common Stock of the Company, par value $.01 per share.

4. Payments Upon Termination of Employment.

5. Certain Additional Payments by the Company.

(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

9. Successors; Binding Agreement.

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company:

Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Employment by Subsidiaries. Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

	EMMIS COMMUNICATIONS CORPORATION
	By: /s/ Jeffrey H. Smulyan Title: Chairman & CEO
	EXECUTIVE
	/s/Gary Thoe

EX-15 11 exhibit15.htm EXHIBIT 15 Exhibit 15

Exhibit 15

October 15, 2003

The Board of Directors and ShareholdersEmmis
Communications Corporation and Subsidiaries

We are aware of the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-83890, 333-14657, 333-42878, 333-71904 and 333-92318) of Emmis Communications Corporation and the incorporation by reference in the Registration Statement on Form S-3 (No. 333-62172) of Emmis Communications Corporation and Emmis Operating Company (collectively, “Emmis”) of our report dated September 25, 2003 relating to the unaudited condensed consolidated interim financial statements of Emmis Communications Corporation and Emmis Operating Company that are included in Emmis’ Form 10-Q for the quarter ended August 31, 2003. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. It should be noted that we have not performed any procedures subsequent to September 25, 2003.

Very truly yours,

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP

EX-31 12 exhibit31-1.htm EXHIBIT 31.1 Exhibit 31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jeffrey H. Smulyan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Emmis Communications Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 15, 2003

/s/ JEFFREY H. SMULYAN
Jeffrey H. Smulyan
Chairman of the Board, President and
Chief Executive Officer

EX-31 13 exhibit31-2.htm EXHIBIT 31.2 Exhibit 31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Walter Z. Berger, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Emmis Communications Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 15, 2003



                                                     /s/  WALTER Z. BERGER
                                                     Walter Z. Berger
                                                     Executive Vice President, Treasurer
                                                     and Chief Financial Officer

EX-31 14 exhibit31-3.htm EXHIBIT 31.3 Exhibit 31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jeffrey H. Smulyan, certify that:

I have reviewed this quarterly report on Form 10-Q of Emmis Operating Company;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 15, 2003

/s/ JEFFREY H. SMULYAN
Jeffrey H. Smulyan
Chairman of the Board, President and
Chief Executive Officer

EX-31 15 exhibit31-4.htm EXHIBIT 31.4 Exhibit 31.4

Exhibit 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Walter Z. Berger, certify that:

I have reviewed this quarterly report on Form 10-Q of Emmis Operating Company;

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: October 15, 2003

/s/ WALTER Z. BERGER
Walter Z. Berger
Executive Vice President, Treasurer
and Chief Financial Officer

EX-32 16 exhibit32-1.htm EXHIBIT 32.1 Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Emmis Communications Corporation (the “Company”), that, to his knowledge:

(1)	the Quarterly Report of the Company on Form 10-Q for the period ended August 31, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 15, 2003

/s/ JEFFREY H. SMULYAN
Jeffrey H. Smulyan
Chairman of the Board, President and
Chief Executive Officer

EX-32 17 exhibit32-2.htm EXHIBIT 32.2 Exhibit 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	the Quarterly Report of the Company on Form 10-Q for the period ended August 31, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 15, 2003

/s/ WALTER Z. BERGER
Walter Z. Berger
Executive Vice President, Treasurer
and Chief Financial Officer

EX-32 18 exhibit32-3.htm EXHIBIT 32.3 Exhibit 32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Emmis Operating Company (the “Company”), that, to his knowledge:

(1)	the Quarterly Report of the Company on Form 10-Q for the period ended August 31, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 15, 2003

/s/ JEFFREY H. SMULYAN
Jeffrey H. Smulyan
Chairman of the Board, President and
Chief Executive Officer

EX-32 19 exhibit32-4.htm EXHIBIT 32.4 Exhibit 32.4

Exhibit 32.4

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Emmis Operating Company (the “Company”), that, to his knowledge:

(1)	the Quarterly Report of the Company on Form 10-Q for the period ended August 31, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 15, 2003

/s/ WALTER Z. BERGER
Walter Z. Berger
Executive Vice President, Treasurer
and Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2003

INDEX

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

Signatures

Signatures

EMPLOYMENT AGREEMENT

RECITALS

AGREEMENT

EXHIBIT A

EXHIBIT B

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

CERTIFICATION PURSUANT TO18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO